Benefit Plan

Supplemental Benefit Plan


 
                                                                 Exhibit 10 (tt)

                           SUPPLEMENTAL BENEFIT PLAN
                                      OF
                             LOCKHEED CORPORATION

                    (As Amended and Restated June 22, 1995)

 
                           SUPPLEMENTAL BENEFIT PLAN
                                      OF
                             LOCKHEED CORPORATION

                   (As Amended and Restated March 15, 1995)


                                   ARTICLE I
                                   ---------

                              PURPOSE OF THE PLAN
                              -------------------

          This Plan is established to supplement the benefits of certain
employees under the Lockheed Retirement Plan for Certain Salaried Employees to
the extent that such benefits are reduced by the limitations on benefits imposed
by Section 415 of the Internal Revenue Code.  It is intended that this Plan
shall be an Excess Benefit Plan as defined in Section 3(36) of the Employee
Retirement Income Security Act of 1974.


                                  ARTICLE II
                                  ----------

                                  DEFINITIONS
                                  -----------

          1.      PLAN -- This Supplemental Benefit Plan.

          2.      BOARD OF DIRECTORS -- The Board of Directors of Lockheed 
Corporation.

          3.      CODE -- The Internal Revenue Code of 1986, as amended.

          4.      COMMITTEE -- The Management Development and Compensation
Committee of the Board of Directors as from time to time appointed or
constituted by the Board of Directors.

          5.      COMPANY -- Lockheed Corporation and it Subsidiaries.

          6.      PARTICIPANT -- Any employee participating in the Plan in
accordance with its terms.

          7.      RETIREMENT PLAN -- The Lockheed Retirement Plan for Certain
Salaried Employees.

          8.      SUPPLEMENTAL BENEFIT -- The monthly benefit payable in
accordance with the Plan.

 
          9.      ACTUARIAL EQUIVALENT -- A benefit which has the equivalent
value computed using the interest rate which would be used by the Pension
Benefit Guaranty Corporation to determine the present value of an immediate lump
sum distribution on termination of a pension plan, as in effect on January 1 of
the year in which the Participant's termination of employment occurs, and the
1983 Group Annuity Mortality Table.


                                  ARTICLE III
                                  -----------

                         ELIGIBILITY FOR PARTICIPATION
                         -----------------------------

          Those employees of the Company who are members of the Retirement Plan
and whose benefits thereunder are affected by the limitation on benefits imposed
by Section 415 of the Code or who, prior to August 29, 1994, entered into a
Termination Benefits Agreement with Lockheed Corporation, shall be eligible to
participate in the Plan.  No member of the Committee shall be eligible for
participation in the Plan.


                                  ARTICLE IV
                                  ----------

                                 PLAN BENEFITS
                                 -------------

          A.  The Supplemental Benefit which each Participant shall be entitled
to receive under this Plan shall be the difference between the actual benefits
of such Participant under the Retirement Plan and the benefits that would have
been payable under that Plan except for the limitations on benefits imposed by
Code Section 415, as provided in Section 10.01 of the Retirement Plan plus,
unless otherwise paid to the Participant prior to commencement of benefits under
this Plan, any additional benefits to which a Participant becomes entitled
pursuant to Section 6(a) of his or her Termination Benefits Agreement on account
of the merger of Lockheed Corporation contemplated by the Agreement and Plan of
Reorganization, dated as of August 29, 1994, by and among Lockheed Martin
Corporation, Martin Marietta Corporation, and Lockheed Corporation.

          B.  Except as provided in Paragraphs C and D below, the benefits
payable under this Plan shall be payable to the Participant or to any other
person who is receiving or entitled to receive benefits with respect to the
Participant under the Retirement Plan, and shall be paid in the same form, at
the same times and for the same period as benefits are paid with respect to the
Participant under the Retirement Plan.

          C.  In lieu of receipt of the annuity payments under  Paragraph B
above, a Participant may elect to receive in a single lump sum payment an amount
equal to the Actuarial Equivalent of 

 
his Supplemental Benefit. Effective October 1, 1993, a Participant also has the
option to receive a partial annuity payment, in the same form as elected under
the Lockheed Retirement Plan with the balance of the benefit amount paid to him
in a lump sum payment. Any election must be made within the sixty (60) day
period preceding retirement by following the procedure established by the
administrator. Payment will be made to the Participant six (6) months following
his retirement.

          D.   (1)  A Person receiving an annuity benefit from this Plan at the
     time of a Change in Control shall be paid in a single lump sum within
     thirty (30) calendar days following such Change in Control, an amount equal
     to the Actuarial Equivalent of such annuity benefit.  Within thirty (30)
     calendar days following a Change in Control a Participant who has not yet
     retired shall be paid in a single lump sum an amount equal to the Actuarial
     Equivalent of his or her Supplemental Benefit, calculated as if the
     Participant had retired on the date of the Change in Control.

               (2) For purposes of this Plan, a Change in Control shall be
     deemed to have occurred if (i) any "person", as such term is used in
     Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), other than a trustee or other fiduciary holding
     securities under an employee benefit plan of Lockheed Martin Corporation
     ("Lockheed Martin") or any of its subsidiaries, becomes the "beneficial
     owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
     indirectly, of securities of Lockheed Martin representing 30% or more of
     the combined voting power of Lockheed Martin's then outstanding securities;
     or (ii) during any period of two consecutive years (not including any
     period prior to the adoption of this Paragraph D), individuals who at the
     beginning of such period constitute the Board of Directors of Lockheed
     Martin, and any new director (other than a director designated by a person
     who has entered into an agreement with Lockheed Martin to effect a
     transaction described in clause (i) or (iii) of this Paragraph) whose
     election by the Board of Directors of Lockheed Martin or nomination for
     election by Lockheed Martin's shareholders was approved by a vote of at
     least two-thirds (2/3) of the directors then still in office who either
     were directors at the beginning of the period or whose election or
     nomination for election was previously so approved, cease for any reason to
     constitute at least a majority thereof; or (iii) the shareholders of
     Lockheed Martin approve a merger or consolidation of Lockheed Martin with
     any other corporation, other than a merger or consolidation which would
     result in the voting securities of Lockheed Martin outstanding immediately
     prior thereto continuing to represent (either by remaining outstanding or
     by being converted into voting 

 
     securities of the surviving entity) at least 80% of the combined voting
     power of the voting securities of Lockheed Martin or such surviving entity
     outstanding immediately after such merger or consolidation or (iv) the
     shareholders of Lockheed Martin approve a plan of complete liquidation of
     Lockheed Martin or an agreement for the sale or disposition by Lockheed
     Martin of all or substantially all of Lockheed Martin's assets.

               A Change in Control shall not, however, include any transaction
     which has been approved by individuals who at the beginning of any period
     of at least two consecutive years (not including any period prior to the
     adoption of this Paragraph D) constitute the Board of Directors of Lockheed
     Martin and any new director (other than a director designated by a person
     who has entered into an agreement with Lockheed Martin to effect a
     transaction described in clause (i) or (iii) of this Paragraph) whose
     election by the Board of Directors of Lockheed Martin or nomination for
     election by Lockheed Martin's shareholders was approved by a vote of at
     least two-thirds (2/3) of the directors then still in office who either
     were directors at the beginning of the period or whose election or
     nomination for election was previously so approved.

               (3) This Paragraph D shall apply only to a Change in Control of
     Lockheed Martin and shall not cause lump sum payment of annuity benefits in
     any transaction involving Lockheed Martin's sale, liquidation, merger, or
     other disposition of any subsidiary.

               (4) This Paragraph D may be canceled or modified at any time
     prior to a Change in Control.  In the event of a Change in Control, this
     Paragraph D shall remain in force and effect, and shall not be subject to
     cancellation or modification for a period of five (5) years, and any
     provision defining a capitalized term used in Paragraph D shall, for
     purposes of Paragraph D, be subject to cancellation or modification during
     the five (5) year period.


                                   ARTICLE V
                                   ---------

                                     TRUST
                                     -----

          Although the Plan is an unfunded plan, the Company has established a
trust (the "Trust") pursuant to a trust agreement dated December 22, 1994 by and
between the Company and J. P. Morgan California to hold assets, subject to the
claims of the Company's creditors in the event of its insolvency, to pay
benefits under this Plan.  The Company shall no later than nine 

 
months following the close of its fiscal year make contributions to the Trust in
an amount sufficient, when added to the then principal of the Trust and after
consideration of benefits to be paid pursuant to other plans covered by the
Trust, to equal the present value of benefits which have accrued under the Plan
during the preceding fiscal year, as such amount is determined by an independent
actuary.
        
                                  ARTICLE VI
                                  ----------

                                ADMINISTRATION
                                --------------

          The Plan shall be administered under the direction of the Committee.
The Committee shall have the right and discretion to construe the Plan, to
interpret any provision thereof, to make rules and regulations relating to the
Plan, and to determine any factual question arising in connection with the
Plan's operation after such investigation or hearing as the Committee may deem
appropriate.  Any decision made by the Committee under the provisions of this
Article shall be conclusive and binding on all parties concerned.


                                  ARTICLE VII
                                  -----------

                       AMENDMENT OR TERMINATION OF PLAN
                       --------------------------------

          Except as provided in Paragraph D(4) of Article IV, the Board of
Directors shall have the right to amend or terminate the Plan at any time.  In
the event of Plan amendment or termination, a Participant's benefits under the
Plan shall not be less than the Plan benefits to which the Participant would
have been entitled if the Participant had retired immediately prior to such
amendment or termination of the Plan.


                                 ARTICLE VIII
                                 ------------

                               EMPLOYMENT RIGHTS
                               -----------------

          Nothing in the Plan shall be deemed to give any person any right to
remain in the employ of the Company or affect any right of the Company to
terminate a person's employment.


                                  ARTICLE IX
                                  ----------

                                EFFECTIVE DATE
                                --------------

 
          The Plan shall be effective with respect to the plan years of the
Retirement Plan commencing on and after December 25, 1982.