-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PmNqPcPCo4EJC2QSpUkeIk6HbT+QIQeDPj3xNOpZg29Ecbiz8Y4R3Js3eAfNDmeK t5WXJsm/ctbcWgF+kVgHkw== 0000940180-96-000174.txt : 20040504 0000940180-96-000174.hdr.sgml : 20040504 19960620210800 ACCESSION NUMBER: 0000940180-96-000174 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19960621 DATE AS OF CHANGE: 19990831 EFFECTIVENESS DATE: 19960710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOCKHEED MARTIN CORP CENTRAL INDEX KEY: 0000936468 IRS NUMBER: 521893632 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06481 FILM NUMBER: 96583675 BUSINESS ADDRESS: STREET 1: 6801 ROCKLEDGE DR CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3018976000 MAIL ADDRESS: STREET 1: 6801 ROCKLEDGE DRIVE CITY: BETHESDA STATE: MD ZIP: 20817 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 19, 1996 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 52-1893632 -------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 6801 Rockledge Drive Bethesda, Maryland 20817 ---------------------------- (Address, including zip code, of principal executive offices) LOCKHEED MARTIN TACTICAL DEFENSE SYSTEMS SAVINGS PLAN ----------------------------------------------------- (Full title of the plan) Stephen M. Piper, Esquire Assistant General Counsel Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 (301) 897-6000 ________________________________________________________ (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ===============================================================================
Proposed maximum Title of Proposed maximum aggregate Amount of securities Amount to be offering price offering price registration be registered registered (1) per share (2) (2) fee - ------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value per share 350,000 $84.25 $29,487,000 $10,168.10
________________________ (1) This Registration Statement covers 350,000 shares authorized to be sold under the Lockheed Martin Tactical Defense Systems Savings Plan (the "Plan"). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, (the "Securities Act"), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. (2) Estimated solely for calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed with the Securities and Exchange Commission (the "Commission") by Lockheed Martin Corporation, a Maryland corporation (the "Company"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, filed pursuant to the Exchange Act; (c) The Company's Current Reports on Form 8-K, filed on January 12, 1996, April 5, 1996, May 2, 1996 (as amended by Form 8-K/A filed on May 8, 1996), May 20, 1996, May 28, 1996 and June 18, 1996, pursuant to the Exchange Act; and (d) The description of the common stock of the Company, $1.00 par value per share (the "Common Stock") contained in the Company's Registration Statement on Form 8-B filed on March 6, 1995 pursuant to the Exchange Act, as amended by Form 8-B/A filed on March 9, 1995. In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post- effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission. Item 4. DESCRIPTION OF SECURITIES Inapplicable Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of Common Stock offered hereby is being passed upon for the Company by Stephen M. Piper, the Company's Assistant General Counsel. Mr. Piper is not eligible to participate in the Plan. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Maryland General Corporation Law authorizes Maryland corporations to limit the liability of directors and 2 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 Company. 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 of 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 Company 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 Company also authorizes the Company to adopt By-Laws or resolutions to provide for the indemnification of directors and officers. Article VI of the By-Laws of the Company provides for the indemnification of the Company's directors and officers to the fullest extent permitted by the Maryland General Corporation Law. In addition, the Company's directors and officers are covered by certain insurance policies maintained by the Company. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable 3 Item 8. EXHIBITS Exhibit No. - ----------- 5.1 Opinion of Stephen M. Piper, Esquire. 5.2 Opinion of Marian S. Block, Esquire with respect to the qualification of the Plan. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Stephen M. Piper, Esquire (contained in Exhibit 5.1). 23.4 Consent of Marian S. Block, Esquire (contained in Exhibit 5.2). 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 paragraphs (a)(1)(i) and (a)(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 4 such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of the 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 Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act, 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 19th day of June, 1996. LOCKHEED MARTIN CORPORATION By: /s/ Frank H. Menaker, Jr. -------------------------- Frank H. Menaker, Jr. Vice President and General Counsel Pursuant to the requirements of the Securities Act, the administrative committee of the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 18th day of June, 1996. LOCKHEED MARTIN TACTICAL DEFENSE SYSTEMS SAVINGS PLAN By: /s/ Stephen L. Jackson ------------------------- Stephen L. Jackson (a member of the Plan's Administrative Committee) 6 Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------------------------- ------------------------------------ ------------- /s/ Norman R. Augustine President, Chief Executive Officer June 19, 1996 - --------------------------- and Director (Principal Executive Norman R. Augustine* Officer) /s/ Marcus C. Bennett Senior Vice President, Chief June 19, 1996 - --------------------------- Financial Officer and Director Marcus C. Bennett* (Principal Financial Officer) /s/ Robert E. Rulon Vice President and Controller June 19, 1996 - --------------------------- (Principal Accounting Officer) Robert E. Rulon* /s/ Daniel M. Tellep Chairman of the Board of Directors June 19, 1996 - --------------------------- Daniel M. Tellep* /s/ Lynne V. Cheney Director June 19, 1996 - --------------------------- Lynne V. Cheney* /s/ Vance D. Coffman Director June 19, 1996 - --------------------------- Vance D. Coffman* /s/ Houston I. Flournoy Director June 19, 1996 - --------------------------- Houston I. Flournoy* /s/ James F. Gibbons Director June 19, 1996 - --------------------------- James F. Gibbons* /s/ Edward E. Hood, Jr. Director June 19, 1996 - --------------------------- Edward E. Hood, Jr.* /s/ Caleb B. Hurtt Director June 19, 1996 - --------------------------- Caleb B. Hurtt* /s/ Gwendolyn S. King Director June 19, 1996 - --------------------------- Gwendolyn S. King* /s/ Vincent N. Marafino Director June 19, 1996 - --------------------------- Vincent N. Marafino* /s/ Eugene F. Murphy Director June 19, 1996 - --------------------------- Eugene F. Murphy* /s/ Frank Savage Director June 19, 1996 - --------------------------- Frank Savage* /s/ Carlisle A. H. Trost Director June 19, 1996 - --------------------------- Carlisle A. H. Trost*
7
Signature Title Date - --------------------------- ------------------------------------ ------------- /s/ James R. Ukropina Director June 19, 1996 - --------------------------- James R. Ukropina* /s/ Douglas C. Yearly Director June 19, 1996 - --------------------------- Douglas C. Yearly* * By /s/ Stephen M. Piper June 19, 1996 ----------------------- Stephen M. Piper (Attorney-in-fact)/1/
/1/By authority of Powers of Attorney, filed with this Registration Statement. 8 INDEX TO EXHIBITS Exhibit No. Description of Exhibit - ----------- ---------------------- 5.1 Opinion of Stephen M. Piper, Esquire 5.2 Opinion of Marian S. Block, Esquire with respect to the qualification of the Plan 23.1 Consent of Ernst & Young LLP 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Stephen M. Piper, Esquire (contained in Exhibit 5.1) 23.4 Consent of Marian S. Block, Esq. (contained in Exhibit 5.2) 24 Powers of Attorney EX-5.1 2 OPINION OF STEPHEN M. PIPER, ESQUIRE EXHIBIT 5.1 20 June 1996 Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 Re: Opinion re: Legality - Registration of Securities for use in Loral Heritage Plans ------------------------------------------ Ladies and Gentlemen: I submit this opinion to you in connection with the filing with the Securities and Exchange Commission of registration statements on Forms S-8 (the "Registration Statements") on the date hereof. The Registration Statements register shares of Lockheed Martin Corporation (the "Corporation") common stock (the "Common Stock") for use in connection with the following employee benefit plans (collectively, the "Plans") which were formerly plans of Loral Corporation ("Loral"), but which, following the consummation of the Corporation's tender offer for Loral are now sponsored by the Corporation: I. Lockheed Martin Aerospace Savings Plan II. Lockheed Martin Tactical Defense Systems Savings Plan III. Lockheed Martin Librascope Retirement Savings Plan IV. Lockheed Martin Tactical Systems Master Savings Plan A. Conic Corporation Deferred Income Retirement Plan B. Narda Microwave Supplemental Retirement Savings Plan C. Lockheed Martin Federal Systems Deferred Income Retirement Plan D. Lockheed Martin Tactical Defense Systems Savings & Investment Plan E. Frequency Sources, Inc. 401(k) Retirement Savings Plan F. Lockheed Martin Tactical Systems Deferred Income Savings Plan G. Narda-Western Operations 401(k) Deferred Income Retirement Plan H. Lockheed Martin/ROLM Mil-Spec Corp. Retirement Income Savings Plan I. Lockheed Martin Electro-Optical Systems, Inc. 401(k) Matching Contribution Plan IV. Lockheed Martin Fairchild Corp. Savings Plan V. Lockheed Martin IR Imaging Systems, Inc. Savings Plan VI. Lockheed Martin Vought Systems Corporation Capital Accumulation Plan The Plans contemplate that the Common Stock used in connection with the Plans may be authorized but unissued shares or may be acquired in the open market. As Assistant General Counsel of the Corporation, I have examined such corporate records, certificates and other documents and have reviewed such questions of law as I deemed necessary or appropriate for the purposes 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 Plans, will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statements and to the reference to my opinion in the Registration Statements. In giving my consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 nor the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Stephen M. Piper ----------------------------- Stephen M. Piper Assistant General Counsel Lockheed Martin Corporation cc: Frank H. Menaker, Jr. 2 EX-5.2 3 OPINION OF MARIAN S. BLOCK EXHIBIT 5.2 June 20, 1996 Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 Re: Loral Heritage Savings Plans Which Invest in Lockheed Martin Corporation Common Stock Ladies and Gentlemen: I am submitting this opinion to you in connection with the filing with the Securities and Exchange Commission of registration statements on Form S-8 (the "Registration Statements") on the date hereof. The Registration Statements register shares of common stock ("Common Stock") of Lockheed Martin Corporation (the "Corporation") for use by employee benefit plans sponsored by the Corporation which are intended to be qualified under Section 401(a) of the Internal Revenue Code. The plans for which shares are being registered are as follows: 1. Lockheed Martin Aerospace Savings Plan 2. Lockheed Martin Tactical Defense Systems Savings Plan 3. Lockheed Martin Tactical Systems Master Savings Plan a) Conic Corporation Deferred Income Retirement Plan b) Narda Microwave Supplemental Retirement Savings Plan c) Lockheed Martin Federal Systems Deferred Income Retirement Plan d) Lockheed Martin Tactical Defense Systems Savings & Investment Plan e) Frequency Sources, Inc. 401(k) Retirement Savings Plan f) Lockheed Martin Tactical Systems Deferred Income Savings Plan g) Narda-Western Operations 401(k) Deferred Income Retirement Plan h) Lockheed Martin/ROLM Mil-Spec Corp. Retirement Income Savings Plan i) Lockheed Martin Electro-Optical Systems, Inc. 401(k) Matching Contribution Plan 4. Lockheed Martin Fairchild Corp. Savings Plan Lockheed Martin Corporation June 20, 1996 Page 2 5. Lockheed Martin IR Imaging Systems, Inc. Savings Plan 6. Lockheed Martin Vought Systems Corporation Capital Accumulation Plan 7. Lockheed Martin Librascope Retirement Savings Plan (collectively, the "Plans"). All of the Plans were submitted recently to the Internal Revenue Service for a determination letter. Except with respect to the Lockheed Martin Fairchild Corp. Savings Plan ("Fairchild Plan"), the IRS has issued a favorable determination letter as to the qualified status of the Plans in form in response to those requests. The Fairchild Plan has been submitted to the IRS for a determination letter but the IRS has not yet issued a determination letter. The Corporation will undertake to make whatever changes are requested by the IRS as a condition of issuing the favorable determination letter with respect to the Fairchild Plan. Since issuance of the determination letters (or submission of the application for a determination letter in the case of the Fairchild Plan), there have been no amendments to the Plans that would adversely affect the qualified status of the Plans. Accordingly, as Assistant General Counsel of the Corporation, it is my opinion, that the form of the Plans satisfies the qualification requirements for employee benefit plans contained in the Internal Revenue Code. I hereby consent to the filing of this opinion as an exhibit to the Registration Statements and to the reference to my opinion in the Registration Statements. 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. Sincerely, /s/ Marian S. Block ------------------------ Marian S. Block 2 EX-23.1 4 CONSENT OF ERNST & YOUNG LLP. EXHIBIT 23.1 EXHIBIT 23.1 ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in Lockheed Martin Corporation's Registration Statement (Form S-8) pertaining to the Lockheed Martin Tactical Defense Systems Savings Plan of our report 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) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP Washington, DC June 17, 1996 EX-23.2 5 CONSENT OF COOPERS & LYBRAND LLP. EXHIBIT 23.2 Insert Consent of Coopers & Lybrand EX-23.3 6 CONSENT OF STEPHEN M. PIPER, ESQUIRE EXHIBIT 23.3 (CONTAINED IN EXHIBIT 5.1) EX-23.4 7 CONSENT OF MARIAN S. BLOCK, ESQUIRE EXHIBIT 23.4 (CONTAINED IN EXHIBIT 5.2) EX-24 8 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Norman R. Augustine March 4, 1996 - --------------------------- Norman R. Augustine President, Chief Executive Officer and Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Lynne V. Cheney February 22, 1996 - ---------------------------- Lynne V. Cheney Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Vance D. Coffman February 22, 1996 - ---------------------------- Vance D. Coffman Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Houston I. Flournoy February 22, 1996 - ---------------------------- Houston I. Flournoy Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ James F. Gibbons February 22, 1996 - ---------------------------- James F. Gibbons Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Edward E. Hood, Jr. February 22, 1996 - ---------------------------- Edward E. Hood, Jr. Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Caleb B. Hurtt February 22, 1996 - ---------------------------- Caleb B. Hurtt Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Gwendolyn S. King February 22, 1996 - ---------------------------- Gwendolyn S. King Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Vincent N. Marafino February 22, 1996 - ----------------------- Vincent N. Marafino Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Eugene F. Murphy February 22, 1996 - -------------------------- Eugene F. Murphy Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Frank Savage February 22, 1996 - ---------------------------- Frank Savage Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Daniel M. Tellep February 22, 1996 - ---------------------------- Daniel M. Tellep Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Carlisle A. H. Trost February 22, 1996 - ---------------------------- Carlisle A. H. Trost Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ James R. Ukropina February 22, 1996 - ---------------------------- James R. Ukropina Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Douglas C. Yearley February 22, 1996 - ---------------------------- Douglas C. Yearley Director POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Robert E. Rulon February 22, 1996 - -------------------------- Robert E. Rulon Chief Accounting Officer POWER OF ATTORNEY LOCKHEED MARTIN CORPORATION The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M. Piper, and each of them, jointly and severally, his or her lawful attorney-in- fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 for the purpose of registering under the Securities Act of 1933, as amended, (the "Securities Act") 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 subsidiaries of Lockheed Martin following the closing of Lockheed Martin's tender offer for the common stock of Loral Corporation 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) Loral Aerospace Savings Plan (ii) Loral Defense Systems Savings Plan (iii) Loral Fairchild Corp. Savings Plan (iv) Loral Infrared & Imaging Systems, Inc. Savings Plan (v) Loral Librascope Retirement Savings Plan (vi) Loral Master Savings Plan (vii) Loral Vought Systems Corporation Capital Accumulation Plan (viii) Microcom Corporation 401(k) Plan (ix) Profit Sharing Plan of Hycor Inc. (x) Randtron Employees' Retirement Savings Plan /s/ Marcus C. Bennett June 11, 1996 - ---------------------------- Marcus C. Bennett Senior Vice President, Chief Financial Officer and Director -----END PRIVACY-ENHANCED MESSAGE-----