Amended And Restated

(As Amended and Restated Effective March 1, 1995)



                                                                     EXHIBIT 4-A
 
                 LOCKHEED SALARIED EMPLOYEE SAVINGS PLAN PLUS


               (as Amended and Restated Effective March 1, 1995)

 
                               Table of Contents
                               -----------------
 
Section      Title                                                        Page
- -------      -----                                                        ----
 
1            DEFINITIONS                                                     3
                                                                
1.01         Acquisition Loan                                                3
1.02         After-Tax Contributions                                         3
1.03         Board of Directors                                              3
1.04         Bond Fund                                                       3
1.05         Break in Service                                                3
1.06         Code                                                            4
1.07         Committee                                                       4
1.08         Corporation                                                     5
1.08A        Directable ESOP Contribution                                    5
1.09         Elective Deferral                                               5
1.10         Eligible Employee                                               5
1.11         Employee                                                        5
1.12         ERISA                                                           7
1.13         ESOP Allocation Period                                          7
1.14         ESOP Contributions                                              7
1.15         ESOP Feature                                                    7
1.16         ESOP Fund                                                       7
1.17         ESOP Match Stock                                                8
1.18         ESOP Trustee                                                    8
1.19         Filing With The Committee                                       8
1.20         Hour of Service                                                 8
1.21         Leveraged Shares                                                9
1.22         Loan Suspense Account                                          10
1.23         Lockheed Martin Stock Fund                                     10
1.24         Month                                                          11
1.25         Participant                                                    11
1.26         Plan                                                           12
1.27         Plan Year                                                      12
1.28         Profit Sharing Trustee                                         13
1.29         Quarter                                                        13
1.30         Securities Fund                                                13
1.31         Service Time                                                   13
1.32         Shares                                                         14
1.33         STIF Fund                                                      14
1.34         Stock                                                          14
1.35         Termination of Employment and                      
             Terminated Employment                                          15
1.36         Thrift Stock                                                   15
1.37         Trustee                                                        15
1.38         Valuation Date                                                 16
1.39         Weekly Rate of Compensation                                    16
1.40         Year of Service                                                16
1.41         Sanders Associates, Inc.                                       17
 
                                       i

 
                            Table of Contents
                            -----------------

Section      Title                                                        Page
- -------      -----                                                        ----

2            ELIGIBILITY FOR PARTICIPATION                                  18
                                                                         
2.01         Voluntary Participation                                        18
2.02                                                                        18
 (a)         - Eligibility Rule for New Employee                            18
 (b)         - Eligibility Rule for Rehired Eligible                     
               Employee or Participant                                      18
 (c)         - Eligibility Rule for Non-Eligible                         
               Employees Rehired Before a Break in Service                  18
 (d)         - General Eligibility Rule for Non-
               Eligible Employees Rehired After a
               Break in Service                                             19
 (e)         - Special Eligibility Rules for Non-
               Eligible Employee Rehired After a
               Break in Service                                             19
 (f)         - Eligibility Rule for Employees
               of Sanders Associates, Inc. on
               June 26, 1989                                                21
2.03         Elective Deferral not permitted if not an Employee             22

3            EMPLOYEE PARTICIPATION                                         23

3.01         How Employee becomes a Participant                             23
3.02         Percentage                                                     23
3.03         Revocation of Specification                                    24
3.04         Annual Specification Election                                  25
3.05         April Specification Change Period                              26
3.06         Annual Reallocation                                            28
3.07         Discrimination Test                                            30
3.08         Reduction of Elective Deferral                                 31
3.09         Limitation on Deferral Percentage                              32
3.10         Limitation upon Rehire during Plan Year                        33
3.11         Suspension on Wage Attachment                                  33
3.12         Annual Deferral Limitation                                     34
 
                                      ii

 
                               Table of Contents
                               -----------------

Section      Title                                                        Page
- -------      -----                                                        ----

4            CORPORATION MATCHING CONTRIBUTIONS                             36
                                                    
4.01         Corporation Matching Contribution                              36
4.02         Investment of Corporation Matching     
             Contribution                                                   38
4.03         Forfeiture of Company Matching         
             Contribution                                                   39
4.04         Liability for Payment of Benefits                              39
4.05         Money Purchase Component                                       40
                                                    
4A           ESOP PROVISIONS                                                41
                                                    
4A.01        Investment of Corporation Matching     
             Contributions                                                  41
4A.02        Acquisition Loans                                              42
4A.03        Release of Stock from Loan Suspense    
             Account                                                        44
4A.04        Put Option                                                     48
4A.05        Diversification Election                                       52
4A.06        Dividends on Allocated Shares                                  54
4A.07        Valuation of Stock                                             55
4A.08        Tender for Stock                                               55
4A.09        Voting of Stock                                                62
4A.10        Initial Qualification of ESOP Feature                          65
4A.11        Termination of ESOP Feature                                    66
                                                    
5            PARTICIPANT'S ACCOUNT                                          67
                                                    
5.01         Separate Participant's Account                                 67
5.02         "Annual Addition" Limits                                       67
 (a)         - "Annual Addition"                                            67
 (b)         - "Maximum Permissible Amount"                                 68
 (c)         - "Earnings"                                                   68
 (d)         - "Defined Contribution Plan Fraction"                         71
5.03         Contribution                                                   77
5.04         Transfer of Assets                                             77
                                                    
6            VALUATION OF PARTICIPANT'S ACCOUNT                             79
                                                    
6.01         Unit Valuation                                                 79
6.02         Share Allocation                                               80

                                      iii

 
                               Table of Contents
                               -----------------

Section      Title                                                        Page
- -------      -----                                                        ----

7            TRUST FUND AND TRUSTEE                                         81
                                                                          
7.01         Description of Trust Fund                                      81
7.02         Trustee's Authority                                            81
7.03         Non-guarantee of Investment Value                              82
7.04         Trustee Allocation of Contributions                            82
7.05         Payment of Expenses                                            82
                                                                          
8            BENEFITS                                                       83
                                                                          
8.01         Fully Vested Termination                                       83
8.02         Vesting Schedule                                               85
8.03         Refund of Elective Deferrals Between                         
             Valuation Date and Termination Date                            89
8.04         Rehire in the Same Plan Year                                   90
8.05         Installment Payment Election                                   92
8.06         Commencement of Distributions                                  94
8.07         Lockheed Martin Stock Fund Distribution                        97
8.08         Required Distributions Prior to Termination                    98
8.09         Annuity Payments                                              104
 (a)(1)      - Money Purchase Account Paid as Annuity                      104
 (2)         - Election to Waiver Annuity Payments                         105
 (3)         - Spousal Consent                                             106
 (4)         - Election Period                                             107
 (5)         - Notice of Election Rights                                   107
 (b)         - Effect of Waiver                                            107
                                                                          
9            PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS                     109
                                                                          
9.01         Withdrawals other than Hardship                               109
9.02         Proportion of Units and Shares Deducted Upon                 
             Withdrawal                                                    112
9.03         Hardship Withdrawal                                           113
9.04         Participant Account Loans                                     122
                                                                          
10            BENEFICIARY                                                  130
                                                                          
10.01         Designation of Beneficiary                                   130
10.02         Death Benefit Beneficiary                                    130
(a)           - Pre-retirement Survivor Annuity                            130
(b)           - Waiver of Pre-retirement Survivor Annuity                  131
(c)           - Election Period                                            132
(d)           - Notice of Election Rights                                  132
(e)           - Immediate Distribution of Money Purchase                  
                Account to Spouse                                          132
10.03         Designation of Beneficiary                                   133

                                      iv

 
                               Table of Contents
                               -----------------
 
Section      Title                                                        Page
- -------      -----                                                        ----

11           NAMED FIDUCIARIES AND ALLOCATION OF                           135
             RESPONSIBILITIES                                             
                                                            
11.01        Named Fiduciaries                                             135
 (a)         - The Trustee                                                 135
 (b)         - Lockheed Corporation as Plan Sponsor                        135
 (c)         - The Committee as Administrator of the Plan                  135
 (d)         - The Participant                                             136
11.02        Allocation of Responsibilities                                136
11.03        Shared Responsibility of Fiduciary                            140
11.04        Fiduciary Assistance                                          141
11.05        Indemnification of the Committee                              141
                                                            
12           GENERAL PROVISIONS                                            142
                                                            
12.01        Corporation's Rights                                          142
12.02        Assignment or Pledging of Plan Benefits                       142
12.03        Payment of Benefits to a Minor                                143
12.04        Responsibility for Current Address                            143
12.05        Claim for Benefits                                            144
12.06        Merger or Consolidation of Plan                               145
12.07        Forfeiture of Undeliverable Benefit                           145
12.08        Qualified Domestic Relations Order                            146
12.09        Rollover Contributions                                        149
                                                            
13           AMENDMENT OR TERMINATION OF PLAN                              150
                                                            
13.01        Lockheed's Right to Amend Plan                                150
13.02        Termination of Plan - Benefits                                151
13.03        Partial Termination of the Plan                               152
                                                            
14           FLEXIBLE CREDIT CONTRIBUTIONS                                 153
                                                            
14.01        Contribution by CADAM Employees of                           
             "Flexible Credit Balance"                                     153
14.02        Investment Specification                                      153
14.03        Contributions not recoverable by                             
             Corporation                                                   154
14.04        Liability for Payment of Benefits                             154
14.05        Employee of CADAM Becomes Participant                         154
 
                                       v

 
                               Table of Contents
                               -----------------
 
Section      Title                                                        Page
- -------      -----                                                        ----

15           TOP HEAVY RULES                                               156
                                                         
15.01        Special Rules for Top Heavy Plan                              156
                                                         
16           SECTION 401(h) ARRANGEMENT                                    164
                                                         
16.01        General                                                       164
16.02        Relationship of this Plan to the Health                       
             Care Plan                                                     164
16.03        The Health Care Fund                                          166
16.04        Funding of Health Care Benefits                               167
16.05        Designation of Purpose and Deduction of                       
             Contributions                                                 169
16.06        Forfeitures                                                   170
16.07        Elimination or Reduction of Benefits                          170
16.08        Termination of Health Care Plan or                            
             Health Care Fund                                              171
16.09        Discrimination                                                172
16.10        Separate Accounts for Certain Employees                       172
16.11        Amendment/Termination                                         173
16.12        Inconsistent Plan Provisions                                  174
16.13        Definitions                                                   174
 (a)         - Health Care Fund                                            174
 (b)         - Health Care Plan                                            175
 (c)         - Health Care Plan Cost                                       175
 (d)         - Life Insurance Cost                                         175
 (e)         - Pension Cost                                                175
 (f)         - Retired Participant                                         175
 (g)         - Salary Board                                                176
                                                         
17           EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.                    177
                                                         
17.01        Lockheed Aeromod Center, Inc. (LACI)                          177
17.02        Eligibility for Participation                                 177
 (a)         - Employees of January 1, 1989                                177
 (b)         - Eligibility Rule for New Employee                           177
 (c)         - Eligibility Rule for Rehired Eligible                       
               Employee or Participant                                     177
 (d)         - Eligibility Rule for Non-Eligible                           
               Employee Rehired Before a Break in                          
               Service                                                     178
 
                                      vi

 
                               Table of Contents
                               -----------------

Section      Title                                                        Page
- -------      -----                                                        ----

 (e)         - General Eligibility Rule for Non-Eligible
               Employees Hired After a Break in Service                    178
 (f)         - Special Eligibility Rules for Non-
               Eligible Employees Rehired After a Break
               in Service                                                  179
 (g)           - "Ninety Days of Service"                                  180
17.03          Percentage                                                  180
17.04          Corporation Matching Contributions                          181
 (a)           - Basic Corporation Matching Contributions                  181
 (b)           - Additional Corporation Matching
                 Contributions                                             181
17.05          Participant's Account                                       184
17.06          Ineligibility for ESOP Fund                                 186
 
18             EFFECTIVE DATE OF AMENDMENT AND
               RESTATEMENT OF THE PLAN                                     187
 
18.01          Amendment and Restatement of Plan                           187

                                      vii

 
                          LOCKHEED SALARIED EMPLOYEE
                               SAVINGS PLAN PLUS

          The Lockheed Salaried Employee Saving Plan Plus as amended and
restated effective March 1, 1995, consists of three components.  The first
component is a profit sharing plan under Section 401(a) of the Code, which
includes a qualified cash or deferred arrangement as defined in Section 401(k)
of the Code.  The second component is an ESOP Feature, which is both a stock
bonus plan and an employee stock ownership plan intended to qualify under
Sections 401(a) and 4975(e)(7) of the Code, and as such is designed to invest
primarily in Stock.  The second component also includes a cash or deferred
arrangement as defined in Section 401(k) of the Code.  The third component
effective as of December 31, 1990 is a combination money purchase pension plan
and employee stock ownership plan, designed to invest primarily in Stock and
intended to qualify under Section 401(a) and 4975(e)(7) of the Code.  The money
purchase pension component contains an arrangement which is intended to qualify
under Code Section 401(h), and which is not part of an employee stock ownership
plan.  All contributions by the Corporation to the Plan may be made without
regard to the current or accumulated profits of the Corporation or any of its
subsidiaries or affiliates.

                                       1

 
          Except as provided otherwise with respect to Employees of Lockheed
Aeromod Center, Inc. under Section 17, all Elective Deferrals and After-Tax
Contributions and earnings thereon that are invested in Stock shall be in the
stock bonus plan component; all such amounts not invested in Stock shall be
invested in the profit sharing plan component.  All Corporation Matching
Contributions to the Plan on and after December 31, 1990 (except as provided
otherwise with respect to Employees of Lockheed Aeromod Center, Inc. under
Section 17) shall be made to the money purchase pension component as provided in
Section 4.05.

                                       2

 
                                   SECTION 1
                                   ---------
 
                                  DEFINITIONS
                                  -----------

          SECTION 1.01 - "Acquisition Loan" shall mean a loan or other
          ------------    ----------------                            
extension of credit described in Code Section 4975(d)(3) which is used to
finance the purchase of Stock by the Trustee.

          SECTION 1.02 - "After-Tax Contributions" shall mean any after-tax
          ------------    -----------------------                          
contributions a Participant makes to the Plan.

          SECTION 1.03 - "Board of Directors" shall mean the Board of Directors
          ------------    ------------------                                   
of Lockheed Corporation.

          SECTION 1.04 - "Bond Fund" shall mean the fund which the Trustee shall
          ------------    ---------                                             
invest exclusively in obligations, including notes, issued or fully guaranteed
by the United States of America and in savings bank deposits to the extent such
deposits are guaranteed by an agency of the United States.

          SECTION 1.05 - "Break in Service" shall mean a Termination of
          ------------    ----------------                             
Employment followed by the failure to complete 500 Hours of Service.  A Break in
Service shall be computed with reference to the twelve consecutive month period
beginning on the date (and anniversaries thereof) an Employee is first entitled
to be credited with an Hour of Service after his date of hire (or rehire after a
Break in Service) by the Corporation.  If an Employee is absent from

                                       3

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

work because of such individual's pregnancy, the birth of a child, placement of
an adopted child or caring for an adopted or natural child following birth or
placement, the individual shall not be treated as having incurred a Break in
Service in the Plan Year in which the absence begins, or in the Plan Year in
which the absence ends, if the individual would not otherwise have suffered a
Break in Service during that Plan Year.  No such credit shall be given unless a
Participant submits a written request by Filing With The Committee which
establishes valid reasons for the absence, as determined by the Committee.
Except to the extent that a maternity or paternity absence constitutes an
authorized leave of absence from the Corporation under applicable personnel
policies, an Employee who is absent from work for reasons of maternity or
paternity shall be deemed to have terminated employment for all purposes of this
Plan other than the special rules in this Section.

          SECTION 1.06 - "Code" shall mean the Internal Revenue Code of 1986, as
          ------------    ----                                                  
now in effect or as hereafter amended.  All citations to sections of the Code
are to such sections as they may from time to time be amended or renumbered.

          SECTION 1.07 - "Committee" shall mean the Committee referred to in
          ------------    ---------                                         
Section 11.01.

                                       4

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

          SECTION 1.08 - "Corporation" shall mean Lockheed Corporation and any
          ------------    -----------                                         
subsidiary or affiliate thereof, if, and to the extent that, the Board of
Directors shall by resolution so provide.

          SECTION 1.08A - "Directable ESOP Contribution" shall mean an ESOP
          -------------    ----------------------------                    
Contribution which the Board of Directors designates as such and which is
subject to the investment decisions of Participants in accordance with Section
4.02.

          SECTION 1.09 - "Elective Deferral" shall mean that amount specified
          ------------    -----------------                                  
under Section 3.01(a)(1) to be contributed by the Corporation to the
Participant's Account in lieu of paying such amount to the Participant in cash,
and the amount specified under Section 14.01 to be contributed by the
Corporation to the Participant's Account in lieu of applying such amount to
benefits for the Participant under the Flexible Benefits Plan. The Elective
Deferral amount shall constitute contributions to the Plan by the Corporation.

          SECTION 1.10 - "Eligible Employee" shall mean an Employee who is
          ------------    -----------------                               
eligible to participate in the Plan under Section 2.02 or Section 2.03 or
Section 17.02.

          SECTION 1.11 - "Employee" shall mean any person employed by the
          ------------    --------                                       
Corporation and paid on a salaried basis for employment in the United States, or
elsewhere if a citizen of the United States, provided that such person is a
member

                                       5

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

of a group of employees to which the Plan is extended (1) by the Board of
Directors or, as to salaried employees of a wholly-owned subsidiary of Lockheed
Corporation, by the Board of Directors of such subsidiary, or (2) by a
collective bargaining agreement between the Corporation and a collective
bargaining agent which provides that the salaried employees covered by such
agreement shall be covered by the Plan.  Effective June 26, 1989 and
notwithstanding the foregoing, all employees of Sanders Associates, Inc. not
covered by a collective bargaining agreement who are paid for employment in the
United States, or elsewhere if citizens of the Unites States, are employees.  A
non-citizen of the United States, who on or after December 28, 1981 is a member
of a group to which the Plan is extended, shall be deemed to be an Employee
during any period of employment outside the United States, at the discretion of
the Committee.  For purposes of calculating Breaks in Service, Hours of Service,
Service Time, Termination of Employment and Years of Service, "Employee" shall
mean any person employed by the Corporation or by a member of the controlled
group of corporations, group of trades or businesses under common control or
affiliated service group (within the meaning of Internal Revenue Code Section
414(b), (c) or (m)) of which the Corporation is also a member at that time.  A
person rendering services to a

                                       6

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

Corporation purportedly as an independent contractor shall not be treated as an
Employee before the Corporation has acknowledged that it must withhold federal
income taxes from his pay.  To the extent required by Internal Revenue Code
Section 414(n) or 410(o), a 'leased' worker or other non-employee shall be
treated as an Employee but shall not be eligible to participate in this Plan.

          SECTION 1.12 - "ERISA" shall mean the Employee Retirement Income
          ------------    -----                                           
Security Act of 1974, as now in effect or as hereafter amended.

          SECTION 1.13 - "ESOP Allocation Period" shall mean a fiscal accounting
          ------------    ----------------------                                
month of Lockheed Corporation, beginning with the July 1989 Month.

          SECTION 1.14 - "ESOP Contributions" shall mean the contributions
          ------------    ------------------                              
described in Section 4A.01.

          SECTION 1.15 - "ESOP Feature" shall mean that portion of the Plan
          ------------    ------------                                    
consisting of an employee stock ownership plan as defined in Code Section
4975(e)(7).  The ESOP Feature includes the stock bonus component of the Plan and
the money purchase pension component of the Plan, excluding the arrangement
described under Section 16, which is designed to meet the requirements of Code
Section 401(h).

          SECTION 1.16 - "ESOP Fund" shall mean that portion of the Plan which
          ------------    ---------                                           
consists of Stock, and any income thereon.  The ESOP Fund shall include any
Stock in the Plan which was

                                       7

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

held in the Lockheed Martin Stock Fund prior to July 1, 1989.

          SECTION 1.17 - "ESOP Match Stock" shall mean all Stock in the Plan
          ------------    ----------------                                  
attributable to Corporation contributions made under Section 4A.01.

          SECTION 1.18 - "ESOP Trustee" shall mean the Trustee of the ESOP Fund.
          ------------    ------------                                          

          SECTION 1.19 - "Filing With The Committee" shall mean the delivery of
          ------------    -------------------------                            
the document in question in such form, in such manner, to such person, and
within such time limits as the Committee shall designate.

          SECTION 1.20 - "Hour of Service" means all hours credited to an
          ------------    ---------------                                
Employee pursuant to the following subsections (a), (b) and (c):

          (a) "Hour of Service" includes each hour for which an Employee is
     paid, or entitled to payment, for the performance of duties for the
     employer during the applicable computation period.

          (b) "Hour of Service" also includes each hour for which an Employee is
     paid, or entitled to payment, by the employer on account of a period of
     time during which no duties are performed (irrespective of whether the
     employment relationship has terminated) due to vacation, holiday, sick
     leave, jury duty, military reserve training leave, or other paid time off,

                                       8

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

     provided that no more than 501 hours shall be credited under this
     subsection (b) to an Employee on account of any single continuous period
     during which the Employee performs no duties; and provided further that no
     hours shall be credited under this subsection (b) on account of payments
     made or due under a plan maintained solely to comply with applicable
     worker's compensation, unemployment compensation or disability insurance
     laws or on account of payments made solely to reimburse an Employee for
     medical or medically related expenses.

          (c) "Hour of Service" shall also include each hour for which back pay,
     irrespective of mitigation of damages, is awarded or agreed to by the
     employer, provided that no hour for which an Employee was given credit
     pursuant to subsection (a) or (b) of this Section shall also be credited to
     such Employee under the terms of this subsection (c).

          All Hours of Service shall be calculated in a manner consistent with
the terms of 29 Code of Federal Regulations Section 2530-200b-2.

          SECTION 1.21 - "Leveraged Shares" shall mean shares of Stock acquired
          ------------    ----------------                                     
by the ESOP Trustee with the proceeds of an Acquisition Loan, pursuant to
Section 4A.02.  Except as required by Code Section 409(h) and by Treasury
Regulation Sections 54.4975-7(b)(9), (10), or as otherwise

                                       9

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

required by applicable law, no Leveraged Shares may be subject to a put, call or
other option, or buy-sell or similar arrangement while held by, and when
distributed from, the Plan, whether or not the Plan is an employee stock
ownership plan, within the meaning of Code Section 4975(e)(7), at that time.

          SECTION 1.22 - "Loan Suspense Account" shall mean the account under
          ------------    ---------------------                              
which Leveraged Shares are held until released for allocation pursuant to
Section 4A.03.

          SECTION 1.23 - "Lockheed Martin Stock Fund shall mean the fund which
          ------------    --------------------------                          
the Trustee shall invest exclusively in Stock, but excluding any special per
capita allocation of Stock to Participants' Accounts under Section 4A.01 and all
Stock held under the ESOP Feature after July 1, 1989:

          (a) Stock of the Lockheed Martin Stock Fund will be purchased and sold
     by the Trustee on the open market, with commission expenses charged to the
     Lockheed Martin Stock Fund.  The Trustee will purchase and retain such
     Stock regardless of market fluctuations, and, in the normal course, shall
     sell such stock only as necessary to meet administrative and distribution
     requirements.  Cash balances held in the Lockheed Martin Stock Fund shall
     be limited to such administrative needs.

                                      10

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

          (b) A Participant shall have the right to direct the manner in which
     the Trustee shall vote the Stock allocated to such Participant's Account
     under the Lockheed Martin Stock Fund, and to direct the Trustee whether
     such Stock shall be tendered in the event of a public offer for any Stock.
     For such purposes, Stock allocations shall be based on the last Valuation
     Date preceding a record date or tender offer.  In the absence of voting
     instructions with respect to any Stock held in the Lockheed Martin Stock
     Fund, the Trustee shall vote the uninstructed Stock in its discretion.  In
     the absence of tender instructions with respect to any Stock held in the
     Lockheed Martin Stock Fund, the Trustee shall determine, in its discretion,
     whether such Stock should be tendered.  Notwithstanding (a) above, during
     the period of any public offer for Stock, the Trustee shall refrain from
     making additional purchases of Stock for the Lockheed Martin Stock Fund.

          SECTION 1.24 - "Month" shall mean Lockheed Corporation's fiscal
          ------------    -----                                          
accounting month.

          SECTION 1.25 - "Participant" shall mean an Employee who has become a
          ------------    -----------                                         
Participant in the Plan in the manner described in Section 3.01, or an Employee
who was a Participant in the Plan on March 27, 1989.

                                      11

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

          SECTION 1.26 - "Plan" shall mean this Lockheed Salaried Employee
          ------------    ----                                            
Savings Plan Plus which is a continuation of the Lockheed Salaried Employee
Savings Plan.  Effective March 27, 1989, "Plan", shall mean the Lockheed
Salaried Employee Saving Plan Plus, which combines a profit sharing plan under
Section 401(a) of the Code and a stock bonus and employee stock ownership plan
under Sections 401(a) and 4975(e)(7) of the Code and which is intended to
qualify under such Sections and to constitute a single plan under Treasury
Regulation Section 1.414(l)-1(b)(1).  Effective December 31, 1990, the Plan
shall combine a profit sharing plan under Section 401(a) of the Code, a stock
bonus and employee stock ownership plan under Sections 401(a) and 4975(e)(7) of
the Code, and a money purchase pension plan and employee stock ownership plan
under Sections 401(a) and 4975(e)(7) of the Code.  Effective December 31, 1990,
the money purchase pension plan component of the Plan shall contain an
arrangement intended to qualify under Section 401(h) of the Code and which is
not a part of the employee stock ownership plan.  The Plan is intended to
constitute a single plan under Treasury Regulation Section 1.414(1)-1(b)(1).

          SECTION 1.27 - "Plan Year" shall mean Lockheed Corporation's fiscal
          ------------    ---------                                          
accounting year.

                                      12

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

          SECTION 1.28 - "Profit Sharing Trustee" shall mean the Trustee of all
          ------------    ----------------------                               
assets under the Plan other than the ESOP Fund.

          SECTION 1.29 - "Quarter" shall mean any consecutive full three fiscal
          ------------    -------                                              
accounting month period commencing on the first day of Lockheed Corporation's
January, April, July or October Month.

          SECTION 1.30 - "Securities Fund" shall mean the fund in which the
          ------------    ---------------                                  
Trustee shall invest, stressing both possible appreciation of capital and
current income and income growth.  The Securities Fund shall be invested in
common and preferred stocks, convertible securities and bonds (except stock and
securities, and bonds issued or guaranteed by the Corporation, or an affiliate,
subsidiary, or parent corporation of the Corporation), and other types of
investments.

          SECTION 1.31 - "Service Time", for purposes of the Plan, shall mean
          ------------    ------------                                       
that period which begins with an Employee's date of hire or rehire by the
Corporation and continues from such date of hire or rehire until broken by
Termination of Employment, except that such Termination of Employment shall not
break his Service Time (and the period of such Terminated Employment shall be
included in the computation of Service Time) when such period of Terminated
Employment is:

                                      13

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

          (a)  for 30 calendar days or less; or

          (b)  for more than 30 calendar days when Service Time is reinstated or
     restored in accordance with policies of the Corporation applied on a
     nondiscriminatory basis or applicable collective bargaining agreements, if
     any.

          SECTION 1.32 - "Shares" shall mean shares of Stock.
          ------------    -------                            

          SECTION 1.33 - "STIF Fund" shall mean the short term investment fund
          ------------    ---------                                           
in which the Trustee shall invest, stressing preservation of capital, in high
quality money market instruments (excluding obligations issued or guaranteed by
the Corporation, or any affiliate, subsidiary or parent corporation of the
Corporation) including fixed income obligations of the United States of America,
financial, industrial or public utility corporations, bankers' acceptances,
notes, fully insured savings bank deposits, commercial paper and other similar
short term fixed income investments, foreign or domestic, and the Trustee's
commingled short term investment fund.  Maturities of such instruments shall not
exceed thirteen (13) months.

          SECTION 1.34 - "Stock" shall mean common stock of Lockheed
          ------------    -----                                     
Corporation, or, on and after March 15, 1995, Lockheed Martin Corporation.

                                      14

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

          SECTION 1.35 - "Termination of Employment" and "Terminated Employment"
          ------------    -------------------------       --------------------- 
shall mean the removal of an Employee from active and inactive payroll status of
the Corporation as evidenced by the processing of a severance notice, provided
that an Employee who transfers to employment by Lockheed Corporation or a
subsidiary or affiliate thereof shall not be considered as having Terminated his
Employment with the Corporation for purposes of the Plan.  Notwithstanding the
above, "Termination of Employment" and "Terminated Employment" shall mean the
layoff of an employee of Sanders Associates, Inc. for a period of four
consecutive weeks, regardless of whether the employee is removed from active or
inactive payroll status and regardless of whether a severance notice is
processed for the employee.

          SECTION 1.36 - "Thrift Stock" shall mean all Stock allocated to
          ------------    ------------                                   
Participants' Accounts attributable to (i) Elective Deferral amounts made at any
time; (ii) After-Tax Contributions made at any time; (iii) Corporation Matching
Contributions made prior to the first payroll period in the July 1989 Month; and
(iv) Corporation Matching Contributions designated by the Board of Directors
under Section 4.01 as non-ESOP Contributions.

          SECTION 1.37 - "Trustee" shall mean the Profit Sharing Trustee, the
          ------------    -------                                            
ESOP Trustee and any other Trustee

                                      15

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

referred to in Section 7.01; "Trust Fund" shall mean the Trust Fund or Trust
Funds referred to in Section 7.01.

          SECTION 1.38 - "Valuation Date" shall mean the last day of the
          ------------    --------------                                
calendar month.

          SECTION 1.39 - "Weekly Rate of Compensation" shall mean an Eligible
          ------------    ---------------------------                        
Employee's rate of compensation as recorded on the permanent payroll record for
his normal work week without the inclusion of any overtime compensation, shift,
field duty, or other bonus or premium payments, expense or living allowance,
assignment or relocation payments, incentive payments, royalties, severance pay,
lump-sum payment of accrued and prorated vacation at time of Termination of
Employment, or payments of like nature.  An Eligible Employee's Weekly Rate of
Compensation shall specifically include the "Elective Deferral" amount referred
to in Section 3.01.  Effective October 1, 1992, Weekly Rate of Compensation
shall include payments designated as lump-sum in lieu of salary increase, for
the pay week in which said lump-sums are paid.

          SECTION 1.40 - "Year of Service" shall mean the completion of 1,000
          ------------    ---------------                                    
Hours of Service over a twelve-month period.  A Year of Service shall be
computed with reference to successive twelve month periods commencing with the
Employee's date of hire by the Corporation or his rehire by the Corporation
subsequent to a Break in Service.  In no

                                      16

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

event shall an Employee be credited with one Year of Service during any twelve-
month period prior to the expiration of twelve months after the commencement of
his employment by the Corporation or reemployment by the Corporation subsequent
to a Break in Service.  For purposes of this Section 1.40:

          (a) service time with the Metier Management Systems group of
     associated companies ("Metier") at the time a Metier employee transfers to
     the Corporation,

          (b) service time with Mathematical Applications Group, Inc. ("MAGI")
     for an employee of MAGI on September 12, 1985, who became an Employee of
     CADAM, Inc. on September 13, 1985, and

          (c) service time with Personal CAD Systems, Inc. ("PCAD") for an
     employee of PCAD on March 17, 1989, the date PCAD was acquired by CADAM,
     Inc.

shall be deemed to be Years of Service with the Corporation.

          SECTION 1.41 - "Sanders Associates, Inc." includes Sanders 
          ------------    ------------------------
Associates, Inc., CalComp, Inc., and Analytyx Electronic Systems, Inc.

                                      17

 
                                   SECTION 2
                                   ---------

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

          SECTION 2.01 - Participation in the Plan on the part of an Employee is
          ------------                                                          
voluntary.

          SECTION 2.02
          ------------

          (a) Eligibility Rule for New Employee. An Employee who has not been
              ---------------------------------                              
     previously employed by the Corporation is eligible to become a Participant
     at the beginning of the payroll period coincident with or next following
     the completion of one Year of Service.  For purposes of the Plan "payroll
     period" shall mean with respect to any Employee, the intervals at which
     such Employee receives compensation from the Corporation for services
     performed for the Corporation."

          (b) Eligibility Rule for Rehired Eligible Employee or Participant.  An
              -------------------------------------------------------------     
     Employee who Terminates his Employment after completing one Year of Service
     or becoming a Participant shall be eligible to participate in the Plan at
     the beginning of the payroll period coincident with or next following his
     date of rehire.

          (c) Eligibility Rule for Non-Eligible Employees Rehired Before a Break
              ------------------------------------------------------------------
     in Service.  An Employee who Terminates his Employment before completing
     ----------                                                              
     one Year of Service and who is reemployed by the Corporation before
     incurring a Break in Service shall retain his prior

                                      18

 
ELIGIBILITY FOR PARTICIPATION
- -----------------------------
 
     Hours of Service and shall be eligible to become a Participant upon
     completion of one Year of Service.  Such an Employee's Year of Service and
     Breaks in Service shall continue to be calculated with reference to
     successive twelve-month periods commencing on the date the Employee is
     first entitled to be credited with an Hour of Service following his
     original date of employment.

          (d) General Eligibility Rule for Non-Eligible Employees Rehired After
              -----------------------------------------------------------------
     a Break in Service.  An Employee who Terminates his Employment before
     ------------------                                                   
     completing one Year of Service and who incurs a Break in Service must
     complete one Year of Service after reemployment with the Corporation as
     though he had not previously been an Employee.  Such an Employee's Year of
     Service and Breaks in Service subsequent to his reemployment shall be
     calculated with reference to successive twelve-month periods commencing on
     the date the Employee is first entitled to be credited with an Hour of
     Service following his reemployment.

          (e) Special Eligibility Rules for Non-Eligible Employee Rehired After
              -----------------------------------------------------------------
     a Break in Service.  Notwithstanding the provisions of subsection (d)
     ------------------                                                   
     above, in determining whether a rehired Employee who Terminates his
     Employment and incurs a Break in Service

                                      19

 
ELIGIBILITY FOR PARTICIPATION
- -----------------------------
 
     before completing one Year of Service is eligible to become a Participant
     after his reemployment, the following special rules should be applied:
 
              (1) An Employee who has been rehired by the Corporation
          subsequent to a Break in Service and has his Service Time reinstated
          or restored to a prior date of hire or rehire by the Corporation and
          is credited with one year or more of unbroken Service Time as a result
          of such reinstatement or restoration is eligible to become a
          Participant at the beginning of the payroll period coincident with or
          next following his date of rehire.

               (2) An Employee who was not previously eligible to become a
          Participant and has been rehired by the Corporation subsequent to a
          Break in Service and has his Service Time reinstated or restored to a
          prior date of hire or rehire by the Corporation is eligible to become
          a Participant at the beginning of the payroll period coincident with
          or next following the completion of one year of unbroken Service Time,
          including credit for prior Service Time as a result of such
          reinstatement or restoration, or upon the completion of one Year of
          Service, whichever is the first to occur.

                                      20

 
ELIGIBILITY FOR PARTICIPATION
- -----------------------------
 
          (f) Eligibility Rule for Employees of Sanders Associates, Inc. on June
              ------------------------------------------------------------------
     26, 1989.  An employee of Sanders Associates, Inc. on June 26, 1989 who is
     --------                                                                  
     eligible on that date to participate in the Sanders Associates, Inc. Thrift
     Plan, as amended and restated February 28, 1989 ("Thrift Plan"), may become
     a Participant in this Plan at the beginning of the payroll period
     coincident with or next following June 26, 1989.  An employee of Sanders
     Associates, Inc. on June 26, 1989 not eligible to become a Participant
     under the provisions of the preceding sentence shall be eligible to become
     a Participant in this Plan at the beginning of the payroll period
     coincident with or next following the date he would have become eligible to
     participate in the Thrift Plan under the terms of the Thrift Plan.

          Notwithstanding the foregoing, any Employee who meets the eligibility
requirements prescribed in this Section 2.02, shall become eligible to become a
Participant no later than the earlier of (i) the first day of the first Plan
Year beginning after the date on which such Employee satisfied such
requirements, or (ii) the date which is six months after the date on which such
Employee satisfied such requirements.

                                      21

 
ELIGIBILITY FOR PARTICIPATION
- -----------------------------
 
          SECTION 2.03 - A Participant may not make an Elective Deferral or
          ------------                                                     
After-Tax Contribution under the Plan for any week in which he is not an
Employee.

                                      22

 
                                   SECTION 3
                                   ---------
                            EMPLOYEE PARTICIPATION
                            ----------------------

          SECTION 3.01 - (a)  An Eligible Employee may become a Participant in
          ------------                                                        
the Plan by Filing With The Committee documents which shall:

          (1) specify as a percentage of his Weekly Rate of Compensation the
     Elective Deferral amount and After-Tax Contribution to be deducted from his
     wages and paid to the Trustee on his behalf;

          (2) specify the portion of said weekly After-Tax Contribution and
     Elective Deferral amount which is to be allocated to the Bond Fund, the
     Securities Fund, the STIF Fund, the Lockheed Martin Stock Fund and/or the
     ESOP Fund;

          (3) designate a beneficiary or beneficiaries to receive any payment
     which may be due under the Plan upon his death; and

          (4) contain such other or additional information as in the opinion of
     the Committee is desirable or necessary in the operation of the Plan.

          (b) An Eligible Employee shall become a Participant by receiving an
allocation to his Account in accordance with the final paragraph of Section
4A.01.

          SECTION 3.02 - The Elective Deferral amount and After-Tax Contribution
          ------------                                                          
shall be made by payroll deductions

                                      23

 
EMPLOYEE PARTICIPATION
- ----------------------
 
from a Participant's Weekly Rate of Compensation and the amounts so deducted
shall be paid to the Trustee during the Month in which the deduction is made.
The percentage which is specified under Section 3.01(a)(1) and deducted under
this Section shall be either two percent (2%), or four percent (4%), or six
percent (6%), or eight percent (8%), or ten percent (10%), or twelve percent
(12%) of his Weekly Rate of Compensation, as specified by the Participant
subject to the provisions of Sections 3.08, 3.09 and 3.10.  After-Tax
Contributions made pursuant to Section 3.12 shall be treated in the same manner
as Elective Deferrals for purposes of Section 3 of this Plan (excluding the
provisions of Sections 3.08, 3.09 and 3.10) and Sections 4 and 4A of this Plan
governing Corporation Matching Contributions, subject to the total of After-Tax
Contributions and Elective Deferrals being taken into account only to the extent
they would have been taken into account if they had been made wholly as Elective
Deferrals.

          SECTION 3.03 - A Participant may revoke the specification made under
          ------------                                                        
Section 3.01(a)(1) by Filing With The Committee.  A Participant who revokes such
specification to direct that no further Elective Deferral amounts shall be
deducted from his Weekly Rate of Compensation may not again make further
Elective Deferrals prior to the beginning of

                                      24

 
EMPLOYEE PARTICIPATION
- ----------------------
 
the payroll period next following the end of the Plan Year in which he revoked
his specification.

          SECTION 3.04 - Effective June 1, 1993, an Eligible Employee shall
          ------------                                                     
annually make the specifications required in Sections 3.01(a)(1) and 3.01(a)(2)
during the calendar month of October, or during other special enrollment periods
whenever directed by the Corporate Salary Board.  An Employee who may become an
Eligible Employee under Section 2.02, 2.02(a), 17.02, or 17.02(b) in November or
December of a Plan Year shall also make the specifications required in Sections
3.01(a)(1) and 3.01(a)(2) only during the calendar month of October.  A former
Employee rehired in November or December of a Plan Year who is eligible to
participate under Section 2.02(b) or (c), Section 17.02(c) or (d) or under
Section 2.03 shall make the specifications required in Section 3.01(a)(1) and
3.01(a)(2) upon becoming an Employee subject to the provisions of Section 3.09.
Such specifications required in Sections 3.01(a)(1) and 3.01(a)(2) made under
this Section shall become effective at the beginning of the payroll period next
following the end of the Plan Year in which such specifications are Filed With
The Committee.  The Committee may also, from time to time, (i) designate special
periods during which Eligible Employees may make the specifications required
under

                                      25

 
EMPLOYEE PARTICIPATION
- ----------------------
 
Sections 3.01(a)(1) and 3.01(a)(2) and (ii) establish special effective dates
for such specifications.

          SECTION 3.05
          ------------

          (a) In making the specification required in Section 3.01(a)(2) the
     Eligible Employee shall specify that the weekly Elective Deferral amount
     shall be invested by the Trustee either entirely in the Bond Fund, or
     entirely in the Securities Fund, or entirely in the STIF Fund, or one-half
     in one Fund and one-half in one of the other Funds, or one-half in one Fund
     and one-fourth in each of the other funds, or three-fourths in one Fund and
     one-fourth in one of the other Funds.  Alternatively, the Eligible Employee
     may specify that one-fourth of the weekly Elective Deferral amount shall be
     invested in Stock in lieu of one of the other Funds.  Such specification by
     an Eligible Employee shall be deemed to be a continuing direction to the
     Trustee unless and until changed under the following provisions of this
     Section or Section 3.04.  A Participant may change such specification under
     this Section only once each Quarter and may do so by Filing With The
     Committee a change in prior specification during the Quarter.  A change in
     prior specification pursuant to this Section 3.05 shall provide that,
     commencing with the beginning of the payroll period next following the end
     of the

                                      26

 
EMPLOYEE PARTICIPATION
- ----------------------
 
     Month in which the change is Filed With The Committee, the Participant's
     weekly Elective Deferral amount shall be invested by the Trustee as
     specified by the Participant.  Any change made pursuant to this Section
     3.05 shall not affect the investment of any contributions by such
     Participant and by the Corporation prior to the beginning of such first pay
     period following the end of the Month in which the change is Filed With The
     Committee.

          (b) A change in specification made pursuant to this Section 3.05 shall
     supersede all other option specifications made pursuant to Section
     3.01(a)(2), 3.04 or this Section 3.05.

          (c) An Employee making loan repayments pursuant to Section 9.04(b) may
     make a change in prior specification under this Section 3.05 even though
     Elective Deferrals are not being deducted from his Weekly Rate of
     Compensation at the time such change in specification is Filed With The
     Committee.

          (d) Notwithstanding any other provision of this Section 3.05 to the
     contrary, a Participant may not file an election under this Section which
     would have an effective date in the same Quarter as the effective date of a
     previous election under this Section, unless such new election is made
     pursuant to a special

                                      27

 
EMPLOYEE PARTICIPATION
- ----------------------
 
     election period established by the Committee pursuant to Section 3.05(e).

          (e) The Committee may, from time to time, (i) designate special
     election periods during which Participants may make the election under
     Section 3.05(a), and (ii) establish special effective dates for any such
     elections.

          SECTION 3.06 -
          ------------  

          (a) Subject to Section 3.06(b), below, a Participant may elect, by
     Filing With The Committee, to have the dollar value of all Units and Shares
     (excluding Shares of ESOP Match Stock) credited to his Participant's
     Account on the Valuation Date of the first month following the end of the
     calendar month in which the election is filed, invested by the Trustee
     either entirely in the Bond Fund, or entirely in the Securities Fund, or
     entirely in the STIF Fund, or one-half in one Fund and one-half in one of
     the other Funds, or one-half in one Fund and one-fourth in each of the
     other Funds, or three-fourths in one Fund and one-fourth in one of the
     other Funds.  Alternatively, a Participant may elect to have one-fourth of
     such dollar value invested in Stock in lieu of one of the other funds.
     Alternatively, a Participant may elect to have such dollar value invested
     in Stock in lieu of one of

                                      28

 
EMPLOYEE PARTICIPATION
- ----------------------
 
     the other funds.  Once Filed With The Committee the election may not be
     withdrawn.  For the sole purpose of this Section 3.06 of the Plan, the
     effective date of the election shall be the Valuation Date of the first
     month following the calendar month in which the election is Filed With The
     Committee.  Notwithstanding the foregoing, a Participant shall not have the
     right to direct the investment of any ESOP Match Stock allocated to his
     Participant's Account, and any income thereon, except in the case of
     Directable ESOP Contributions, or as otherwise provided in Section 4A.05.

          (b) Notwithstanding any other provision of this Section 3.06 to the
     contrary, a Participant may not file an election under this Section which
     would have an effective date in the same calendar year as the effective
     date of a previous election under this Section, unless such new election is
     made pursuant to the special election period established by the Committee
     pursuant to Section 3.06(c).

          (c) The Committee may, from time to time, (i) designate special
     election periods during which Participants may make the election under
     Section 3.06(a), and (ii) establish special effective dates for any such
     election.

                                      29

 
EMPLOYEE PARTICIPATION
- ----------------------
 
          SECTION 3.07 - Elective Deferrals under this Plan are intended to
          ------------                                                     
qualify as non-discriminatory under Section 401(a)(4) of the Code.  To ensure
this, the procedures outlined in this Section shall be followed and the
Committee may take such further action as it deems appropriate.  An Eligible
Employee, whether or not such Employee elects to contribute, making the
specifications in the calendar month of October of each Plan Year under Section
3.04 shall be placed in one of two groups.  One group shall consist of those
Eligible Employees whose Weekly Rate of Compensation exceeds the Weekly Rate of
Compensation of two-thirds of all Eligible Employees; the second group shall
consist of all other remaining Eligible Employees.

          The "Average Deferral Percentage" for the top one-third and for the
lower two-thirds for a Plan Year shall be the average of the ratios calculated
separately for each Eligible Employee, including Eligible Employees who have not
filed a specification under Section 3.04, in such top one-third or lower two-
thirds group of:

          (a) The Elective Deferral amount specified under Section 3.04 by the
     Eligible Employee for the next Plan Year, to

          (b) the Weekly Rate of Compensation of such Eligible Employee for the
     first payroll period in such Plan Year.

                                      30

 
EMPLOYEE PARTICIPATION
- ----------------------
 
          The Average Deferral Percentage for the top one-third group of all
Eligible Employees shall not exceed the greater of (a) or (b) below:

          (a) 1.25 times the Average Deferral Percentage of all Eligible
     Employees whose Weekly Rate of Compensation is among the lower two-thirds
     of all Eligible Employees, or

          (b) The lesser of the following two amounts:

               (1) 2.0 times the Average Deferral Percentage of all Eligible
          Employees whose Weekly Rate of Compensation is among the lower two-
          thirds of all Eligible Employees, or

               (2) the Average Deferral Percentage of the lower two-thirds of
          all Eligible Employees plus two (2) percentage points.

          SECTION 3.08 - The Committee shall determine prior to the effective
          ------------                                                       
date of the Elective Deferral whether there is a reasonable expectation that the
Average Deferral Percentage results projected for the next Plan Year will
satisfy either of the tests contained in Section 3.07.  If, in the Committee's
determination, neither of the tests described in Section 3.07 will be satisfied,
the following procedure will be followed:

          (a) A reduction in the percentage specified under Section 3.04 for
     Eligible Employees whose Weekly Rate

                                      31

 
EMPLOYEE PARTICIPATION
- ----------------------
 
     of Compensation is among the top one-third of all Eligible Employees will
     be made.  Such reduction will be applied to the percentage of the Eligible
     Employee in such group who (a) has the highest Weekly Rate of Compensation
     in such group and (b) also has the highest percentage.  The reduction shall
     be applied by 1/10 of l percentage point reductions to the percentage of
     such Eligible Employee included in the top one-third group and the tests
     described in Section 3.07 will be re-run.  This procedure will be repeated
     until one of the tests specified in Section 3.07 is satisfied.

          (b) If a reduction in the amount of the percentage is required as a
     result of the application of Section 3.08(a), the reduction shall be paid
     to the Eligible Employee as taxable earnings for the pay periods in the
     Plan Year to which the reduction applies.

          SECTION 3.09 - If an Employee is rehired by the Corporation under
          ------------                                                     
Section 2.02(b) or (c), Section 17.02(c) or (d), or under Section 2.03 during
the month of November or December of a Plan Year, and is also in the top one-
third group of Eligible Employees as determined under Section 3.07, the
percentage of such Employee, for purposes of Section 3.04, will be limited to
the Average Deferral Percentage as calculated under Section 3.08 for the top
one-

                                      32

 
EMPLOYEE PARTICIPATION
- ----------------------
 
third group.  Such Eligible Employees who are determined to be in the lower two-
thirds group shall be permitted to specify up to the maximum allowable
percentage as described in Section 3.02.

          SECTION 3.10 - Notwithstanding any other provision of the Plan to the
          ------------                                                         
contrary, if an Employee becomes an Eligible Employee at any time during the
Plan Year and is also in the top one-third group of Eligible Employees as
determined under Section 3.07 for the Plan Year in which he becomes an Eligible
Employee, the percentage of such Eligible Employee will be limited to the
Average Deferral Percentage as calculated under Section 3.08 for the top one-
third group.  Such percentage shall remain in effect for the balance of the Plan
Year in which he begins making an Elective Deferral.  Such Eligible Employees
who are determined to be in the lower two-thirds group shall be permitted to
specify up to the maximum allowable Elective Deferral percentage as described in
Section 3.02 or 17.03. Such Eligible Employee must make the specifications
required under Sections 3.01(a)(1) and 3.01(a)(2) within thirty (30) days from
the date he becomes an Eligible Employee.

          SECTION 3.11 - Notwithstanding any other provision of the Plan to the
          ------------                                                         
contrary, a Participant will be suspended from making an Elective Deferral under
the Plan for any week in which a garnishment, attachment, levy or other legal

                                      33

 
EMPLOYEE PARTICIPATION
- ----------------------
 
process is imposed on a Participant's Weekly Rate of Compensation.

          SECTION 3.12 - When a Participant is prevented by the annual deferral
          ------------                                                         
limitation of Internal Revenue Code Section 402(g) from making the maximum
Elective Deferral otherwise permitted by the Plan, there shall continue to be
deducted from the Participant's wages (effective for the payroll period in which
the Participant's Elective Deferral amount is first so limited) amounts equal to
the Elective Deferrals which would otherwise have been deducted, but such
amounts shall constitute After-Tax Contributions.  If a Participant does not
want these After-Tax Contributions to be made, the Participant may elect that no
such contributions be made by Filing With The Committee.  A Participant whose
Elective Deferrals are not in excess of the annual deferral limitation of
Internal Revenue Code Section 402(g) shall also be permitted to make After-Tax
Contributions to the Plan.  Amounts contributed by a Participant pursuant to
this Section for a Plan Year, when added to the Participant's Elective Deferrals
for the Plan Year, may not exceed the maximum Elective Deferral amount permitted
under Sections 3.02 or 17.03 for the Plan Year.  In addition, After-Tax
Contributions may be limited by the Committee in any other way it deems
appropriate.  The Participant's After-Tax Contributions shall be accounted for

                                      34

 
EMPLOYEE PARTICIPATION
- ----------------------
 
separately within the Participant's Account.  A Participant may withdraw such
After-Tax Contributions made pursuant to this Section in the same manner and
subject to the same conditions as provided in Section 9.01 for contributions
made by Participants prior to December 26, 1983, but only after all
contributions made by such Participant prior to December 26, 1983 have been
withdrawn.

                                      35

 
                                   SECTION 4
                                   ---------

                      CORPORATION MATCHING CONTRIBUTIONS
                      ----------------------------------

          SECTION 4.01
          ------------

          (a) For Elective Deferral amounts made before the first payroll period
     in Lockheed Corporation's July 1989 Month, the Corporation will contribute
     to the Trustee an amount equal to fifty percent (50%) of the Elective
     Deferral amount specified by Participants during the Month immediately
     preceding the date of such matching contribution by the Corporation.  The
     fifty percent (50%) "Corporation Matching Contribution" made under this
     Section 4.01(a) shall be limited to Elective Deferral amounts up to eight
     percent (8%) of the Participant's Weekly Rate of Compensation.  Elective
     Deferral amounts over eight percent (8%) of the Participant's Weekly Rate
     of Compensation shall not be subject to the fifty percent (50%) Corporation
     Matching Contributions.

          (b) For Elective Deferral amounts made after the beginning of he first
     payroll period in Lockheed Corporation's July 1989 Month, the Corporation
     will make a Corporation Matching Contribution to the Trustee equal to sixty
     percent (60%) of the Elective Deferral amounts specified by each
     Participant during the Month immediately receding the date of such
     contribution up

                                      36

 
CORPORATION MATCHING CONTRIBUTIONS
- ----------------------------------
  
     to eight percent (8%) of such Participant's Weekly Rate of Compensation.
     For purposes of the preceding sentence, the value of Shares released from
     the Loan Suspense Account in accordance with Section 4A.03(b) and allocated
     to Participants' Accounts in accordance with Section 4A.03(f) shall be
     treated as Corporation Matching Contributions and shall be considered ESOP
     Contributions in accordance with Section 4A.01(a).

          (c) The amount, if any, by which any Corporation Matching Contribution
     to be made after the beginning of the first payroll period in Lockheed
     Corporation's July 1989 Month exceeds the value of Shares released from the
     Loan Suspense Account in accordance with Section 4A.03(b) and allocated to
     Participants' Accounts in accordance with Section 4A.03(f), will be made to
     the ESOP Trustee in cash, Shares or any other property acceptable to the
     ESOP Trustee as an ESOP Contribution.  For contributions made after the
     beginning of the first payroll period in Lockheed Corporation's January
     1991 Month, the Board of Directors may, in its discretion, designate prior
     to or at the time of the contribution that such ESOP Contribution is a
     Directable ESOP Contribution.

          (d) If the amount of any Corporation Matching Contribution to be made
     after the beginning of the

                                      37

 
CORPORATION MATCHING CONTRIBUTIONS
- ----------------------------------
 
     first payroll period in Lockheed Corporation's July 1989 Month is less than
     the value of Shares released from the Loan Suspense Account in accordance
     with Section 4A.03(b) and allocated to Participants' Accounts in accordance
     with Section 4A.03(f), such excess value shall be allocated among
     Participants' Accounts as provided under Section 4A.03(f) as an additional
     Corporation Matching Contribution that is an ESOP Contribution.

          SECTION 4.02 - Corporation Matching Contributions for each Month shall
          ------------                                                          
be allocated by the Trustee to the Bond Fund, the Lockheed Martin Stock Fund,
the Securities Fund, the STIF Fund and to the ESOP Fund, in the same proportion
as Elective Deferral amounts specified by Participants during such Month are
allocated to the Bond Fund, the Lockheed Martin Stock Fund, the Securities Fund,
the STIF Fund and to the ESOP Fund.  Notwithstanding the foregoing, ESOP
Contributions shall be wholly invested in Stock, except to any extent designated
as Directable ESOP Contributions or as provided otherwise due to an election
under Section 4A.05.  Directable ESOP Contributions for each Month shall be
allocated by the Trustee to the Bond Fund, the Securities Fund, the STIF Fund
and to the ESOP Fund, in the same proportion as Elective Deferral amounts
specified by Participants during such Month are allocated to such Funds.

                                      38

 
CORPORATION MATCHING CONTRIBUTIONS
- ----------------------------------
 
          SECTION 4.03 - No part of the Corporation Matching Contributions or
          ------------                                                       
ESOP Contributions other than Corporation Matching Contributions paid to the
Trustee shall be recoverable by the Corporation, except as otherwise provided in
Section 4A.10.  However, with respect to a Participant whose benefits under the
Plan are forfeited under the provisions of Sections 8.02, 8.04 and 12.07, by
Termination of Employment, all amounts so forfeited shall be credited against,
and reduce to the extent of such credit, the amount of future Corporation
Matching Contributions otherwise to be made under Section 4.01 or Section 17.04
or contributions required under Sections 4A.03(a) or 4A.01(a).

          SECTION 4.04 - Except in accordance with applicable federal and state
          ------------                                                         
law, no liability for the payment of benefits under the Plan shall be imposed
upon the Corporation, its officers, directors, employees, or shareholders or the
Committee or any of its members, nor shall they be subject to any suit or
litigation or to any legal liability for any cause, or reason, or thing
whatsoever in connection with the Plan or in connection with the operation of
the Trust Funds.  This shall not affect any obligation of the Corporation to pay
any specific contribution to the Trustees which it has accrued and expressly
obligated itself to pay, nor shall it affect the right, if any, of a Participant
or beneficiary to seek

                                      39

 
CORPORATION MATCHING CONTRIBUTIONS
- ----------------------------------
 
redress against the proper person or persons, corporation, firm or trustee who
violate his rights under the Plan.

          SECTION 4.05 - On and after December 31, 1990, the Corporation
          ------------                                                  
Matching Contributions shall be made to the money purchase pension plan
component of the Plan.  In accordance with Section 4A.03(b), the minimum
Corporation Matching Contribution shall equal the amount released from the Loan
Suspense Account.  Any contributions made by the Corporation to the Plan which
exceed the greater of such minimum Corporation Matching Contribution or the
amounts provided for in Section 4.01(b), shall be made to the stock bonus
component or to the profit sharing component of the Plan, as designated by the
Board of Directors.

                                      40

 
                                  SECTION 4A
                                  ----------

                                ESOP PROVISIONS
                                ---------------

          SECTION 4A.01 - ESOP Contributions shall be wholly invested in Stock
          -------------                                                       
(except as provided otherwise due to an election under Section 4A.05 and except
as designated as Directable ESOP Contributions pursuant to Section 4.01) and
shall include the amounts described in Sections 4A.01(a) and (b) below.  The
Corporation may make all or a part of any such contributions out of its treasury
shares or authorized but unissued shares.

          (a) Corporation Matching Contributions made after  the beginning of
     the first payroll period in Lockheed Corporation's July 1989 Month are ESOP
     Contributions unless otherwise provided under Section 4.01.

          (b) The Corporation, in the discretion of the Board of Directors, may
     also, from time to time, make special per capita contributions and
     allocations of Shares to the Accounts of Participants who have not
     Terminated Employment.

          Subject to the limitations of Section 5.02, the Corporation, in the
discretion of the Board of Directors, may make a contribution to the profit
sharing and/or stock bonus components of the Plan for any Month in addition to
its contribution to the money purchase pension component of the Plan under
Section 4.05.  Any such additional

                                      41

 
ESOP PROVISIONS
- ---------------
 
contribution, together with any Shares released from the Loan Suspense Account
under Section 4A.03(b) that may not be allocated to Participants' Accounts in
accordance with the provisions of Section 5.02 or Code Section 401(m), shall be
allocated among the Accounts of Eligible Employees who have not Terminated
Employment in the proportion that each such Eligible Employee's Weekly Rate of
Compensation bears to the Weekly Rate of Compensation of all such Eligible
Employees, excluding any Employee to the extent such allocation to the
Employee's Account would exceed the maximum permissible amount under Section
5.02.

          SECTION 4A.02 - The Corporation may direct the ESOP Trustee to incur
          -------------                                                       
Acquisition Loans from time to time to finance the acquisition of Leveraged
Shares or to repay a prior Acquisition Loan.  Any Acquisition Loan shall be
primarily for the benefit of Participants and their beneficiaries.  The proceeds
of any Acquisition Loan shall be used within a reasonable time only to finance
the acquisition of Leveraged Shares or to repay a prior Acquisition Loan.  Any
Acquisition Loan shall be an obligation of the ESOP Feature of the Plan and
shall be for a specific term, shall bear a reasonable rate of interest, and
shall not be payable on demand except in the event of default.  In the event of
default under an Acquisition Loan, the value of Trust assets transferred in
satisfaction of any

                                      42

 
ESOP PROVISIONS
- ---------------
 
Acquisition Loan shall not exceed the amount of the default.  Any Acquisition
Loan may be secured by collateral pledge of the Leveraged Shares so acquired.
No other Trust assets may be pledged as collateral for an Acquisition Loan, and
no lender shall have recourse against Trust assets other than any Leveraged
Shares remaining subject to pledge.  Any pledge of Leveraged Shares must provide
for the release of shares so pledged on a pro rata basis as principal and
interest on the Acquisition Loan is repaid by the ESOP Trustee and such
Leveraged Shares are allocated to Participants' Accounts as provided under
Section 4A.03.  Except upon termination of the Plan or the ESOP Feature of the
Plan, as provided in Section 4A.11, repayments of principal and interest on any
Acquisition Loan shall be made by the ESOP Trustee (as directed by the
Corporation) only from ESOP Contributions paid in cash to enable the ESOP
Trustee to repay such Acquisition Loan, from earnings attributable to such
contributions, from any collateral given for the Acquisition Loan, from any cash
dividends paid on Stock (whether or not allocated to the Participants' Accounts)
and from any interest on cash dividends paid on Stock that is not allocated to
any Participant's Account.  In acquiring Leveraged Shares, the ESOP Trustee
shall pay no more than "adequate consideration" (as defined in Section 3(18) of
ERISA).

                                      43

 
ESOP PROVISIONS
- ---------------
 
          SECTION 4A.03 -
          -------------  

          (a)  Effective as of the first payroll period in the July 1989 Month,
     for each ESOP Allocation Period during which there are Leveraged Shares in
     the Loan Suspense Account, the Corporation shall make contributions in an
     amount sufficient to enable the ESOP Trustee to pay any currently maturing
     obligation under an Acquisition Loan, without regard to the accumulated
     earnings and profits of the Corporation.

          (b) Any Leveraged Shares shall initially be credited to the Loan
     Suspense Account and shall be allocated to Participants' Accounts for each
     ESOP Allocation Period only as payments of principal and interest on the
     Acquisition Loan used to purchase such Leveraged Shares are made by the
     ESOP Trustee.  The number of Leveraged Shares to be released from the Loan
     Suspense Account as soon as practicable following any amortization of an
     Acquisition Loan shall equal the number of Leveraged Shares in the Loan
     Suspense Account immediately before release multiplied by a fraction.  The
     numerator of the fraction shall be the amount of ESOP Contributions and any
     dividends on Stock which are applied to the payment of principal and
     interest on the Acquisition Loan during the ESOP Allocation Period(s).  The
     denominator of the fraction shall be the sum of the

                                      44

 
ESOP PROVISIONS
- ---------------
 
     numerator plus the principal and interest to be paid for all future periods
     over the duration of the Acquisition Loan repayment period.  For purposes
     of computing the denominator of the fraction referred to above, if the
     interest rate on the Acquisition Loan is variable, the interest to be paid
     in subsequent ESOP Allocation Periods shall be calculated by assuming that
     the interest rate in effect as of the date of amortization and release from
     the Loan Suspense Account will be the interest rate in effect for the
     remainder of the term of the Acquisition Loan.  Notwithstanding the
     foregoing, in the event such Acquisition Loan shall be repaid with the
     proceeds of a subsequent Acquisition Loan ("Substitute Loan"), such
     repayment shall not operate to release all such Shares from the Loan
     Suspense Account, but, rather, such release shall be effected pursuant to
     the foregoing provisions of this Section 4A.03(b) on the basis of payments
     of principal and interest on such Substitute Loan.

          (c) If permitted by the Board of Directors pursuant to a one-time
     irrevocable designation (which shall be made, if at all, upon the making of
     an Acquisition Loan) by the Board of Directors, then, in lieu of applying
     the provisions of Section 4A.03(b) with respect to an Acquisition Loan,
     Shares shall be

                                      45

 
ESOP PROVISIONS
- ---------------
 
     released from the Loan Suspense Account as the principal amount of such
     Acquisition Loan is repaid (without regard to interest payments) provided
     the following three conditions are satisfied:

               (i) The Acquisition Loan shall provide for annual payments of
          principal and interest at a cumulative rate that is not less rapid at
          any time than level annual payments of such amounts for ten years;

              (ii) The interest portion of any payment shall be disregarded only
          to the extent it would be treated as interest under standard loan
          amortization tables; and

             (iii)  If the Acquisition Loan is renewed, extended or refinanced,
          the sum of the expired duration of the Acquisition Loan and the
          renewal, extension or new Acquisition Loan shall not exceed ten years.

          (d) If at any time there is more than one Acquisition Loan
     outstanding, then separate accounts shall be established under the Loan
     Suspense Account for each such Acquisition Loan.  Each Acquisition Loan for
     which a separate account is maintained shall be treated separately for
     purposes of the provisions governing the release of Shares from the Loan
     Suspense

                                      46

 
ESOP PROVISIONS
- ---------------
 
     Account under this Section 4A.03 (including for purposes of determining
     whether Section 4A.03(b) or Section 4A.03(c) governs the release of Shares
     from any particular Loan Suspense Account).

          (e) As soon as practicable following the release of Leveraged Shares
     from the Loan Suspense Account as a result of a loan amortization payment,
     a portion of the total number of Shares so released shall be allocated to
     Participants' Accounts based on the amounts of any dividends on Stock used
     to make the loan amortization payment.  The portion so released shall be
     separately calculated with respect to (i) cash dividends on Stock held in
     Participants' Accounts (the "Allocated Dividends") and (ii) dividends on
     Stock held in the Loan Suspense Account (the "Unallocated Dividends").  The
     number of released shares with respect to Allocated Dividends shall be
     determined and allocated in accordance with the provisions of Section
     4A.06.  The number of released shares with respect to Unallocated Dividends
     shall be allocated among Participants' Accounts pursuant to Subsection (f)
     below.

          (f) As soon as practicable following each ESOP Allocation Period, all
     Leveraged Shares that have been released from the Loan Suspense Account as
     a result of loan amortization payments made during such ESOP

                                      47

 
ESOP PROVISIONS
- ---------------
 
     Allocation Period that have not and will not be allocated pursuant to
     Subsection (e) shall be allocated to Participants' Accounts pursuant to
     this Subsection (f).  For any ESOP Allocation Period such Leveraged Shares
     shall be allocated to a Participant's Account in the same proportion that
     the amount of such Participant's Elective Deferral amounts made during such
     ESOP Allocation Period up to eight percent (8%) of such Participant's
     Weekly Rate of Compensation for the ESOP Allocation Period bears to the
     total amount of Elective Deferral amounts for the ESOP Allocation Period of
     all Participants, counting only the Elective Deferral amounts of each such
     Participant up to eight percent (8%) of each such Participant's Weekly Rate
     of Compensation for the ESOP Allocation Period.  Any such allocation shall
     be considered "matching contributions" for purposes of Code Section 401(m).

          SECTION 4A.04 - If at the time of distribution, Stock distributed from
          -------------                                                         
the ESOP Fund is not readily tradeable on an established market within the
meaning of Section 409(h) of the Code and the Regulations, such Stock shall be
subject to a put option in the hands of a Qualified Holder by which such
Qualified Holder may sell all or any part of the Stock distributed to him by the
ESOP Fund to the ESOP Trustee.  Should the ESOP Trustee decline to purchase

                                      48

 
ESOP PROVISIONS
- ---------------
 
all or any part of the Stock put to it by the Qualified Holder, the Corporation
shall purchase the Stock that the ESOP Trustee declines to purchase.  The put
option shall be subject to the following conditions:

          (a) The term "Qualified Holder" shall mean the Participant or
     beneficiary receiving the distribution of such Stock, any other party to
     whom the Stock is transferred by gift or by reason of death, and also any
     trustee of an individual retirement account (as defined under Code Section
     408) to which all or any portion of the distributed Stock is transferred
     pursuant to a tax-free "rollover" transaction satisfying the requirements
     of Sections 402 and 408 of the Code.

          (b) During the 60-day period following any distribution of such Stock,
     a Qualified Holder shall have the right to require the Corporation to
     purchase all or a portion of the distributed Stock held by the Qualified
     Holder.  The purchase price to be paid for any such Stock shall be their
     fair market value determined (1) as of the Valuation Date coinciding with
     or next preceding the exercise of the put option under this Section 4A.04
     or, (2) in the case of a transaction between the Plan and a "disqualified
     person" within the meaning of Section 4975(e)(2) of the Code or a "party

                                      49

 
ESOP PROVISIONS
- ---------------
 
     in interest" within the meaning of Section 3(14) of ERISA, as of the date
     of the transaction.

          (c) If a Qualified Holder shall fail to exercise his put option right
     under Section 4A.04(b), the option right shall temporarily lapse upon the
     expiration of the 60-day period.  As soon as practicable following the last
     day of the Plan Year in which the 60-day option period expires, the
     Corporation shall notify the non-electing Qualified Holder (if he is then a
     shareholder of record) of the valuation of the Stock as of that date.
     During the 60-day period following receipt of such valuation notice, the
     Qualified Holder shall again have the right to require the Corporation to
     purchase all or any portion of the distributed Stock.  The purchase price
     to be paid therefor shall be fair market value determined (1) as of the
     Valuation Date coinciding with or next preceding the exercise of the put
     option under this Section 4A.04(c) or, (2) in the case of a transaction
     between the Plan and a "disqualified person" within the meaning of Section
     4975(e)(2) of the Code or a "party in interest" within the meaning of
     Section 3(14) of ERISA, as of the date of the transaction.

          (d) The foregoing put options under Section 4A.04(b) and (c) hereof
     shall be effective solely

                                      50

 
ESOP PROVISIONS
- ---------------
 
     against the Corporation and shall not obligate the Plan or Trust in any
     manner.

          (e) In making the determination of fair market value, the Corporation
     shall consider, to the extent permitted by law (and in conformity, where
     applicable, with the provisions of Section 6), the same methodology used to
     value the Stock at the time of its initial purchase by the ESOP Trustee and
     shall, to the extent permitted by law, include as a valuation factor at
     least the same proportionate share of enterprise value as was taken into
     account at the time of such purchase of Stock.

          (f) The period during which the put option is exercisable does not
     include any time when a Qualified Holder is unable to exercise it because
     the Corporation is prohibited from honoring it by applicable Federal or
     State laws.

          (g) Except as otherwise required or permitted by the Code, the put
     options under this Section 4A.04 shall satisfy the requirements of Section
     54.4975-7(b) of the Treasury Regulations to the extent, if any, that such
     requirements apply to such put options.

          (h) A Qualified Holder must exercise his put option in writing by
     Filing with the Committee.  If a Qualified Holder exercises his put option
     under this

                                      51

 
ESOP PROVISIONS
- ---------------
 
     Section 4A.04, payment for the Stock repurchased shall be made, in the case
     of a distribution of a Participant's Account within one taxable year, in
     substantially equal annual payments over a period beginning not later than
     30 days after the exercise of the put option and not exceeding five years
     (provided that adequate security and reasonable interest are provided with
     respect to unpaid amounts) or, in the case of other distributions, not
     later than 30 days after such exercise.

          SECTION 4A.05 -
          -------------  

          (a)  Notwithstanding any other provision of the Plan, any Participant
     who has attained age 55 and completed at least ten (10) Years of Service
     may elect to have up to 25% of the value in his Participant's Account
     attributable to ESOP Contributions (other than any mounts attributable to
     Directable ESOP Contributions) invested in the funds referred to in Section
     4A.05(b).  Any such Participant may make this election once during each
     Plan Year of his Qualified Election Period.  After the close of the sixth
     Plan Year in the Participant's Qualified Election Period, the Participant
     may so direct the investment of up to 50% of the value of amounts in his
     Participant's Account attributable to ESOP Contributions (other than

                                      52

 
ESOP PROVISIONS
- ---------------
 
     any amounts attributable to Directable ESOP Contributions).  For this
     purpose, the term "Qualified Election Period" shall mean the period
     beginning with the later of the Plan Year in which the Participant attains
     age 55 or completes ten (10) Years of Service and ending upon the
     Participant's Termination of Employment.  The percentage of amounts in a
     Participant's Account attributable to ESOP Contributions for which he may
     make investment directions in a Plan Year shall be the "Allocable Portion"
     of such Participant's Account at the time of the election under this
     Section 4A.05.

          (b)  A Participant may elect by Filing With The Committee, to have the
     dollar value of the Allocable Portion of his Participant's Account on the
     Valuation Date of the first month following the end of the calendar month
     in which the election is filed, invested by the Trustee either entirely in
     the Bond Fund, or entirely in the Securities Fund, or entirely in the STIF
     Fund, or one-half in one Fund and one-half in one of the other Funds, or
     one-half in one Fund and one-fourth in each of the other Funds, or three-
     fourths in one Fund and one-fourth in one of the other Funds.  For the sole
     purpose of this Section 4A.05(b), the effective date of the election shall
     be the Valuation

                                      53

 
ESOP PROVISIONS
- ---------------
 
     Date of the first month following the calendar month in which the election
     is Filed With The Committee.  The election may not be withdrawn once Filed
     With The Committee for ninety (90) days.  Such election shall be in
     accordance with any notice, rulings, or regulations or other guidance
     issued by the Internal Revenue Service with respect to Code Section
     401(a)(28)(B).

          SECTION 4A.06 - Effective as of the beginning of the first payroll
          -------------                                                     
period in the July 1989 Month, all cash dividends on Stock allocated to
Participants' Accounts may, as determined by the Corporation, be used in whole
or in part, consistent with Section 404(k) of the Code to make principal or
interest payments on an Acquisition Loan to the extent permitted by law, or may
be retained in the Participant's Account or paid out to the Participant.  The
Corporation may determine how such dividends may be applied for any Plan Year up
to the time when such dividends are finally allocated to the Accounts of
Participants as of the last day of the Plan Year.  Such dividends may not be
used for payment of an Acquisition Loan unless Stock released for the benefit of
Participants who would have otherwise been credited with the value of such
dividends has a fair market value not less than the amount of such dividends
which would have been otherwise allocated for the benefit of the Participant for
the Plan Year.  The allocation under Section

                                      54

 
ESOP PROVISIONS
- ---------------
 
4A.03 of the value of Stock released pursuant to this Section 4A.06 shall be
allocated to Participants in the same proportion that the value of dividends
used for payment of the Acquisition Loan would have been allocated for the
benefit of such Participants. All cash dividends on Leveraged Shares that are
not allocated to any Participant's Account shall be used to repay an Acquisition
Loan related to such shares and the Leverage Shares released from the Loan
Suspense Account due to such repayment shall be allocated as described under
Section 4A.03.

          SECTION 4A.07 - Stock held in Participants' Accounts shall be valued
          -------------                                                       
as of each Valuation Date, or at the discretion of the Committee, more
frequently.  All valuations of Stock which is not readily tradeable on an
established securities market shall be made by an independent appraiser meeting
requirements similar to those contained in Treasury Regulations under Section
170(a)(1) of the Code.

          SECTION 4A.08 - All tender or exchange decisions with respect to Stock
          -------------                                                         
held by the ESOP Trustee shall be made only by Participants acting in their
capacity as Named Fiduciaries with respect to both allocated and (based on any
ESOP Match Stock allocated to their Participants' Accounts) unallocated Shares
in accordance with the following provisions of this Section 4A.08:

                                      55

 
ESOP PROVISIONS
- ---------------
 
          (a) In the event an offer shall be received by the ESOP Trustee
     (including a tender offer for Shares subject to Section 14(d)(1) of the
     Securities Exchange Act of 1934 or subject to Rule 13e-4 promulgated under
     that Act, as those provisions may from time to time be amended) to purchase
     or exchange any Shares held by the ESOP Trustee, the Trustee will advise
     each Participant who has Shares credited to his Participant's Account in
     writing of the terms of the offer as soon as practicable after its
     commencement and will furnish each Participant with a form by which he may
     instruct the Trustee confidentially whether or not to tender or exchange
     Shares allocated to his Participant's Account and (based on any ESOP Match
     Stock allocated to his Participant's Account) a proportionate share of any
     unallocated Shares (including fractional shares to 1/1000th of a Share).
     The materials furnished to the Participants shall include (i) a notice from
     the ESOP Trustee that, except as provided in subsection (h) of this Section
     4A.08, the ESOP Trustee will not tender or exchange any Shares (allocated
     or unallocated) for which timely instructions are not received by the ESOP
     Trustee and (ii) such related documents as are prepared by any person and
     provided to the shareholders of the Corporation pursuant to the Securities
     Exchange Act of

                                      56

 
ESOP PROVISIONS
- ---------------
 
     1934.  The Committee and the ESOP Trustee may also provide Participants
     with such other material concerning the tender or exchange offer as the
     ESOP Trustee or the Committee in its discretion determine to be
     appropriate, provided, however, that prior to any distribution of materials
     by the Committee, the ESOP Trustee shall be furnished with complete copies
     of all such materials.  The Corporation and the Committee will cooperate
     with the ESOP Trustee to ensure that Participants receive the requisite
     information in a timely manner.

          (b) The ESOP Trustee shall tender or not tender Shares or exchange
     Shares allocated to any Participant's Account (including fractional Shares
     to 1/1000th of a Share) only as and to the extent instructed by the
     Participant as a Named Fiduciary.  With respect to Shares allocated to the
     Participant's Account of a deceased Participant, such Participant's
     beneficiary, as a Named Fiduciary, shall be entitled to direct the Trustee
     whether or not to tender or exchange such Shares as if such beneficiary
     were the Participant.  If tender or exchange instructions for Shares
     allocated to any Participant's Account are not timely received by the ESOP
     Trustee, the ESOP Trustee will treat non-receipt as a direction not to
     tender or

                                      57

 
ESOP PROVISIONS
- ---------------
 
     exchange such Shares.  The instructions received by the ESOP Trustee from
     Participants or beneficiaries shall be held by the ESOP Trustee in strict
     confidence and shall not be divulged or released to any person, including
     directors, officers or employees of the Corporation or of any other
     company, except as otherwise required by law.

          (c) Each Participant who has ESOP Match Stock allocated to his
     Participant's Account and who is entitled to direct the ESOP Trustee
     whether or not to tender or exchange Shares allocated to his Participant's
     Account shall separately direct the ESOP Trustee, as a Named Fiduciary,
     with respect to the tender or exchange of a portion of the Shares that are
     unallocated to any Participant's Account.  Such direction (treating non-
     receipt of directions as a direction not to tender or exchange) shall be
     with respect to such number of unallocated Shares multiplied by a fraction,
     the numerator of which is the number of Shares of ESOP Match Stock
     allocated to the Participant's Account and the denominator of which is the
     total number of Shares of ESOP Match Stock allocated to the Accounts of all
     Participants.  Fractional Shares shall be rounded to the nearest 1/1000th
     of a Share.

                                      58

 
ESOP PROVISIONS
- ---------------
 
          (d) In the event, under the terms of a tender offer or otherwise, any
     Shares tendered for sale, exchange or transfer pursuant to such offer may
     be withdrawn from such offer, the ESOP Trustee shall follow such
     instructions respecting the withdrawal of such securities from such offer
     in the same manner and the same proportion as shall be timely received by
     the ESOP Trustee from the Participants, as Named Fiduciaries, entitled
     under this Section 4A.08 to give instructions as to the sale, exchange or
     transfer of securities pursuant to such offer.

          (e) In the event that an offer for fewer than all of the Shares held
     by the ESOP Trustee shall be received by the ESOP Trustee, each Participant
     who has been allocated any Shares subject to such offer shall be entitled
     to direct the ESOP Trustee as to the acceptance or rejection of such offer
     (as provided by subsections (a)-(d) of this Section 4A.08) with respect to
     the largest portion of such Stock as may be possible given the total number
     or amount of Shares the ESOP Trustee may sell, exchange or transfer
     pursuant to the offer based upon the instructions received by the ESOP
     Trustee from all other Participants who shall timely instruct the ESOP
     Trustee pursuant to this Section 4A.08 to sell, exchange or transfer such
     Shares

                                      59

 
ESOP PROVISIONS
- ---------------
 
     pursuant to such offer, each on a pro rata basis in accordance with the
                                       --------                             
     number or amount of such Shares allocated to the Participants' Accounts.

          (f) In the event an offer shall be received by the ESOP Trustee and
     instructions shall be solicited from Participants pursuant to subsections
     (a)-(d) of this Section 4A.08 regarding such offer, and prior to
     termination of such offer, another offer is received by the ESOP Trustee
     for the securities subject to the first offer, the ESOP Trustee shall use
     its best efforts under the circumstances to solicit instructions from the
     Participants to the ESOP Trustee (i) with respect to securities tendered
     for sale, exchange or transfer pursuant to the first offer, whether to
     withdraw such tender, if possible, and, if withdrawn, whether to tender any
     securities so withdrawn for sale, exchange or transfer pursuant to the
     second offer and (ii) with respect to securities not tendered for sale,
     exchange or transfer pursuant to the first offer, whether to tender or not
     to tender such securities for sale, exchange or transfer pursuant to the
     second offer.  The ESOP Trustee shall follow all such instructions received
     in a timely manner from Participants in the same manner and in the same
     proportion as provided in subsections (a)-(d) of this

                                      60

 
ESOP PROVISIONS
- ---------------
 
     Section 4A.08.  With respect to any further offer for any Stock received by
     the ESOP Trustee and subject to any earlier offer (including successive
     offers from one or more existing offerors), the ESOP Trustee shall act in
     the same manner as described above.

          (g) A Participant's instructions to the ESOP Trustee to tender or
     exchange Shares will not be deemed a withdrawal or suspension from the Plan
     or a forfeiture of any portion of the Participant's interest in the Plan.
     Funds received in exchange for tendered Shares will be credited to the
     Participant's Account of the Participant whose Shares were tendered or the
     Loan Suspense Account from which such Shares were tendered and will be used
     by the ESOP Trustee to purchase Stock, as soon as practicable.  In the
     interim, the ESOP Trustee will invest such funds in short-term investments
     permitted under the ESOP Trust.

          (h) In the event that a tender or exchange offer is received by the
     Trustee before any Shares have been allocated to Participants' Accounts,
     then Participants, as Named Fiduciaries, shall confidentially instruct the
     ESOP Trustee whether or not to accept the offer.  The ESOP Trustee shall
     respond to the tender or exchange offer by following the instructions of
     Participants on a one person - one vote basis in the same proportion

                                      61

 
ESOP PROVISIONS
- ---------------
 
     and in the same manner as provided in this Section 4A.08 pursuant to the
     instructions timely received by the ESOP Trustee.

          (i) The ESOP Trustee shall take all steps necessary, including
     appointment of a corporate trustee and/or an outside independent
     administrator to the extent such action, after consultation with the
     Corporation and the Profit Sharing Trustee, is found necessary to maintain
     confidentiality of Participant responses and/or to adequately discharge
     their obligations as Named Fiduciary.

          SECTION 4A.09 - All voting rights on Shares held by the ESOP Trustee
          -------------                                                       
shall be exercised by the ESOP Trustee only as directed by the Participants
acting in their capacity as Named Fiduciaries with respect to both allocated and
(based on any ESOP Match Stock allocated to their Accounts) unallocated Shares
in accordance with the following provisions of this Section 4A.09:

          (a) As soon as practicable before each annual or special shareholders'
     meeting of the Corporation, the ESOP Trustee shall furnish to each
     Participant a copy of the proxy solicitation material sent generally to
     shareholders, together with a form requesting confidential instructions on
     how the Shares allocated to such Participant's Account and (based on any
     ESOP

                                      62

 
ESOP PROVISIONS
- ---------------
 
     Match Stock allocated to his Participant's Account) a proportionate Share
     of any unallocated Shares (including fractional Shares to 1/1000th of a
     Share) are to be voted.  The Corporation and the Committee shall cooperate
     with the Trustee to ensure that Participants receive the requisite
     information in a timely manner.  Except as provided in subsection (d) of
     this Section 4A.09, the materials furnished to the Participants shall
     include a notice from the ESOP Trustee that the ESOP Trustee will not vote
     any allocated Shares for which timely instructions are not received by the
     ESOP Trustee.  Upon timely receipt of instructions, the ESOP Trustee (after
     combining votes of fractional Shares to give effect to the greatest extent
     to Participants' instructions) shall vote the Shares as instructed.
     Allocated and unallocated Shares shall be voted or not voted in accordance
     with the instructions received by the ESOP Trustee and the provisions of
     Section 4A.09(b) and 4A.09(c).  Voting instructions which are not timely
     received by the ESOP Trustee will not be followed. The instructions
     received by the ESOP Trustee from Participants or Beneficiaries shall be
     held by the ESOP Trustee in strict confidence and shall not be divulged or
     released to any person including directors, officers or employees of the

                                      63

 
ESOP PROVISIONS
- ---------------
 
     Corporation, or of any other company, except as otherwise required by law.

          (b) With respect to all corporate matters submitted to shareholders,
     all Shares allocated to Participants' Accounts shall be voted only in
     accordance with the directions of such Participants as Named Fiduciaries as
     given to the ESOP Trustee.  Each Participant shall be entitled to direct
     the voting of Shares (including fractional shares to 1/1000th of a share)
     allocated to his Participant's Account.  With respect to Shares allocated
     to the Participant's Account of a deceased Participant, such Participant's
     beneficiary, as Named Fiduciary, shall be entitled to direct the voting
     with respect to such allocated Shares as if such beneficiary were the
     Participant.

          (c) Each Participant who has ESOP Match Stock allocated to his
     Participant's Account and who is entitled to vote on any matter presented
     for a vote by the stockholders shall separately direct the ESOP Trustee
     with respect to the vote of a portion of the Shares that are unallocated to
     any Participant's Account.  Such direction shall be with respect to such
     number of votes equal to the total number of votes attributable to Shares
     not allocated to the Participants' Accounts multiplied by a fraction, the
     numerator

                                      64

 
ESOP PROVISIONS
- ---------------
 
     of which is the number of votes attributable to ESOP Match Stock allocated
     to the Participant's Account and the denominator of which is the total
     number of votes attributable to the Participants' Accounts of all
     Participants.  Any unallocated Shares for which no instructions have been
     received by the ESOP Trustee shall be voted by the ESOP Trustee in
     proportion to the unallocated Shares as to which instructions have been
     received.  Fractional Shares shall be rounded to the nearest 1/1000th of a
     Share.

          (d) In the event that Shares must be voted before any Shares have been
     allocated to Participants' Accounts, then Participants, as Named
     Fiduciaries, shall confidentially instruct the ESOP Trustee as to their
     voting preferences on all matters requiring a shareholders' vote.  All
     Shares that are unallocated to any Participant's Account shall thereafter
     be voted by the ESOP Trustee on a one person - one vote basis in the same
     proportion and in the same manner as provided in this Section 4A.09
     pursuant to the instructions timely received by the ESOP Trustee.

          SECTION 4A.10 - In no event shall any part of the Plan, including the
          -------------                                                        
ESOP Feature, be used for, or diverted to, any purpose other than for the
exclusive benefit of Participants and their beneficiaries.  Notwithstanding the

                                      65

 
ESOP PROVISIONS
- ---------------
 
foregoing, in the event that an ESOP Contribution is conditioned upon initial
qualification of the ESOP Feature under Section 401(a) of the Code, and the ESOP
Feature does not so qualify, the contribution may, to the extent permitted by
law, be returned to the Corporation within one year after the denial of
qualification.

          SECTION 4A.11 - Upon a complete termination of the Plan, or of the
          -------------                                                     
ESOP Feature, any unallocated Leveraged Shares shall be sold to the Corporation
or on the open market.  The proceeds of such sale shall be used to satisfy any
outstanding Acquisition Loan and the balance of any funds remaining shall be
allocated to each Participant's Account based on the proportion that the
Corporation Matching Contributions for the current Plan Year to such
Participant's Account bears to the total Corporation Matching Contributions for
the current Plan Year to all Participants' Accounts.

                                      66

 
                                   SECTION 5
                                   ---------

                             PARTICIPANT'S ACCOUNT
                             ---------------------

          SECTION 5.01 - There shall be maintained for each Participant a
          ------------                                                   
separate Participant's Account which shall show in dollars the Elective Deferral
amounts and After-Tax Contributions specified by the Participant and the
corresponding Corporation Matching Contributions made as provided in Sections
4.01 and 4A.01 (consisting of the Corporation's Matching Contributions, ESOP
Contributions and forfeitures) and, in terms of Units or Shares, shall show the
portion of such Participant's Account in the Bond Fund, the Securities Fund, the
STIF Fund, the Lockheed Martin Stock Fund and/or the ESOP Fund, as the case may
be.  In addition, the Participant's Account shall show that portion of the
Participant's Account in the ESOP Fund that consists of Thrift Stock and the
portion that consists of ESOP Match Stock.  As of July 1, 1989, Stock shall be
accounted for in Shares rather than Units.

          SECTION 5.02 -
          ------------  

          (a) The annual addition to any Participant's Account for any Plan Year
     shall not exceed the maximum permissible amount.  For purposes of Section
     415 of the Code, the "limitation year" shall be the Plan Year.  Subsection
     (c) defines the terms used in this Section.

                                      67

 
          (b) If a Participant's annual addition would exceed the maximum
     permissible amount, any excess contribution inadvertently made shall be
     refunded to the Corporation and, to the extent the excess contribution is
     attributable to Elective Deferrals and After-Tax Contributions, returned to
     the Participant in question.

          (c) For purposes of this Section, terms used herein shall have the
     following meanings:

               (1) "Annual addition" shall mean the sum of After-Tax
          Contributions, Corporation contributions (including Elective
          Deferrals, Flexible Credit Contributions and ESOP Contributions) and
          any forfeitures allocated to a Participant's account for a Plan Year
          under this Plan and all other qualified defined contribution plans of
          the Corporation.

               "Annual addition" shall also include amounts derived from
          Corporation contributions paid or accrued after December 31, 1985, in
          taxable years ending after such date, which are attributable to post-
          retirement medical benefits allocated to the separate account of a key
          employee, as defined in Code Section 419A(d)(3), under a welfare
          benefit fund, as defined in Code Section 419(e), which is maintained
          by the Corporation, and amounts

                                      68

 
PARTICIPANT'S ACCOUNT
- ---------------------
 
          substantially similar to those just described which are contributed to
          a defined benefit plan for a plan year of the defined benefit plan
          beginning after March 31, 1984.

               The amount of any contribution to the Plan made by the
          Corporation during a Plan Year that is used to repay principal and
          interest on an Acquisition Loan shall be considered an Annual Addition
          for the Plan Year.  Annual Additions shall not include any Leveraged
          Shares that are allocated to Participants' Accounts for the Plan Year.

               (2) "Maximum permissible amount" shall mean, with respect to a
          Participant, the lesser of

                    a.  twenty-five percent of the Participant's earnings for
               the Plan Year, or

                    b.  $30,000 (or such higher amount then in effect pursuant
               to Section 415(d) of the Code for the calendar year in or with
               which the Plan Year ends), except as otherwise provided under
               Code Section 415(c)(6).

               Moreover, if in any Plan Year no more than one-third of ESOP
          Contributions are allocated to Participants who are highly compensated
          employees within the meaning of Code Section 414(q), the

                                      69

 
PARTICIPANT'S ACCOUNT
- ---------------------
 
          above limitations shall not apply to ESOP Contributions which are used
          to make interest payments under an Acquisition Loan or to reallocated
          forfeitures of Stock acquired with the proceeds of an Acquisition
          Loan.

               (3) "Earnings" shall mean the total cash and non-cash
          remuneration paid to a Participant during the Plan Year but excluding
          Elective Deferrals under this Plan, and:

                    a.  employer contributions for simplified employee pension,

                    b.  deferred compensation (other than an amount included in
               the Participant's gross income for the Plan Year which is
               attributable to an unfunded, non-qualified plan),

                    c.  amounts realized from the exercise of a non-qualified
               stock option, or when restricted stock (or property) held by an
               Employee becomes freely transferable or is no longer subject to a
               substantial risk or forfeiture,

                    d.  amounts realized from the sale, exchange or other
               disposition of stock under a tax-benefitted stock option, and

                                      70

 
PARTICIPANT'S ACCOUNT
- ---------------------

                    e. other amounts which receive special tax benefits.

               (d) If a Participant in this Plan has at any time participated in
          one or more qualified defined benefit plans maintained by the
          Corporation, the sum of the Participant's "defined contribution plan
          fraction" and "defined benefit plan fraction" shall not exceed 1.0.

                    (1) "Defined contribution Plan fraction" shall have the
                         ----------------------------------                
               meaning set forth in Internal Revenue Code Section 415(e)(3).
               If, based on reasonable projections, it is expected that a
               Participant's defined contribution plan fraction in the future
               will be materially less than his or her current defined
               contribution plan fraction, the Committee may compute the defined
               contribution plan fraction on a projected basis.  Section
               415(e)(3) defines the term "defined contribution plan fraction"
               as a fraction

                         (i) the numerator of which is the sum of the annual
                    additions, as defined in subsection (c), to the
                    Participant's accounts in this Plan and all other

                                      71

 
PARTICIPANT'S ACCOUNT
- ---------------------
 
                    qualified defined contribution and defined benefit plans
                    (whether or not terminated) of the Corporation for the
                    current and all prior Plan Years, and

                        (ii) the denominator of which is the sum of the annual
                    additions which would have been made for the Participant for
                    the current and all prior Plan Years (whether or not this
                    Plan or any other defined contribution or defined benefit
                    plan was then in existence) if, in each such Year, the
                    Participant's annual additions equaled the lesser of

                                a  125 percent of the dollar limitation in
                                -                                         
                         effect under Internal Revenue Code Section
                         415(c)(1)(A), or

                                b  thirty-five percent of the Participant's
                                -                                          
                         earnings for the Year in question.

                    A Participant's defined contribution plan fraction as of the
               end of the last Plan Year beginning prior to 1976 shall be
               calculated in accordance with Treas. Reg. Sec. 1.415-7(d).  If
               the Participant was a

                                      72

 
PARTICIPANT'S ACCOUNT
- ---------------------
 
               participant in one or more qualified defined contribution plans
               maintained by the Corporation which were in existence on July 1,
               1982, the numerator of the Participant's defined contribution
               plan fraction will be adjusted if the sum of this fraction and
               the defined benefit plan fraction would otherwise exceed 1.0.
               Under the adjustment, an amount equal to the product of (i) the
               excess of the sum of both fractions over 1.0, times (ii) the
               denominator of the defined contribution plan fraction will be
               permanently subtracted from the numerator of the defined
               contribution plan fraction.  The adjustment shall be calculated
               using the fractions as they would be computed as of the end of
               the last Plan Year beginning before June 30, 1983.  This
               adjustment shall also be made if, at the end of the last Plan
               Year beginning before January 1, 1984, the sum of both fractions
               exceeds 1.0 because of accruals or additions that were made
               before the limitations of this subsection became effective for
               any plans of the Corporation in existence on July 1, 1982.

                                      73

 
PARTICIPANT'S ACCOUNT
- ---------------------
 
               The Committee may elect to compute the denominator of a
               Participant's defined contribution plan fraction for Plan Years
               ending on or before January 1, 1983 by multiplying the
               Participant's denominator (as determined as of the end of the
               Plan Year ending in 1982) by the "transition fraction." The
               transition fraction shall have a numerator equal to the lesser of
               $51,875 (or $41,500 if Internal Revenue Code Section 416(h)(4)
               (relating to top heavy plans) is applicable for the first Plan
               Year beginning after December 31, 1983) or thirty-five percent of
               the Participant's earnings for the Plan Year ending during 1981,
               and shall have a denominator equal to the lesser of $41,500 or
               twenty-five percent of the Participant's earnings for the Plan
               Year ending during 1981.  This election shall be made in
               accordance with procedures established under or in accordance
               with Internal Revenue Code Section 415(e)(6).

                    (2) "Defined benefit plan fraction" shall have the meaning
                         -----------------------------                        
               set forth in Internal Revenue Code Section 415(e)(2).  This Code

                                      74

 
PARTICIPANT'S ACCOUNT
- ---------------------
 
               Section defines the term "defined benefit plan fraction" as a
               fraction (i) the numerator of which is the sum of the
               Participant's projected annual benefit under all defined benefit
               plans (whether or not terminated) of the Corporation, and (ii)
               the denominator of which is the lesser of

                         a  125 percent of the dollar limit in effect under
                         -                                                 
                    subsection (c)(2)b. for the Plan Year, or

                         b  140 percent of the Participant's earnings.
                         -                                            

               The projected annual benefit shall be the annual retirement
               benefit attributable to Corporation contributions to which the
               Participant would be entitled under the terms of the defined
               benefit plans (adjusted to the actuarial equivalent of a straight
               life annuity if the projected annual benefit is expressed in a
               form other than a straight life annuity or qualified joint and
               survivor annuity), assuming that the Participant will continue
               employment until normal retirement age (or current age, if
               later), and that the Participant's compensation for the current

                                      75

 
PARTICIPANT'S ACCOUNT
- ---------------------
 
               Plan Year and all other relevant factors used to determine
               benefits under the plans will remain constant for all future Plan
               Years.  If the Participant was a participant in one or more
               qualified defined benefit plans maintained by the Corporation
               which were in existence on July 1, 1982, the denominator of the
               Participant's defined benefit plan fraction will not be less than
               125 percent of the sum of the annual benefits which the
               Participant had accrued under such plans as of the end of the
               last Plan Year beginning before June 30, 1983.  The preceding
               sentence shall apply only if the defined benefit plans
               individually and in the aggregate satisfied the requirements of
               Internal Revenue Code Section 415 as in effect at the end of the
               1982 Plan Year.

                    (3) For any Plan Year in which the Plan is "top heavy," as
               defined in Section 15.01(b) and the exception in Internal Revenue
               Code Section 416(h)(2) does not apply, "100 percent" shall be
               substituted for "125 percent" in determining the denominators

                                      76

 
PARTICIPANT'S ACCOUNT
- ---------------------
 
               of a key employee's defined contribution and defined benefit plan
               fractions.

          SECTION 5.03 - As of the Valuation Date of each Month each
          ------------                                              
Participant's Account shall be credited for such Month with the number of Units
equivalent to the Unit value and/or Shares at a Share value (such Unit values
and Share values calculated as provided in Sections 6.01 and 6.02) of:

          (1) the total dollar amount of weekly Elective Deferrals and After-Tax
     Contributions specified by such Participant during such Month,

          (2) the Corporation Matching Contributions with respect to such Month
     as provided in Section 4.01, and

          (3) the ESOP Contributions with respect to any such Month as provided
     in Section 4A.01.

          Such units shall be allocated to the Bond Fund, the Securities Fund,
the Lockheed Martin Stock Fund and/or the STIF Fund and such Shares shall be
allocated to the ESOP Fund pursuant to the provisions of Sections 3.01(a)(2),
3.05 and 4.02.

          SECTION 5.04 -
          ------------  

          (a) A direct plan-to-plan (trust-to-trust) transfer of assets to this
     Plan from another qualified defined contribution plan may be made only with
     the consent of the Board.  Such consent shall be granted only in regard to
     groups of persons who become

                                      77

 
PARTICIPANT'S ACCOUNT
- ---------------------
 
     Employees due to acquisitions or in other special circumstances.
     "Rollovers" or plan-to-plan transfers from individual retirement accounts
     or other qualified plans by individual employees are not permitted.

          (b) An account shall be maintained under the Plan for each person on
     whose behalf assets are transferred to the Plan.  If such person is not
     otherwise a Participant, the individual shall be considered a participant
     with respect to his transferred account, but for no other Plan purpose
     until he becomes a Participant pursuant to Section 3 or 14.

                                      78

 
                                   SECTION 6
                                   ---------

                      VALUATION OF PARTICIPANT'S ACCOUNT
                      ----------------------------------

          SECTION 6.01 - The value of Units in each Participant's Account, as
          ------------                                                       
allocated to each Fund under the Plan shall be determined separately for each
Fund as of each Valuation Date.  At the inception of the Bond Fund, STIF Fund,
Securities Fund and Lockheed Martin Stock Fund one Unit for each dollar
contributed by the Participant and for each dollar contributed by the
Corporation with respect to such Participant prior to the first Valuation Date
of such Fund was credited to each Participant's Account, allocated to each Fund
as specified pursuant to Sections 3.01(a)(2), 3.05, 3.06 and 4.02 as such
Sections were in effect on such Valuation Dates.  On each succeeding Valuation
Date (a) the value of the Bond Fund, the Lockheed Martin Stock Fund, the
Securities Fund and the STIF Fund, respectively, shall be the fair market value,
as determined by the Trustee, as of such date, of the investments and cash held
in such Fund on such date, less liabilities and the expenses as provided in
Section 7.05 as accrued or paid as of such date; and (b) the value of a Unit in
each Fund shall be determined by dividing the value of each such Fund, as
determined above, by the total number of Units in all Participants' Accounts
allocated to each such Fund as of such date.  Notwithstanding anything to the
contrary contained herein,

                                      79

 
VALUATION OF PARTICIPANT'S ACCOUNT
- ----------------------------------
 
assets in the STIF Fund may be valued at cost or unpaid principal amount if
there is no readily ascertainable fair market value.

          SECTION 6.02 - Effective as of July 1, 1989, Units maintained in the
          ------------                                                        
Lockheed Martin Stock Fund that are not held in the Accounts of Participants who
are employees of Lockheed Aeromod Center, Inc., shall be valued and converted to
Shares in the ESOP Fund.  On each succeeding Valuation Date thereafter, the
value of the Participant's Account in the ESOP Fund shall be equal to the number
of Shares, including any fractional Share; credited to his Participant's Account
as of such date multiplied by the published composite closing price per Share on
such Valuation Date.

                                      80

 
                                   SECTION 7
                                   ---------

                            TRUST FUND AND TRUSTEE
                            ----------------------

          SECTION 7.01 - All contributions made to the Plan by a Participant or
          ------------                                                         
on his behalf shall be made to a Trust Fund or Trust Funds established by a
trust agreement or trust agreements with a Trustee or Trustees to carry out the
purposes of the Plan.  Such Trust Fund or Trust Funds shall be composed of the
Bond Fund, the ESOP Fund, the Securities Fund, the STIF Fund and such other Fund
as may be established from time to time.  The Committee shall select such
Trustee(s), and may change the Trustee(s) from time to time.  Any Trustee(s)
designated hereunder shall be a bank or trust company qualified under the laws
of the United States or of any State to operate thereunder as a trustee.
Lockheed Corporation will determine the form and terms of any such trust
agreement.  Lockheed Corporation may amend any such trust agreement from time to
time to accomplish the purposes of the Plan.  The trust agreement or trust
agreements shall provide, among other things, that at no time shall any part of
the Trust Fund be used for, or diverted to, purposes other than for the
exclusive benefit of the Participants or their beneficiaries.

          SECTION 7.02 - Each Trustee shall, unless otherwise directed by an
          ------------                                                      
Investment Manager (if such has been appointed), have exclusive authority and
discretion to

                                      81

 
TRUST FUND AND TRUSTEE
- ----------------------
 
manage and invest the assets of the Trust Fund, as provided in its trust
agreement.  Each Trustee shall further be responsible for the holding and
disbursement of all contributions and income received by it under the Plan, as
provided in its trust agreement, and shall have such other responsibilities as
are provided in such agreement.

          SECTION 7.03 - Nothing in the Plan shall be construed as a guarantee
          ------------                                                        
by the Corporation or the Trustees of the value of any security or instrument in
which funds held by the Trustees are invested or as an indemnity against any
loss resulting from such investment.

          SECTION 7.04 - The Trustee shall allocate contributions made to the
          ------------                                                       
Plan by a Participant or on his behalf in accordance with the specification as
determined under Sections 3.01(a)(2), 3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10,
4.02 and 4A.05.

          SECTION 7.05 - Brokerage fees, commissions, taxes, and other charges
          ------------                                                        
and expenses incident to the purchase, sale and servicing of investments and
other taxes, if any, payable by the Trustees on the assets, or on income
thereof, at any time held in each Fund may be paid by such Fund to the extent
permitted by ERISA and the Code.  All other expenses and charges incurred in the
administration of the Plan, including the Trustees' fees and/or investment
management fees, shall be paid by the Corporation.

                                      82

 
                                   SECTION 8
                                   ---------

                                   BENEFITS
                                   --------

          SECTION 8.01 - A Participant shall be fully vested in the dollar value
          ------------                                                          
of the balance of the Units and Shares in his Participant's Account as
determined as provided in Sections 6.01 and 6.02 on the Valuation Date
coincident with or immediately following (prior to July 1, 1990, "preceding"
shall be substituted for "following") the date of Termination of Employment for
any of the following reasons:

          (a) To receive early, normal, or disability retirement benefits for
     which he is qualified under a Lockheed Retirement Plan; or

          (b) Layoff for a period of four consecutive weeks; or

          (c) Death; or

          (d) Entry into the Armed Forces of the United States; or

          (e) Because of permanent disability for a continuous period of six (6)
     or more months.  A Participant shall be deemed to be permanently disabled
     when, on the basis of medical evidence satisfactory to the Committee, the
     Committee finds that he is wholly and continuously disabled and prevented
     from performing his regular occupation for wage or profit as the result of
     bodily injury or disease, either occupational in

                                      83

 
BENEFITS
- --------
 
     cause or non-occupational in cause.  A Participant shall not be deemed
     permanently disabled if, on the basis of proof satisfactory to the
     Committee, the Committee finds that his incapacity arises out of chronic
     alcoholism, or addiction to narcotics (unless the disabling condition is
     caused, in and of itself, by an organic disease or organic condition
     resulting from such alcoholism or addiction), an injury self-inflicted or
     incurred while he was engaged in a felonious enterprise, or resulted
     therefrom, or resulted from service in the armed forces of any country
     except those of the United States; or

          (f) For any reason on or after attaining age sixty-five (65) ("Normal
     Retirement Age"); or

          (g) To receive a deferred monthly retirement benefit for which he is
     qualified under a Lockheed Retirement Plan, providing either the date of
     Termination of Employment occurs within the period of thirty (30) calendar
     days immediately preceding such Participant reaching sixty-five (65) years
     of age, or payment of the deferred monthly retirement benefit begins on the
     first day of the calendar month following the month of Termination of
     Employment.

Except as provided otherwise in Sections 8.09 or 10.02, a Participant
terminating for any of the reasons set forth in

                                      84

 
BENEFITS
- --------
 
this Section 8.01 shall receive a single sum distribution of his Participant's
Account.

          SECTION 8.02 -
          ------------  

          (a)  Upon Termination of Employment for reasons other than those set
     forth in Section 8.01, a Participant who does not have a least one Hour of
     Service on or after January 1, 1990 shall be vested in the sum of the
     following:

               (1) The dollar value of the balance of Units and Shares in his
          Participant's Account which were credited with respect to Elective
          Deferral amounts and After-Tax Contributions made by such Participant,
          determined as provided in Sections 6.01 and 6.02 on the Valuation Date
          coincident with or immediately following (prior to July 1, 1990
          "preceding" shall be substituted for "following") the date of such
          Termination of Employment;

               (2) Twenty-five percent (25%) of the dollar value of the balance
          of the Units and Shares in his Participant's Account which were
          credited with respect to Corporation Matching Contributions for the
          fifth (5th) Quarter to and including the eighth (8th) Quarter
          immediately preceding such Termination of Employment, such dollar
          value being

                                      85

 
BENEFITS
- --------
 
          determined as provided in Sections 6.01 and 6.02 on the Valuation Date
          coincident with or immediately following (prior to July 1, 1990
          "preceding" shall be substituted for "following") the date of such
          Termination of Employment;

               (3) Fifty percent (50%) of the dollar value of the balance of the
          Units and Shares in his Participant's Account which were credited with
          respect to Corporation Matching Contributions for the ninth (9th) to
          and including the twelfth (12th) Quarter immediately preceding such
          Termination of Employment, such dollar value being determined as
          provided in Sections 6.01 and 6.02 on the Valuation Date coincident
          with or immediately following (prior to July 1, 1990 "preceding" shall
          be substituted for "following") the date of such Termination of
          Employment;

               (4) Seventy-five percent (75%) of the dollar value of the balance
          of the Units and Shares in his Participant's Account which were
          credited with respect to Corporation Matching Contributions for the
          thirteenth (13th) to and including the sixteenth (16th) Quarter
          immediately preceding such Termination of Employment, such dollar
          value being determined as provided in Sections 6.01 and

                                      86

 
BENEFITS
- --------
 
          6.02 on the Valuation Date coincident with or immediately following
          (prior to July 1, 1990 "preceding" shall be substituted for
          "following") the date of such Termination of Employment; and

               (5) One hundred percent (100%) of the dollar value of the balance
          of the Units and Shares in his Participant's Account which were
          credited with respect to Corporation Matching Contributions for the
          seventeenth (17th) Quarter and Quarters beyond, immediately preceding
          such Termination of Employment, such dollar value being determined as
          provided in Sections 6.01 and 6.02 on the Valuation Date coincident
          with or immediately following (prior to July 1, 1990 "preceding" shall
          be substituted for "following") the date of such Termination of
          Employment.

               The Corporation shall maintain separate subaccounts within a
          Participant's Account if necessary to account for the Participant's
          vested interest in the Units and Shares in his Participant's Account
          which were credited with respect to Corporation Matching Contributions
          for each Quarter.  The provisions of this Section 8.02(a) shall not
          apply to employees of Sanders Associates, Inc.

                                      87

 
BENEFITS
- --------
 
          (b) Upon Termination of Employment for reasons other than those set
     forth in Section 8.01, a Participant with at least one Hour of Service on
     or after January 1, 1990 shall be vested in the sum of the following:

               (1) the dollar value of the balance of Units and Shares in his
          Participant's Account which were credited with respect to Elective
          Deferral amounts and After-Tax Contributions made by such Participant,
          determined as provided in Sections 6.01 and 6.02 on the Valuation Date
          coincident with or immediately following (prior to July 1, 1990
          "preceding" shall be substituted for "following") the date of such
          Termination of Employment; and

               (2) the vested portion of the dollar value of the balance of the
          Units and Shares in his Participant's Account which were credited with
          respect to contributions made by the Corporation under the Plan as in
          effect prior to December 26, 1983 and/or Corporation Matching
          Contributions, such dollar value being determined as provided in
          Sections 6.01 and 6.02 on the Valuation Date coincident with or
          immediately following (prior to July 1, 1990 "preceding" shall be
          substituted for

                                      88

 
BENEFITS
- --------
 
          "following") the date of such Termination of Employment.  The vested
          portion of the dollar value shall be determined in accordance with the
          following:

          Completed Years of Service          Vested Percent
          --------------------------          --------------
          Less than 2 years                           0%
          2 years but less than 3 years              25%
          3 years but less than 4 years              50%
          4 years but less than 5 years              75%
          5 years or more                           100%

          The provisions of this Section 8.02(b) shall apply to a Participant
     who is an employee of Sanders Associates, Inc. regardless of whether such
     Participant has one Hour of Service on or after January 1, 1990.
     Except as provided otherwise in Sections 8.09 or 10.02, a Participant
     entitled to a benefit under this Section 8.02 shall receive a single sum
     distribution of his Participant's Account.

          SECTION 8.03 - Prior to July 1, 1990, Participant, or his beneficiary,
          ------------                                                          
who receives payment of an amount pursuant to the provisions of Section 8.01 or
Section 8.02 shall have refunded to him any Elective Deferral amounts and After-
Tax Contributions specified by him (but not Corporation Matching Contributions)
between the Valuation Date as of which such payment under Section 8.01 or
Section 8.02 was computed and the date of Termination of Employment.

                                      89

 
BENEFITS
- --------
 
          SECTION 8.04 -
          ------------  

          (a) In the event that a Participant Terminates Employment for reasons
     other than those set forth in Section 8.01 and is not reemployed by
     Lockheed Corporation or a subsidiary or affiliate thereof during the Plan
     Year in which the termination occurs, such Participant shall thereupon
     forfeit all Units and Shares credited to such Participant's Account and the
     amounts with respect thereto in the Trust Funds to which he is not entitled
     as a benefit as determined under the provisions of Section 8.02, subject to
     restoration under Subsection 8.04(b).  A Participant will forfeit Stock in
     his Participant's Account attributable to ESOP Contributions only after
     other assets in the Participant's Account attributable to ESOP
     Contributions have been forfeited.  In the event that a Participant
     Terminates Employment for reasons other than those set forth in Section
     8.01 and is reemployed by Lockheed Corporation or a subsidiary or affiliate
     thereof during the Plan Year in which the termination occurs, such
     Participant shall retain all Units and Shares credited to such
     Participant's Account and the amounts with respect thereto in the Trust
     Funds which were not paid to him in the amount computed under the
     provisions of Section 8.02, and such Participant

                                      90

 
BENEFITS
- --------
 
     shall vest and/or continue to vest in said sums at the rate described in
     Section 8.02 without regard to the effect which said Termination of
     Employment would otherwise have on vesting.  Amounts so retained shall be
     distributable to the extent vested at the time of distribution only
     pursuant to the provisions of Sections 8.01 or 8.02 or 9.01.

          (b) To the extent required by applicable statute or regulation, in the
     event a Participant Terminates Employment and is reemployed by Lockheed
     Corporation or a subsidiary or affiliate thereof without incurring a Break
     in Service (five (5) consecutive one-year Breaks in Service in the case of
     persons who had not completed a one-year Break in Service prior to December
     30, 1985), such Participant shall have restored to his Participant's
     Account any amounts previously forfeited pursuant to Subsection 8.04(a).
     Such restoration shall be in compliance with applicable statute or
     regulation, and in accordance with rules determined by the Committee and
     uniformly applied to all Participants.  Such Participant shall continue to
     vest in said restored amounts from such date of reemployment at the rate
     described in Section 8.02.  In the case of a Participant who Terminated
     Employment, received the vested portion of the balance of Units and Shares
     in

                                      91

 
BENEFITS
- --------
 
     his Participant's Account and forfeited the Units and Shares credited to
     his Participant's Account to which he is not entitled as a benefit under
     Section 8.02, all rights to restoration of forfeited amounts for such
     Participant shall lapse if this Plan is terminated before such Participant
     is reemployed by the Corporation.  To the extent any restoration of a
     Participant's Accounts hereunder is accompanied by a repayment by the
     Participant, the Participant's Accounts upon repayment and restoration
     shall equal the amount of such repayment and restoration.

          SECTION 8.05 - A Participant who becomes entitled to receive a payment
          ------------                                                          
under the provisions of Section 8.01(a) or under the provisions of Section
8.01(g) may, prior to Termination of Employment for such reason and subject to
the provisions hereinafter set forth, elect, in lieu of such payment, that the
total number of Units and Shares in his Account be paid to him in 60, 120, 180
or 240 equal monthly installments commencing as of the last day of the month
following the month in which the Participant's employment has been so terminated
provided he is then living and provided further that the dollar value of the
first such payment is not less than thirty dollars ($30).  Any election in
accordance with the preceding sentence by a married Participant shall not be
effective with respect to such

                                      92

 
BENEFITS
- --------
 
Participant's Money Purchase Account unless the spousal consent requirements of
Section 8.09(a)(3) have been satisfied.  The dollar value of each such payment
shall be equal to the dollar value of such Units and Shares as are to be paid in
such installment, determined as provided in Sections 6.01 and 6.02 on the
Valuation Date immediately preceding the date such payment is due.  In the event
that a Participant dies prior to the commencement date of his payments, the
Participant's election of such method of payment shall become inoperative and a
lump sum payment to his beneficiary shall be made.  In the event that a
Participant dies on or after the commencement date of such payments but before
payment to him of all payments due him, the dollar value of the remaining
balance of the Units and Shares in the Participant's Account shall be paid in
one lump sum to the Participant's beneficiary as such dollar value is determined
as provided in Sections 6.01 and 6.02 on the Valuation Date immediately
following (prior to July 1, 1990 "preceding" shall be substituted for
"following") the date of the death of such Participant.  Election of such method
of payment must be made in writing by Filing With The Committee prior to
Termination of Employment.  In the event that a Participant chooses to revoke
his election of such method of payment after the commencement date of such
payments but before payment to him of all payments due him,

                                      93

 
BENEFITS
- --------
 
he may elect, in writing, to revoke his previous election of such method of
payment by Filing With The Committee.  In such event, the dollar value of the
remaining balance of the Units and Shares in the Participant's Account shall be
paid in one lump sum to the Participant as such dollar value is determined as
provided in Sections 6.01 and 6.02 on the Valuation Date coincident with or
immediately following (prior to July 1, 1990 "preceding" shall be substituted
for "following") the date of such election or revocation.  Notwithstanding
anything to the contrary contained herein, such monthly installment payments
shall be suspended when a Participant is rehired by the Corporation and elects
to resume Elective Deferrals or After-Tax Contributions to the Plan.  Upon
subsequent Termination of Employment such Participant may elect any optional
form of payment under the Plan for which he is eligible.  Notwithstanding any
other provision of this Section to the contrary, the period of such installment
payments may not extend beyond the life expectancy of the Participant or the
joint life expectancies of the Participant and his spouse.

          SECTION 8.06 -
          ------------  

          (a)  All distributions from this Plan to a Participant (or to his
     beneficiary following the Participant's death) shall be made in accordance
     with the legal requirements set forth in Sections 401(a)(9),

                                      94

 
BENEFITS
- --------
 
     401(k), and related provisions of the Code and Treasury Regulations issued
     pursuant to such provisions, notwithstanding any provision in this Plan to
     the contrary.
 
          (b) A Participant's Account shall be distributed within sixty (60)
     days of such Participant's Termination of Employment if the Participant so
     consents in writing at the time of his Termination of Employment.  If a
     Participant fails to give such written consent at such time, his
     Participant's Account shall not be distributed before such Participant
     attains age sixty-five (65).  Subject to the foregoing, distribution shall
     be made or commenced not later than the sixtieth (60th) day after the close
     of the Plan Year in which the latest of the following events occurs:

               (1) The Participant attains the earlier of age sixty-five (65) or
          becomes eligible to receive normal retirement benefits under a
          Lockheed Retirement Plan;

               (2) There occurs the tenth (10th) anniversary of the year in
          which the Participant commenced participation in the Plan; or

               (3) The Participant has a Termination of Employment.

                                      95

 
BENEFITS
- --------
 
          (c) Notwithstanding any other provisions of this Plan, distribution of
     a Participant's Account must commence by the Participant's "Required
     Beginning Date", except as provided in Section 8.06(d), and shall be made
     in accordance with the provisions of Section 8.08.

               (1) A Participant's Required Beginning Date for purposes of this
          Plan shall be the December 31 of the calendar year in which the
          Participant attains age 70-1/2.

               (2) Notwithstanding the provisions of paragraph (1), the Required
          Beginning Date for a Participant who is not a "five percent owner"
          within the meaning of Section 416(i) of the Code and who attains age
          70-1/2 in calendar year 1988 or 1989 shall be April 1, 1990.

               (3) Notwithstanding the provisions of paragraphs (1) and (2), the
          Required Beginning Date for a Participant who is not a "five percent
          owner" within the meaning of Section 416(i) of the Code and who
          attained age 70-1/2 prior to January 1, 1988 shall be the April 1 next
          following the Participant's Termination of Employment.  However, a
          Participant described in this Section 8.06(c)(3) may, by Filing With
          the

                                      96

 
BENEFITS
- --------
 
          Committee within the one-time election period established by the
          Committee, irrevocably elect April 1, 1990 as his Required Beginning
          Date.

          (d) If an amount payable under any provision of this Plan cannot be
     clearly ascertained or the person to whom it is payable has not been
     determined or located, distributions shall be made or commenced no later
     than sixty days after such amount is ascertained or such person is located.

          SECTION 8.07 - A Participant, or his beneficiary, who becomes entitled
          ------------                                                          
to receive a cash payment under the provisions of Sections 8.01, 8.02, 8.05,
8.06, 8.08 or 9.01 and whose Participant's Account is invested in part in the
Lockheed Martin Stock Fund or ESOP Fund, may elect, by Filing With The
Committee, to receive such part of his distribution either entirely in cash or
entirely in the form of Share certificates (with fractional Shares paid in
cash).  Notwithstanding the foregoing, any amounts received in the form of an
annuity shall be payable in cash only.  If the Stock acquired with the proceeds
of an Acquisition Loan consists of more than one class, a Participant shall
receive substantially the same proportion of each such class of Stock upon
distribution of his Participant's Account attributable to such Stock.  The
number of Shares distributed shall be calculated by (a) dividing the dollar

                                      97

 
BENEFITS
- --------
 
value of the Units in the Participant's Account allocated to the Lockheed Martin
Stock Fund as of the Valuation Date coincident with or immediately following
(prior to July 1, 1990 "preceding" shall be substituted for "following") the
date of Termination of Employment by the published composite closing price per
Share on said Valuation Date, and adding (b) the number of Shares allocated to
the Participant's Account as of the Valuation Date coincident with or
immediately following (prior to July 1, 1990 "preceding" shall be substituted
for "following") the date of Termination of Employment.  Distribution of such
Shares will be made, at the direction of the Trustee(s), by the duly appointed
transfer agent of Lockheed Corporation.  Notwithstanding the provisions of
Section 12.07, distributions effected by stock certificates cannot be reinvested
in the Plan.  In the absence of any valid election under this Section, such
distribution will be made in cash.

          Section 8.08 -
          ------------  

          (a)  (1)  A Participant who, pursuant to the provisions of Section
     8.06(c)(1), is subject to a mandatory distribution from his Participant's
     Account prior to his Termination of Employment shall receive five (5)
     annual cash payments, calculated as provided in Section 8.08(g), commencing
     as of the month in which

                                      98

 
BENEFITS
- --------
 
     his Required Beginning Date occurs, provided he is then living and provided
     further that the dollar amount of the first such payment is not less than
     $30.

          (2) A Participant who becomes entitled to installment payments under
     Section 8.08(a)(1) may, prior to his Required Beginning Date and subject to
     the provisions hereinafter set forth, elect to receive in lieu of such five
     (5) annual installment payments

               (i) a lump sum cash payment equal to the dollar value of the
          balance of Units and Shares in his Participant's Account as determined
          as provided in Sections 6.01 and 6.02 on the Valuation Date occurring
          in October of the year in which his Required Beginning Date occurs, or

              (ii) ten (10) annual cash payments, calculated as provided in
          Section 8.08(g), commencing as of the month in which his Required
          Beginning Date occurs provided he is then living and provided further
          that the dollar amount of the first such payment is not less than $30.

          (b)  (1)  A Participant who, pursuant to the provisions of Section
     8.06(c)(2), is subject to a mandatory distribution from his Participant's
     Account prior to his Termination of Employment, or who has so elected such
     a distribution pursuant to Section

                                      99

 
BENEFITS
- --------
 
     8.06(c)(3), shall receive five (5) annual cash payments calculated as
     provided in Section 8.08(g), commencing as of the month preceding the month
     in which his Required Beginning Date occurs provided he is then living and
     provided further that the dollar amount of the first such payment is not
     less than $30.

          (2) A Participant who becomes entitled to installment payments under
     Section 8.08(b)(1) may, prior to his Required Beginning Date and subject to
     the provisions hereinafter set forth, elect to receive in lieu of such five
     (5) annual installment payments

               (i) a lump sum cash payment equal to the dollar value of the
          balance of Units and Shares in his Participant's Account as determined
          as provided in Sections 6.01 and 6.02 on the Valuation Date occurring
          in January of the year in which his Required Beginning Date occurs, or

              (ii) ten (10) annual cash payments, calculated as provided in
          Section 8.08(g), commencing as of the month preceding the month in
          which his Required Beginning Date occurs provided he is then living
          and provided further that the dollar amount of the first such payment
          is not less than $30.

                                      100

 
BENEFITS
- --------
 
          (c) Annual installment payments due to a Participant pursuant to the
     provisions of Sections 8.08(a)(1), 8.08(b)(2)(ii), 8.08(b)(1), or
     8.08(b)(2)(ii) (other than the initial payments described in Sections
     8.08(b)(1) and 8.08(b)(2)(ii)) shall be paid to the Participant in December
     of each applicable year.  Following payment of the last such annual
     installment, the Participant will be paid each December prior to his
     Termination of Employment the cash amount equal to the dollar value of
     Units and Shares in his Participant's Account as determined as provided in
     Sections 6.01 and 6.02 on the Valuation Date occurring in October of the
     year in which such distribution occurs.  A Participant who elected to
     receive a lump sum payment pursuant to Section 8.08(a)(2)(i) or
     8.08(b)(2)(i) shall be paid each December subsequent to such lump sum
     distribution and prior to his Termination of Employment a cash amount as
     calculated in the preceding sentence.

          (d) In the event that a Participant dies prior to the commencement of
     installment payments pursuant to Section 8.08(a)(1), 8.08(a)(2)(ii),
     8.08(b)(1), or 8.08(b)(2)(ii), the installment method of payment shall
     become inoperative and a lump sum payment shall be made to his beneficiary.
     In the event that a Participant

                                      101

 
BENEFITS
- --------
 
     dies on or after the commencement date of such payments, but before payment
     to him of all payments due him, the dollar value of the remaining balance
     of the Units and Shares in the Participant's Account shall be paid in one
     lump sum to the Participant's beneficiary as such dollar value is
     determined as provided in Sections 6.01 and 6.02 on the Valuation Date
     immediately following (prior to July 1, 1990 "preceding" shall be
     substituted for "following") the date of the death of such Participant.

          (e) A Participant receiving installment payments under the provisions
     of Sections 8.08(a)(1), 8.08(a)(2)(ii), 8.08(b)(1), or 8.08(b)(2)(ii) may
     irrevocably elect to cancel his installment payments and receive, in lieu
     of his next scheduled December installment payment, a lump sum cash payment
     in an amount equal to the value of Units and Shares in his Participant's
     Account as determined as provided in Sections 6.01 and 6.02 as of the
     Valuation Date occurring in October of the year in which the lump sum
     distribution is made.  A Participant's election to so cancel his
     installment payments will be valid only if it has been Filed With The
     Committee for at least sixty (60) days prior to the December installment
     distribution date.

                                      102

 
BENEFITS
- --------
 
          (f) A Participant receiving payments pursuant to this Section 8.08
     may, upon Termination of Employment, elect any form of optional benefit
     payment then available under the Plan, provided such form of payment meets
     the requirements of Code Section 401(a)(9).  The Committee may deny the
     optional benefit form selected by the Participant or adjust it in any
     manner necessary to arrive at a form of payment which meets the
     requirements of the Code.

          (g) Annual installment payments payable pursuant to the provisions of
     Sections 8.08(a)(1), 8.08(a)(2)(ii), 8.08(b)(1), and 8.08(b)(2)(ii) shall
     be calculated by dividing the balance of Units and Shares in the
     Participant's Account on the last day of the calendar year prior to the
     calendar year in which the distribution date occurs (as determined under
     Sections 6.01 and 6.02 and less any distributions previously made to the
     Participant in the same calendar year by reason of this Section 8.08) by
     the number of installment payments not yet distributed and either

               (i) valuing the resulting number of Units and Shares as provided
          in Sections 6.01 and 6.02  as of the October Valuation Date
          immediately preceding the December distribution date, or

                                      103

 
BENEFITS
- --------
 
              (ii) valuing the resulting number of Units and Shares as provided
          in Sections 6.01 and 6.02 as of the January Valuation Date immediately
          preceding the April distribution date, whichever is applicable.

          SECTION 8.09 - Annuity Payments.
          ------------   ---------------- 

          (a)(1)  Money Purchase Account Paid as Annuity.  Unless otherwise
                  --------------------------------------                   
     elected as provided below, a Participant who is married on the "annuity
     starting date" and who does not die before the "annuity starting date"
     shall receive the vested portion of his Participant's Account that is a
     part of the money purchase pension component of the Plan ("Money Purchase
     Account") in the form of a joint and survivor annuity.  The joint and
     survivor annuity is the annuity that is purchased with the distributable
     proceeds of the vested portion of the Participant's Money Purchase Account.
     Any costs associated with the purchase of any annuity contract to provide
     the joint and survivor annuity shall be charged against the distributable
     proceeds of the Participant's Money Purchase Account.  The joint and
     survivor annuity shall commence within a reasonable time after the
     Participant's annuity starting date, and shall be equal in value to a
     single life annuity for the life of the Participant.  Such joint and
     survivor

                                      104

 
BENEFITS
- --------
 
     benefits shall be paid to the Participant for his life and following the
     Participant's death shall continue to the spouse during the spouse's
     lifetime at a rate equal to 50% of the rate at which such benefits were
     payable to the Participant.  An unmarried Participant shall receive his
     Money Purchase Account in the form of a single life annuity commencing
     within a reasonable time after the Participant's annuity starting date.
     The single life annuity is the annuity purchased with the distributable
     proceeds of the Participant's Money Purchase Account.  Any costs associated
     with the purchase of an annuity contract to provide the single life annuity
     shall be charged against the distributable proceeds of the Participant's
     Money Purchase Account.

          (2) Election to Waive Annuity Payments.  Any election to waive the
              ----------------------------------                            
     joint and survivor annuity must be made by the Participant during the
     election period in writing on a form prescribed by and Filed With The
     Committee and be consented to by the Participant's spouse.  Such an
     election to designate a beneficiary or a form of benefits may not later be
     changed without spousal consent.  An unmarried Participant may elect in
     writing during the election period on a form prescribed by and Filed With
     The Committee, to waive the single life annuity.  Any form of benefit or
     beneficiary

                                      105

 
BENEFITS
- --------
 
     designation made under this Section 8.09(a)(2) must establish the same form
     of benefit and beneficiary as is selected for the Participant's non-Money
     Purchase Accounts.  Any election made under this Section 8.09(a)(2) may be
     revoked by the Participant in writing without the consent of the spouse at
     any time during the election period.  The number of revocations shall not
     be limited.  Any new election must comply with the requirements of this
     paragraph.

          (3) Spousal Consent.  Spousal consent will be valid only if it is made
              ---------------                                                   
     in writing on a form prescribed by and Filed With The Committee, the spouse
     acknowledges the effect of the consent, and the acknowledgment is witnessed
     by a Plan representative or a notary public.  If the spouse is legally
     incompetent to give consent, the spouse's legal guardian, even if such
     guardian is the Participant, may give consent.  Such spouse's consent shall
     be irrevocable.  A former spouse's consent shall not be binding on a new
     spouse.  Such consent shall not be required if it is established to the
     satisfaction of the Committee that the required consent cannot be obtained
     because there is no spouse, the spouse cannot be located, or other
     circumstances that may be prescribed by Treasury Regulations.  If the
     existence of a surviving spouse is uncertain or if the

                                      106

 
BENEFITS
- --------
 
     validity of spousal consent is unclear, the Committee shall withhold
     payment of benefits until such time as spousal existence or the validity of
     spousal consent can be determined with certainty.  The Committee in its
     discretion may refuse to recognize a spousal consent if it believes for any
     reason that the consent is invalid.

          (4) Election Period.  The election period to waive annuity payments
              ---------------                                                
     shall be the 90 day period ending on the "annuity starting date".  For
     purposes of this Section, the "annuity starting date" means the first day
     of the first period for which an amount is paid as an annuity, or, in the
     case of a benefit not payable in the form of an annuity, the first day on
     which all events have occurred which entitle the Participant to such
     benefit.

          (5) Notice of Election Rights.  With regard to the election, the
              -------------------------                                   
     Committee shall provide to the Participant a written explanation which
     meets the requirements of Code Section 417(a)(3)(A).

          (b) Effect of Waiver.  In the event a Participant elects pursuant to
              ----------------                                                
     paragraph (a)(2) above not to receive his Money Purchase Account in the
     form an annuity, the Committee, pursuant to the election of the
     Participant, shall direct the Trustee to distribute such amount in the same
     manner and to the same

                                      107

 
BENEFITS
- --------
 
     beneficiary which the Participant has selected for his non-Money Purchase
     Account.

                                      108

 
                                   SECTION 9
                                   ---------

                   PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
                   -----------------------------------------

          SECTION 9.01 - Notwithstanding other provisions of the Plan to the
          ------------                                                      
contrary, a Participant may withdraw a part or all of the dollar value of the
balance of Units and Shares of Thrift Stock in his Participant's Account
attributable to (i)  his After-Tax Contributions, (ii) contributions made by the
Corporation under the Plan as in effect prior to December 26, 1983, and (iii)
Corporation Matching Contributions that are not ESOP Contributions to the extent
vested under the provisions of Sections 8.02(a)(3), (4) or (5) or 8.02(b),
subject to the following conditions and limitations:

          (a) Such withdrawal will be permitted only once every twenty-six (26)
     weeks;

          (b) Such withdrawal may not be in an amount less than six hundred
     dollars ($600), and any larger amount must be added in increments of fifty
     dollars ($50).  Effective as of the first payroll period in the July 1989
     Month, if the entire amount subject to withdrawal under this Section 9.01
     is less than six hundred dollars ($600), such amount may be withdrawn, but
     only in its entirety;

          (c) Corporation Matching Contributions may be withdrawn under this
     Section 9.01 only to the extent

                                      109

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
     they are vested and were made prior to the twenty-four (24) month period
     ending on the effective date of the withdrawal; and

          (d) A Participant may not withdraw any part of the dollar value in his
     Participant's Account attributable to ESOP Contributions.

          A withdrawal under this Section 9.01 will first be deducted from the
dollar value of the balance of Units and Shares in his Participant's Account
which were credited with respect to After-Tax Contributions determined as
provided in Sections 6.01 and 6.02 on the Valuation Date of the month in which
the application for withdrawal is Filed With The Committee (prior to July 1,
1990 "coincident with or immediately preceding the date of such withdrawal"
shall be substituted for "of the month in which the application for withdrawal
is Filed With The Committee").  In the event the amount withdrawn, if any, is
less than or no more than equal to the total amount of actual After-Tax
Contributions (without earnings or capital appreciation), a Participant making
such withdrawal shall not be entitled to receive the Corporation Matching
Contributions described in Sections 4.01 or 17.04 for a period of thirteen (13)
weeks next following such withdrawal.  In the event the amount withdrawn,
together with amounts previously withdrawn, if any, exceeds the total amount of
actual After-Tax

                                      110

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
Contributions, and thereby includes all or part of the earnings or capital
appreciation on such Participant's After-Tax Contributions or includes all or
part of the contributions made by the Corporation prior to December 26, 1983 or
Corporation Matching Contributions available for withdrawal under this Section
9.01, a Participant making such withdrawal shall not be entitled to receive the
Corporation Matching Contributions described in Sections 4.01 or 17.04 for a
period of twenty-six (26) weeks next following such withdrawal.

          A Participant who is also participating in the Sanders Associates,
Inc. Thrift Plan ("Thrift Plan") and who withdraws the net value of his account
under the Thrift Plan attributable to his "Supplementary After-Tax Allotments"
or his "Basic After-Tax Allotments" in accordance with Sections 7.2.1 or 7.2.2
of the Thrift Plan (but not earnings or capital appreciation on such amounts)
("Sanders After-Tax Contributions"), shall not be entitled to receive the
Corporation Matching Contributions described in Section 4.01 of this Plan for a
period of thirteen (13) weeks next following such withdrawal.  If the amount
such Participant withdraws from the Thrift Plan exceeds his Sanders After-Tax
Contributions and thereby includes all or a part of the earnings or capital
appreciation of such Participant's Sanders After-Tax Contributions in the Thrift
Plan or

                                      111

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
includes the vested portion of the Participant's account value under the Thrift
Plan attributable to "Employer contributions" in accordance with Section 7.2.3
of the Thrift Plan, the Participant shall not be entitled to receive the
Corporation Matching Contributions described in Section 4.01 of this Plan for a
period of twenty-six (26) weeks next following such withdrawal.

          SECTION 9.02 - Upon withdrawal under Section 9.01 or 9.03, the number
          ------------                                                         
of Units or Shares equivalent to the Unit or Share value of dollars so withdrawn
on the Valuation Date of the month in which the application for withdrawal is
Filed With The Committee (prior to July 1, 1990 "coincident with or immediately
preceding the date of such withdrawal" shall be substituted for "of the month in
which the application for withdrawal is Filed With The Committee") shall be
deducted from the Units and Shares then in such Participant's Account.  Such
deductions shall be based on the dollar value of Units and Shares credited to
the Bond Fund, Thrift Stock in the ESOP Fund, the Lockheed Martin Stock Fund,
the Securities Fund and/or the STIF Fund in the same proportion as the dollar
value of such Units and Shares in such Participant's Account are at such time
credited to each Fund.

                                      112

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          SECTION 9.03
          ------------

          (a)  (1)  A Participant who is not eligible to make a withdrawal under
     Section 9.01 because of the provisions of Section 9.01(a), may withdraw
     amounts otherwise available under Section 9.01 and Elective Deferral
     amounts (but not earnings on Elective Deferral amounts) only as may be
     required to relieve financial hardship.  Notwithstanding the foregoing, a
     Participant who is employed by Sanders Associates, Inc. may also withdraw
     under this Section 9.01 earnings on Elective Deferral amounts to the extent
     such earnings were credited to his Account on December 31, 1988.

          (2) Effective after the beginning of the first payroll period in
     Lockheed Corporation's July 1989 Month, a Participant with a financial
     hardship may withdraw amounts available under Section 9.01 and Elective
     Deferral amounts (but not earnings on Elective Deferral Amounts) to relieve
     the hardship without first making a withdrawal under the provisions of
     Section 9.01 which would result in suspension of Corporation Matching
     Contributions.

          (3) Elective Deferral amounts may be withdrawn only after the Plan
     Account balances available under Section 9.01 have been totally withdrawn
     under Section 9.01 or this Section 9.03.  Effective April 1,

                                      113

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
     1989, an application for a withdrawal under this Section 9.03 shall be
     considered by the Committee only if the Participant provides written
     evidence that he has one or more of the immediate and heavy financial needs
     described in subsection (b) and that the withdrawal is necessary to satisfy
     the need as described in subsection (c).  A hardship withdrawal will be
     granted only if the Committee, after considering all relevant facts and
     circumstances and applying the objective standards of this Section 9.03 in
     a nondiscriminatory manner, determines the existence of an immediate and
     heavy financial need and the amount necessary to meet the need.

          (b) An immediate and heavy financial need exists only if the requested
     withdrawal is to satisfy:

               (1) non-reimbursed medical expenses described in Code Section
          213(d) (generally, those for "medical care") incurred by the
          Participant, his spouse or any of his dependents,

               (2) the need to prevent the eviction of the Participant from his
          principal residence or foreclosure on the mortgage of the
          Participant's principal residence,

               (3) non-reimbursed expenses directly related to a fire,
          explosion, flood, wind, rain,

                                      114

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          lightning, snow, sleet, hail, ice, volcanic eruption, tidal wave,
          earthquake, mudslide or other similar natural disaster,

               (4) non-reimbursed expenses not described in subsection (1) above
          which are directly related to the institutionalizing of the
          Participant, his spouse or any of his dependents in a hospital,
          facility for the care or education of the mentally or physically
          handicapped, nursing home, skilled care facility, hospice, in-patient
          substance abuse center, rehabilitation center, or institution of a
          similar nature, but not including camps, detention centers, jails, or
          prisons,

               (5) non-reimbursed expenses directly related to the burial of the
          Participant's spouse or any of his dependents (determined without
          regard to the support and residency tests of Section 9.03(e)(1)(i) and
          (ii), including travel expenses only if the burial costs have been
          borne by the Participant, and excluding wages lost due to
          administering an estate, preparing for a funeral, or attending a
          funeral.

               (6) non-reimbursed tuition, room and board, books, and fees for
          the next semester or quarter of primary (grades 1 through 8),
          secondary (grades

                                      115

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          9 through 12), or post-secondary education for the Participant, his
          spouse, or any of his dependents, excluding expenses related to
          enrollment in child care or day care facilities and for instruction in
          music, dance, athletics, and the like which is outside of the
          student's basic education curriculum,

               (7) the need to replace gross wages (net of disability benefits,
          workers compensation insurance or any other payment received as a
          result of prolonged absence) ordinarily paid by the Employer to the
          Participant, but only if

                    a.  the Participant has been on prolonged absence status for
               a period of at least four consecutive weeks, and

                    b.  the Participant makes a request for withdrawal by Filing
               With The Committee while on prolonged absence status or within 30
               days after returning to active payroll status or within 30 days
               after prolonged absence status has otherwise been terminated, or

               (8) down payment, closing costs and other non-reimbursed expenses
          directly related to the purchase, construction, or major renovation of
          the principal residence for the Participant, but not

                                      116

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          including expenses related to repairs, remodeling, decorating,
          landscaping, refinancing, mortgage payments, leasing, or real property
          taxes or homeowners dues other than such taxes or dues payable as part
          of closing costs.  For purposes of this Section 9.03(b)(8), a
          residence shall be treated as undergoing a major renovation only if
          the expenditures materially extend the useful life of the residence
          and significantly upgrade its usefulness through

                    a.  gutting and extensive reconstruction of major structural
               components,

                    b.  cure of a substantial accumulation of major disrepairs,
               limited to expenses necessary to bring major housing components
               and systems into compliance with local building, health or safety
               codes or otherwise make the dwelling habitable,

                    c.  changing the floor plan by means of tearing down
               existing interior walls and partitions and building new walls,
               partitions, and doors,

                    d.  enlarging the dwelling by increasing the total volume,
               other than an

                                      117

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
               increase in interior floor space resulting from interior
               remodeling, or

                    e.  completion of construction of areas left unfinished in
               the original construction of the dwelling.

          (c) A withdrawal is necessary to satisfy an immediate and heavy
     financial need only if

               (1) the amount withdrawn does not exceed the amount of the need,

               (2) the need cannot be relieved through reimbursement or
          compensation by insurance, workers compensation, unemployment
          insurance, disability payments, scholarships, grants, or otherwise,

               (3) the need cannot be relieved by cessation of Elective
          Deferrals and After-Tax Contributions under the Plan,

               (4) the need cannot be relieved by other distributions or
          nontaxable (at the time of the loan) loans currently available from
          any plans maintained by the Corporation (including this Plan) or any
          other employer,

               (5) the need cannot be relieved by borrowing from commercial
          sources on reasonable commercial terms, and

                                      118

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
               (6) the need cannot be relieved by reasonable liquidation of the
          Participant's assets, to the extent such liquidation would not itself
          cause an immediate and heavy financial need.

     The provisions of paragraphs (4), (5) and (6) of this Section 9.03(c) shall
     not apply to a withdrawal of amounts available under Section 9.01.
     However, a Participant requesting a hardship withdrawal of amounts
     available under Section 9.01 must establish that the amount requested is
     not reasonably available from other sources.

          (d)  For purposes of Section 9.03(c)

               (1) The Participant's resources shall be deemed to include those
          assets of his spouse and minor children that are reasonably available
          to the Participant, including assets held as community property, joint
          tenants, tenants by the entirety, or tenants in common, but excluding
          property held for the Participant's child under an irrevocable trust
          or under the Uniform Gifts to Minors Act.

               (2) Liquidation of the following assets will be considered an
          "unreasonable liquidation" and

                                      119

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          will not be required as a prerequisite to a withdrawal under Section
          9.03:

                    (i) The Participant's aggregate interest in real property or
               personal property that the Participant, his spouse or any of his
               dependents uses as a principal residence, or in a cooperative
               that owns property that the Participant, his spouse or any of his
               dependents, uses as a principal residence.

                   (ii) The Participant's interest in motor vehicles, excluding
               recreational vehicles, used by the Participant, his Spouse, or
               any of his dependents for transportation to and from a school or
               place of employment.

          For purposes of this paragraph (d)(2) "Participant's interest"
          includes the interests of the Participant's spouse and minor children
          described in paragraph (d)(1) above.

          (e) Except as expressly provided otherwise, for purposes of this
     Section 9.03, "dependent" means

               (1) the Participant's child (including an adopted child),
          grandchild, stepchild, brother, sister, halfbrother, halfsister,
          stepbrother, stepsister, parent, grandparent, stepparent, aunt,

                                      120

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          uncle, niece, nephew, father-in-law, mother-in-law, son-in-law,
          daughter-in-law, brother-in-law, sister-in-law, and any other
          individual (including a cousin) whose principal place of abode is the
          Participant's home and who is a member of the Participant's household
          without being in violation of local law if

                    (i) the relative or other individual is a citizen, resident,
               or national of the United States or a resident of Canada or
               Mexico and

                   (ii) the Participant provides more than one-half of the
               relative's or other individual's support, and

               (2) any other individual who is the Participant's dependent
          within the meaning of Code Section 152.

          (f) The Committee shall be entitled to rely, without the need for
     independent certification, on the authenticity of all documents submitted
     by the Participant in support of his application under this Section 9.03
     and on the truthfulness of the facts and representations set forth by the
     Participant in such application.

                                      121

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          SECTION 9.04 -
          ------------  

          (a) The Committee shall have the investment management discretion to
     direct the Trustee to lend money to Participants.  Each such loan shall be
     treated as an investment of a portion of the Trust Funds representing the
     borrowing Participant's Account.  The Committee may, upon finding that such
     actions are necessary or desirable, establish loan policies which permit
     the waiver of defaults or which establish any loan procedures or
     requirements which are not inconsistent with this Section.

          (b) A Participant who wishes to borrow money from the Plan shall file
     a written loan application with the Committee.  The Committee, in its sole
     fiduciary discretion, shall approve the loan unless it determines that such
     investment of Trust Fund assets is not in the best interest of Plan
     Participants and beneficiaries.  The Committee shall exercise its
     discretion in a uniform and nondiscriminatory manner.  A loan shall be
     granted only under the following requirements and conditions.

               (1) Beginning October 1, 1989, no loan shall be made in an amount
          which exceeds the combined value of the Participant's Elective
          Deferral amount and After-Tax Contributions amount and no

                                      122

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          loan shall be made in an amount which exceeds fifty percent (50%) of
          the value of the vested portion of the Participant's Account.  In
          addition, no loan shall be made in an amount greater than $50,000
          (reduced by the Participant's highest outstanding loan balance during
          the preceding 12-month period under this or any other qualified
          pension benefit plan of the Corporation).

               (2) No loan shall be made to a Participant who has a loan
          outstanding under this or any other qualified pension benefit plan of
          the Corporation.

               (3) The loan shall bear interest at an annual percentage rate
          (rounded to the nearest one-half of one percentage point) equivalent
          to the weekly average yield, adjusted for constant maturity, on five-
          year Treasury notes.  Such rate shall be established semi-annually as
          of the last week of November for loans made in the first six-month
          period of the following Plan Year; and as of the last week of May for
          loans made in the last six months of the current Plan Year.

               (4) The minimum loan amount shall be $500, except that the
          minimum loan amount for a Residential Loan shall be $1,000.  Any
          additional

                                      123

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          amounts must be in $100 increments.  A Residential Loan is a loan made
          to a Participant which is used to acquire any dwelling unit which is
          to be used within a reasonable period of time, as the principal
          residence of the Participant.  An application for a residential loan
          must contain such documentation as is satisfactory for the Committee
          to verify the purpose of the loan.

               (5) Interest and principal on a loan must be repaid through
          authorized payroll deduction in equal installments of at least $10 per
          week over one or more whole-year (52-week) periods.  The maximum
          repayment period shall be four years (208 weeks), except that the
          maximum repayment period for a Residential Loan shall be 15 years (780
          weeks).  The maximum weekly repayment amount may not exceed twenty-
          five percent (25%) of the Participant's Weekly Rate of Compensation.
          One pick-up payment per week, for a maximum of thirteen consecutive
          weeks, is required for a Participant whose repayments are in arrears
          because of insufficient earnings.  Repayments will be invested in the
          Fund or Funds specified by the Participant for current Elective
          Deferrals or After-Tax Contributions, or otherwise the most

                                      124

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          recent Elective Deferral or After-Tax Contribution specification by
          such Participant as shown on the records of the Trustee(s).

               (6) The Loan shall be documented by such application forms,
          notes, evidences of indebtedness and other instruments, executed by
          the Participant, which the Committee in its discretion shall require.
          A promissory note, executed by the Participant shall be Filed With The
          Committee, and shall be accompanied by payment of a loan fee in the
          amount which is the greater of $25 ($50 in the case of a Residential
          Loan) or one-half of one percent of the amount of the loan.  The
          spouse of a married Participant must consent to the loan application.

               (7) A Participant is not eligible to apply for a loan until 13
          weeks have expired following the repayment in full of a previous loan.
          This restriction is not applicable with respect to a loan for the
          purpose of refinancing an existing loan.

               (8) A Participant will not be permitted to refinance a loan
          during the initial year of the loan, and may do so only once
          thereafter.  A refinancing loan shall be subject to the same

                                      125

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          terms and conditions currently applicable to new loans, except the
          term thereof cannot extend beyond five (5) years from the date the
          loan was originally made, or, in the case of a Residential Loan, five
          (5) years beyond the original maturity date thereof.

               (9) A Participant will be permitted to prepay a loan:

                    a.  At anytime after the loan has been in effect for 13
               weeks; or

                    b.  Within the 30-day period preceding the Participant's
               Termination of Employment.  Any prepayment must be in the amount
               of the full outstanding loan balance.

             (10) A Participant who is on an authorized leave of absence without
          pay may elect to continue repayments during such period.  Such
          repayments may be made either weekly or monthly in the full amount due
          at such time of repayment.  Upon return to the active payroll, a
          Participant who has not kept his repayments current may have the term
          of his loan extended by the number of weeks such repayments were not
          made, except that such extension will not be permitted if the term
          would extend beyond five (5) years from the date the

                                      126

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          loan was originally made, or in the case of a Residential Loan, five
          (5) years beyond the original maturity date thereof.

              (11) A Participant shall be in default of a loan if such
          Participant:

                    a.  is an active Employee who has insufficient earnings to
               make a repayment for 13 consecutive weeks, or is otherwise 13
               weeks or more in arrears in such weekly repayments; or

                    b.  is an Employee returning from an authorized leave of
               absence without pay whose loan term cannot be extended pursuant
               to Subsection 9.04(b)(10) and who:

                         (i) does not pay all arrearages in a lump sum, or

                         (ii) is unable to pay up all arrearages through 13
                    consecutive pick-up payments, and fails to refinance the
                    loan; or

                    c.  has filed for relief under the U.S. Bankruptcy Code.

              (12) A Participant who is in default of a loan:

                                      127

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
                    a. will be suspended from making Elective Deferrals and
               After-Tax Contributions for a period commencing on the date of
               default and ending on the later of:

                         (i)  one year from such date, or

                         (ii) the date on which the outstanding loan balance is
                    repaid by a single lump sum payment; and

                    b.  will be ineligible to apply for a new loan for a period
               commencing on the date of default and ending on the later of

                         (i)  one year from such date, or

                         (ii) thirteen (13) weeks following the repayment in
                    full of the loan.

              (13) Loan proceeds shall be deducted from the borrowing
          Participant's Account, based upon the Valuation Date of the month in
          which the loan is approved by the Committee.  However, prior to July
          1, 1990, loan proceeds shall be deducted from the borrowing
          Participant's Account based upon the Valuation Date coincident with or
          immediately preceding the date on which the Participant Files With The
          Committee the promissory note evidencing the loan debt.  Loan proceeds
          will be deducted based on the dollar value of the Units and Shares

                                      128

 
PARTICIPANT ACCOUNT WITHDRAWALS AND LOANS
- -----------------------------------------
 
          credited to the Bond Fund, the Lockheed Martin Stock Fund, the
          Securities Fund, the STIF Fund and/or the ESOP Fund in the same
          proportion as the dollar value of such Units and Shares in such
          Participant's Account are at such time credited to the Bond Fund, the
          Lockheed Martin Stock Fund, the Securities Fund, the STIF Fund and/or
          the ESOP Fund.

              (14) Each loan from the Plan shall be secured by the borrowing
          Participant's Account in the Plan.  If a Participant has a Termination
          of Employment before the loan is repaid, the loan shall become due
          immediately and shall be repaid out of the Participant's Account,
          which shall be reduced accordingly.

              (15) All repayments, other than by authorized payroll deductions,
          shall be made by certified check or money order payable to the order
          of The Corporation, and delivered to a Plan Representative.

                                      129

 
                                  SECTION 10
                                  ----------

                                  BENEFICIARY
                                  -----------

          SECTION 10.01 - In the event an unmarried Participant dies on or after
          -------------                                                         
August 23, 1989, such Participant's Account under the Plan shall be paid in a
single sum to his designated beneficiary.  In the event a married Participant
dies on or after August 23, 1984, such Participant's Account under the Plan
(other than amounts in the money purchase pension component of the Plan which
are subject to Section 10.02) will be paid in a single sum to his surviving
spouse.  If there is a surviving spouse and the Participant and spouse wish that
benefits under the non-money purchase pension components of this Plan be paid to
a designated beneficiary, the participant may designate a beneficiary to receive
such benefits in lieu of the spouse but only with spousal consent of the person
who is the spouse at the time of the Participant's death.  Spousal consent will
only be valid if it is made in accordance with Section 8.09(a)(3).

          SECTION 10.02 -
          -------------  

          (a) Pre-retirement Survivor Annuity.  Unless otherwise elected as
              -------------------------------                              
provided below, a Participant who dies before the annuity starting date and who
has a surviving spouse shall have the vested portion of his Money Purchase
Account paid to his surviving spouse in the form of a pre-

                                      130

 
BENEFICIARY
- -----------
 
retirement survivor annuity.  A pre-retirement survivor annuity is the annuity
for the life of the Participant's surviving spouse that is purchased with the
distributable proceeds of the vested portion of the Participant's Money Purchase
Account.  Any costs associated with the purchase of any annuity contract to
provide the pre-retirement survivor annuity shall be charged against the
distributable proceeds of the Participant's Money Purchase Account.  Unless the
spouse directs otherwise as permitted in Section 10.02(e) payment of the pre-
retirement survivor annuity will commence at the time the Participant would have
attained his Normal Retirement Age.

          (b) Waiver of Pre-retirement Survivor Annuity.  Any election to waive
              -----------------------------------------                        
the pre-retirement survivor annuity before the Participant's death must be made
by the Participant during the election period in writing, on a form prescribed
by and Filed With The Committee, and shall require the spouse's irrevocable
consent in the same manner provided for in Section 8.09(a)(3).  The spouse's
consent must acknowledge the specific nonspouse beneficiary or the alternative
form of death benefit to be paid in lieu of the pre-retirement survivor annuity.
If after any revocation of a waiver a new waiver is made by a Participant, the
spouse's consent as provided for in Section 8.09(a)(3) will be required for such
new waiver.

                                      131

 
BENEFICIARY
- -----------
 
          (c) Election Period.  The election period to waive the pre-retirement
              ---------------                                                  
survivor annuity shall begin on the first day of the Plan Year in which the
Participant attains age 35 and end on the date of the Participant's death.  An
earlier waiver (with spousal consent) may be made, but such waiver shall become
invalid at the beginning of the Plan Year in which the Participant attains age
35.  In the event a Participant separates from service prior to the beginning of
the election period, the election period shall begin on the date of such
separation from service.

          (d) Notice of Election Rights.  With regard to the election, the
              -------------------------                                   
Committee shall provide Participants with a written explanation that meets the
requirements of Code Section 417(a)(3)(B).

          (e) Immediate Distributions of Money Purchase Account to Spouse.  If
              -----------------------------------------------------------     
the value of the vested portion of a Participant's Money Purchase Account is
less than $3,500, at his death the Committee shall direct the immediate
distribution of such amount in a single sum to the Participant's spouse.  If
such value exceeds $3,500, the surviving spouse may elect on a form prescribed
by and Filed With The Committee (i) to commence receiving the pre-retirement
survivor annuity within a reasonable time following the later of the
Participant's death or the spouse's election or (ii) to receive a single sum

                                      132

 
BENEFICIARY
- -----------
 
distribution of the vested portion of the Participant's Money Purchase Account,
provided such surviving spouse consents in writing to such distribution.  Any
written consent required under this paragraph must be obtained not more than 90
days before commencement of the distribution and shall be made in a manner
consistent with Section 8.09(a)(3).  If a surviving spouse's consent is not
received by the later of the time the Participant would have attained his Normal
Retirement Age or 90 days after the Participant's death, the pre-retirement
survivor annuity will commence to such spouse within a reasonable time after
such date.

          Section 10.03 - Designation of Beneficiary.  Subject to the
          -------------   --------------------------                     
provisions of Sections 10.01 and 10.02, a Participant may designate in writing a
beneficiary or beneficiaries.  The terms "beneficiary" or "beneficiaries" shall
mean any person or persons so designated by a Participant to receive benefits to
which such Participant may be entitled under the Plan upon his death.  If more
than one beneficiary is named, the Participant may specify the sequence and/or
proportion in which payments shall be made to each beneficiary.  In the absence
of a specification of either sequence or proportion, payments shall be made in
equal shares to all named beneficiaries.  All such designations shall be made by
Filing With The Committee.  In the absence of such

                                      133

 
BENEFICIARY
- -----------
 
designation which is effective, payments shall be made in accordance with
applicable law.  When payment has been made in accordance with the foregoing
provisions, there shall be no further liability of the Corporation, the
Trustee(s), or any other person or legal entity to anyone in connection with
such deceased person under the Plan.

                                      134

 
                                  SECTION 11
                                  ----------

                               NAMED FIDUCIARIES
                               -----------------
                                      AND
                                      ---
                        ALLOCATION OF RESPONSIBILITIES
                        ------------------------------

          SECTION 11.01 - The following persons shall be "Named Fiduciaries"
          -------------                                                     
under the Plan and Trust Agreements, and shall be the only Named Fiduciaries
hereunder:

          (a) The Trustee.  Any Trustee designated hereunder shall be a bank or
              -----------                                                      
     trust company qualified under the laws of the United States or of any State
     to operate thereunder as a trustee.

          (b) Lockheed Corporation, as Plan Sponsor.  Any authority assigned or
              -------------------------------------                            
     reserved to Lockheed Corporation under the Plan and Trust Agreement shall
     be exercised by resolution of the Board of Directors or as otherwise
     provided at Section 13.01 of this Plan.  Such a resolution shall become
     effective with respect to the Trustee upon receipt by the Trustee of a
     certified copy of such Board of Directors' resolution.

          (c) The Committee, as Administrator of the Plan.  The Committee shall
              -------------------------------------------                      
     be appointed to serve as Administrator by resolution duly adopted by the
     Board of Directors.  Whenever a Committee is so appointed, the Trustees
     shall be advised of the name or names of the person or persons so appointed
     by providing to the

                                      135

 
     Trustees a certified copy of such Board of Directors' resolution, and the
     Trustees may assume that such person or persons shall continue in office
     until advised differently in the same manner.  Whenever a Trustee must or
     may act upon the direction or approval of the Committee, the Trustee may
     act upon written communication signed by a majority of such Committee, or
     an agent appointed in writing by a majority of such Committee to act on the
     Committee's behalf, and the authority of any such agent shall be deemed to
     continue until revoked in writing.  In such case, the Trustee shall not be
     responsible for failure to act without such a communication.

          (d) The Participant, under Sections 4A.08 and 4A.09.  A Participant
              ------------------------------------------------               
     shall be a "Named Fiduciary" solely for purposes of tender and voting of
     Stock as provided in Sections 4A.08 and 4A.09.

          SECTION 11.02 - Responsibilities shall be allocated among the Named
          -------------                                                      
Fiduciaries as follows:

          (a) Each Trustee shall, unless otherwise directed by an Investment
     Manager (if such has been appointed), have exclusive authority and
     discretion to manage and invest the assets of the Trust Fund, as provided
     in its Trust Agreement.  Shares in the ESOP Fund shall be tendered,
     exchanged and voted as provided in Sections 4A.08 and 4A.09.  Each Trustee
     shall further be

                                      136

 
NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES
- ----------------------------------------------------
 
     responsible for the holding and disbursement of all contributions and
     income received by it under the Plan, as provided in its Trust Agreement,
     and shall have such other responsibilities as are provided in such
     Agreement.  To any extent that the ESOP Trust Agreement differs or
     prescribes different rights or duties for the ESOP Trustee than those found
     in this Plan, the provisions of such Trust Agreement shall govern.

          (b) Lockheed Corporation shall have the authority and responsibility
     for:

               (1) the design of the Plan and Trust Agreements, including
          amendment of the Plan and Trust Agreements;

               (2) the qualification of the Plan under applicable law;

               (3) the designation of members of the Committee; and

               (4) funding the Plan in accordance with applicable law and
          determinations of the Committee.

          (c) The Committee shall have the responsibility, authority and
     discretion necessary to control the operation and administration of the
     Plan and Trust

                                      137

 
NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES
- ----------------------------------------------------
 
     Fund(s) in accordance with the terms of the Plan and Trust Agreement(s),
     including, without limiting the generality of the foregoing:

               (1) all functions assigned to the Committee under the terms of
          the Trust Agreement;

               (2) all functions assigned to the Committee under the terms of
          the Plan;

               (3) determination of benefit eligibility and amount and
          certification thereof to Trustees;

               (4) hiring of persons to provide necessary services to the Plan;

               (5) issuance of directions to the Trustees to pay any fees,
          taxes, charges or other costs incidental to the operation and
          management of the Plan, as provided in Section 7.05;

               (6) preparation and filing of all reports required to be filed by
          the Plan with any agency of Government;

               (7) compliance with all disclosure requirements imposed by state
          or federal law;

               (8) establishment of a funding policy within the meaning of
          Section 402(b)(1) of ERISA;

               (9) maintenance of all records of the Plan other than those
          maintained by the Trustees;

                                      138

 
NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES
- ----------------------------------------------------
 
              (10) interpretation and construction of Plan provisions;

              (11) establishment of procedures to be followed by Participants
          and beneficiaries for Filing With The Committee;

              (12) the determination of the amounts needed to fund the Plan, and
          the payment of such amounts from corporate funds to the Trustee;

              (13) the appointment, removal and replacement of the Trustees;

              (14) the appointment, removal and replacement of one or more
          Investment Managers (as defined in Section 3(38) of ERISA or any other
          provision of ERISA or other statute of similar import) which shall be
          responsible for the management of such of the assets of the Trust
          Fund(s) as the Committee shall specify; and

              (15) the exercise of all fiduciary functions provided in the Plan
          or in the Trust Agreements or necessary to the operation of either
          except such functions as are specifically assigned to other Named
          Fiduciaries.  The Committee may adopt such rules to govern its own
          procedures as it may deem advisable, provided that such rules are not
          inconsistent with the provisions and purposes of

                                      139

 
NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES
- ----------------------------------------------------
 
          the Plan or Trust Agreements.  The Committee may designate other
          persons, including the Trustee(s), to carry out its duties and
          responsibilities, as it may deem appropriate or necessary.  Effective
          January 1, 1993, the Committee for Employee Benefit Plans shall make
          annual reports to the Board of Directors on the operation and
          administration of the plan and trust funds.  The report shall be made
          in the form and manner determined by the Board of Directors.

          (d) Participants who have Shares credited to their Participants'
     Accounts shall make tender or exchange decisions and voting decisions with
     respect to Shares as provided in Sections 4A.08 and 4A.09 and the Trust
     Agreement between the Corporation and the ESOP Trustee.

          SECTION 11.03 - Each Named Fiduciary is allocated the individual
          -------------                                                   
responsibility for the prudent execution of the functions assigned to him, and
none of such responsibilities or any other responsibility shall be shared by two
or more of such Named Fiduciaries unless such sharing shall be provided by a
specific provision of the Plan or a Trust Agreement.  Whenever one Named
Fiduciary is required by the Plan or a Trust Agreement to follow the directions
of another Named Fiduciary, the two Named Fiduciaries shall not

                                      140

 
NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITIES
- ----------------------------------------------------
 
be deemed to have been assigned a shared responsibility, but the responsibility
of the Named Fiduciary giving the directions shall be deemed his sole
responsibility, and the responsibility of the Named Fiduciary receiving those
directions shall be to follow them insofar as such instructions are on their
face proper under applicable law.

          SECTION 11.04 - A Named Fiduciary may employ one or more persons to
          -------------                                                      
render advice concerning any responsibility such Named Fiduciary has under the
Plan or Trust Agreement(s).

          SECTION 11.05 - To the extent permitted by law, Lockheed Corporation
          -------------                                                       
shall indemnify each member of the Committee and any employee of the Corporation
who acts as an agent of the Committee, or who advises the Committee, against any
and all expenses and/or liabilities arising out of his service or membership on
the Committee, or service for or advice to the Committee.

                                      141

 
                                  SECTION 12
                                  ----------

                              GENERAL PROVISIONS
                              ------------------

          SECTION 12.01 - The existence of this Plan or any action hereunder and
          -------------                                                         
participation in the Plan shall in no way affect the Corporation's right to
discipline, discharge, or take any other action with respect to employees.

          SECTION 12.02 - To the extent permitted by law:  No right or benefit
          -------------                                                       
provided for in this Plan shall be subject in any manner to anticipation,
commutation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt to anticipate, commute, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall be void.  No such right or
benefit shall be in any manner liable for or subject to the debts, contracts,
liabilities, or engagements of any person entitled to such right or benefit.  No
such right or benefit shall be subject to garnishment, attachment, execution,
levy or any other similar adverse legal process, or to bankruptcy or insolvency
proceedings of any kind.  If any person entitled to rights or benefits under the
provisions of this Plan shall attempt to anticipate, commute, alienate, sell,
transfer, assign, pledge, encumber or charge any such right or benefit, or if
any such right or benefit shall, notwithstanding the provisions of the preceding
sentence, be subject, in whole or in part, to garnishment, attachment,

                                      142

 
GENERAL PROVISIONS
- ------------------
 
execution, levy or any other similar adverse legal process, or to bankruptcy or
insolvency proceedings of any kind, then in the sole discretion of the Committee
such right or benefit or part thereof, as the case may be, shall cease and
determine and in such event the Committee may hold or apply the same, in whole
or in part, to or for the benefit of his spouse, children, next of kin or
dependents, or any of them, in such manner and in such proportions as the
Committee may deem proper.  Any right or benefit so held or applied shall be
deemed conclusively to have been held or applied, as the case may be, for the
benefit of such person entitled to such right or benefit under the provisions of
this Plan.

          SECTION 12.03 - If the Committee determines that any person entitled
          -------------                                                       
to payments under this Plan is a minor or incompetent by reason of physical or
mental disability, it may cause all payments then due or thereafter becoming due
to such person to be made or any legally authorized person for his benefit,
without responsibility to follow the application of amounts so paid.  Payments
made pursuant to this Section shall completely discharge the Committee, the
Trustees, and the Corporation.

          SECTION 12.04 - Each Participant shall be responsible for furnishing
          -------------                                                       
the Committee with his current address and the name, current address, and social
security number, if any, of his beneficiary if he has designated a

                                      143

 
GENERAL PROVISIONS
- ------------------
 
beneficiary.  Any notices required or permitted to be given hereunder shall be
deemed given if directed to such address and mailed by regular United States
First-Class mail.  The Committee, the Trustees, and the Corporation shall have
no obligation or duty to locate such Participant or his beneficiary.  In the
event a Participant or his beneficiary becomes entitled to a payment under this
Plan and such payment cannot then be made because the current address referred
to above is incorrect, because such Participant or beneficiary fails to respond
to the notice sent to the current address referred to above, because of
conflicting claims to such payment, or for any other reason, the amount of such
payment, when and if made, shall be based on the dollar value of the Units and
Shares in such Participant's Account with respect to such payment, as such
dollar value is determined as provided in Sections 6.01 and 6.02 on the
Valuation Date immediately preceding the date such payment is actually made.

          SECTION 12.05 - A claim for benefits shall be presented by Filing With
          -------------                                                         
The Committee.  Any denial by the Committee of a claim for benefits under the
Plan by a Participant or beneficiary shall be stated in writing by the Committee
and delivered or mailed to the Participant or beneficiary.  Such notice shall
set forth the specific reasons for the denial and shall be written in a manner

                                      144

 
GENERAL PROVISIONS
- ------------------
 
which may be understood without legal or actuarial counsel.  Such notice shall
also include a description of any material or information necessary for the
Participant or beneficiary to perfect the claim, an explanation of why such
material or information is needed, and an explanation of the Plan's review
procedure.  Within sixty days after the receipt of such notice, the Participant
or beneficiary may, by Filing With The Committee, request review by the
Committee of its initial denial of the claim.  Such Participant or beneficiary
shall be afforded the opportunity to review pertinent documents relating to the
initial denial and submit issues and comments in writing to the Committee.  The
Participant or beneficiary may, at his expense, be represented by legal counsel
during the review proceedings.

          SECTION 12.06 - In the event of a merger or consolidation with, or
          -------------                                                     
transfer of assets and liabilities to, any other plan, each Participant must, if
the Plan is then terminated, receive the benefit after the merger, consolidation
or transfer of assets and liabilities which is equal to or greater than the
benefit he would have been entitled to receive immediately before the merger,
consolidation or transfer of assets and liabilities if the Plan had then
terminated.

          SECTION 12.07 - To the extent provided by law, if any benefit under
          -------------                                                      
the Plan cannot be paid because, after due

                                      145

 
GENERAL PROVISIONS
- ------------------
 
diligence, the proper recipient cannot be located during the three (3) year
period commencing on the date the benefit is first payable, the amount of the
benefit shall be returned to the appropriate Trust Fund as a credit to
Corporation Matching Contributions.  If, however, a proper recipient
subsequently makes a valid claim for such benefit, the amount of such benefit
shall be restored to the Trust Fund by the Corporation and will be paid as
provided in Section 12.04.

          SECTION 12.08 -
          -------------  

          (a) This Plan will follow the terms of any qualified domestic
     relations order issued with respect to a Participant.  However, the Plan
     will only follow orders which meet all of the requirements of subsection
     (b).
          (b) A "qualified domestic relations order" is any judgment, decree or
     order, including the approval of a property settlement or agreement,
     provided that

               (1) the order relates to the provision of child support, alimony
          or marital property rights and is made pursuant to state domestic
          relations or community property laws;

               (2) the order creates or recognizes the existence of an alternate
          payee's right to receive all or a portion of a Participant's Account;

                                      146

 
GENERAL PROVISIONS
- ------------------
 
               (3) the order specifies the name and last known mailing address
          of the Participant and each alternate payee covered by the order;

               (4) the order specifies the amount or percentage of the
          Participant's Account to be paid to each alternate payee or the manner
          in which the amount of percentage is to be determined;

               (5) the order specifies the number of payments or the period to
          which the order applies;

               (6) the order specifically names this Plan as the plan to which
          the order applies;

               (7) the order does not require this Plan to provide any type of
          benefits or form of benefits not otherwise provided under this Plan;

               (8) the order does not require the payment of benefits to an
          alternate payee which are required to be paid to another alternate
          payee under another order previously determined by the Committee to be
          a qualified domestic relations order; and

               (9) if the order requires that payments to the alternate payee
          commence before they commence with respect to the Participant, the
          order specifies that payments will not commence before

                                      147

 
GENERAL PROVISIONS
- ------------------
 
          the Participant attains or would have attained the earliest allowable
          retirement age under the Plan.

     A qualified domestic relations order may provide that a former spouse of
     the Participant is to be treated as a surviving spouse for purposes of the
     death benefit provisions of this Plan.  Subsection (c) sets forth the
     procedures under which the Committee shall determine whether a domestic
     relations order properly qualifies.

          (c) The Committee shall not treat any judgment, order or decree as a
     "qualified domestic relations order" unless it meets all of the
     requirements set forth in subsection (b).  If the order meets these
     requirements, the Committee shall follow the terms of the order whether or
     not this Plan has been joined as a party to the legal proceeding out of
     which the order arises.  Upon receipt of a domestic relations order, the
     Committee shall notify the Participant and alternate payee of (1) its
     receipt of the order and (2) its need to determine the qualified status of
     the order in accordance with subsection (b).  The alternate payee may
     designate a representative to receive copies of future notices with respect
     to the qualified status of the order.  To the extent an order calls for
     benefits to be paid to an alternate payee before the qualified nature of
     the order is determined, a separate

                                      148

 
GENERAL PROVISIONS
- ------------------
 
     account shall be established to hold the benefit payments affected by the
     order.  This account shall be administered in accordance with the rules set
     forth in Section 206(d)(3)(H) of ERISA.

          Section 12.09 - Rollover Contributions.
          -------------   ---------------------- 

          (a) Effective July 1, 1993, an Eligible employee, regardless of
whether he has satisfied the eligibility requirements of Section 2 who has
received a distribution from a plan which meets the requirements of Section
401(a) of the Code my, with the approval of the Corporate Salary Board, transfer
the distribution received from the other plan to the Trustee; provided that the
distribution is eligible for rollover treatment and exclusion from the gross
income of the Employee in accordance with Section 402(c) of the Code.

          (b) The Committee shall develop such procedures, and may require such
information from an Employee desiring to make such a transfer, as it deems
necessary or desirable.  Upon approval by the Committee, the amount transferred
shall be deposited in the Trust Fund and shall be credited to an account which
shall be 100% vested and shall share in allocations of income, gain and loss as
provided in the Plan.

                                      149

 
                                  SECTION 13
                                  ----------

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

          SECTION 13.01 - Effective January 1, 1993, the Corporation reserves
          -------------                                                      
the right to amend, modify, suspend or terminate the Plan by action of the Board
of Directors.  In cases where amendments are necessary to implement changes not
affecting the overall functioning of the Plan, such as extending Plan provisions
to new companies, changing benefit levels for the employees at such companies,
or as required by collective bargaining agreements, federal law, government
customer requirements, federal law, government customer requirements and to
maintain competitive programs to attract and retain employees; and such changes
will not, in the judgment of the Lockheed Corporate Salary Board, substantially
alter the nature or expense of the affected plan, then the power to amend the
Plan shall also be delegated to the Corporate Salary Board under guidance from
counsel.  Any modification or amendment of the Plan may be made retroactive to
the effective date, if necessary or appropriate, for the Plan to qualify and
continue to qualify under the Code as now in effect or hereafter enacted or
adopted, provided, however, that no modification or amendment shall be made
which shall make it possible for any part of the Trust Fund(s) to be used for,
or diverted to, purposes other than for the benefit of those entitled to

                                      150

 
benefits hereunder.  In accordance with Section 204(h) of ERISA, a Plan
amendment which, in the sole judgment of the Corporation, significantly reduces
the rate of future benefit accruals under the money purchase pension component
of the Plan shall become effective on the later of its effective date or fifteen
days after the Corporation provides written notice of the amendment to
Participants and to alternate payees under qualified domestic relations orders
which meet the requirement of Section 414(p) of the Code.

          SECTION 13.02 - Although Lockheed Corporation hopes and expects to
          -------------                                                     
continue the Plan indefinitely the Board of Directors may terminate the Plan for
any reason at any time, except as provided in any agreement with a collective
bargaining agent.  If the Plan is terminated, each Participant or former
Participant shall fully vest and shall receive a payment equal to the value of
his Participant's Account at the date of distribution.  Whenever reference is
made in this Section to termination of the Plan this shall mean formal
termination of the Plan by appropriate action of Lockheed Corporation or by
virtue of complete discontinuance by Lockheed Corporation of contributions
called for by the Plan as the term "complete discontinuance of contributions
under the plan" is used in Section 411(d)(3) of the Code and the regulations
promulgated thereunder.

                                      151

 
AMENDMENT OR TERMINATION OF THE PLAN
- ------------------------------------
 
          SECTION 13.03 - If the Committee determines in its sole discretion
          -------------                                                     
that the Plan has been partially terminated, within the meaning of regulations
under Code Section 411, the Committee shall determine the date of such
termination and who has been affected by the termination.  The Participant's
Account of all Participants affected by the termination who were Employees on
the date thereof shall become fully vested.  Such Participant's Accounts, to the
extent vested, shall remain payable under the terms of the Plan.

                                      152

 
                                  SECTION 14
                                  ----------

                         FLEXIBLE CREDIT CONTRIBUTIONS
                         -----------------------------

          SECTION 14.01 - An Employee of CADAM, Inc. may elect, by Filing With
          -------------                                                       
The Committee, to have the Corporation contribute to the Trustee(s) an amount
equal to the Employee's "Flexible Credit Balance" under the Flexible Benefits
Plan as of the end of the Plan Year.  Such Flexible Credit Contributions shall
be treated as Elective Deferrals under this Plan, except that they shall be
ignored for purposes of Sections 3.07, 3.08 and 9.03.  Subject to the
limitations of Section 9.01(a) and (b), such Flexible Credit Contributions shall
be withdrawable after the close of the twenty-fourth (24th) month after the
close of the Plan Year with respect to which such Flexible Credit Contributions
were made.  Notwithstanding anything to the contrary contained herein, such
Flexible Credit Contributions shall not be treated as made pursuant to Section
125 of the Code. 

          SECTION 14.02 - In making the election required in Section
          -------------                                             
14.01 the Employee shall specify that the Flexible Credit Contributions shall be
invested by the Trustee either entirely in the Bond Fund, or entirely in the
Securities Fund, or entirely in the STIF Fund, or one-half in one Fund and one-
half in one of the other Funds, or one-half in one Fund and one-fourth in each
of the other Funds, or three-fourths in one Fund and one-fourth in one of the
other

                                      153

 
FLEXIBLE CREDIT CONTRIBUTIONS
- -----------------------------
 
Funds.  Alternatively, the Eligible Employee may specify that one-fourth of the
Flexible Credit Contributions shall be invested in Stock in lieu of one of the
other Funds.

          SECTION 14.03 - No part of the Flexible Credit Contributions paid to
          -------------                                                       
the Trustee shall be recoverable by the Corporation.

          SECTION 14.04 - Except in accordance with applicable federal and state
          -------------                                                         
law, no liability for the payment of benefits under the Plan shall be imposed on
the Corporation, its officers, directors, employees, or shareholders or the
Committee of any of its members, nor shall they be subject to any suit or
litigation or to any legal liability for any cause, or reason, or thing
whatsoever in connection with the Plan or in connection with the operation of
the Trust Fund(s).  This shall not affect any obligation of the Corporation to
pay any specific contribution to the Trustee which it has accrued and expressly
obligated itself to pay, nor shall it affect the right, if any, of a Participant
or beneficiary to seek redress against the proper person or persons,
corporation, firm or trustee who violate his rights under the Plan.

          SECTION 14.05 - Notwithstanding any other provision of the Plan to the
          -------------                                                         
contrary, an Employee of CADAM, Inc., shall be considered a Participant for all
purposes of the Plan except Section 3.01.  Eligibility to participate

                                      154

 
FLEXIBLE CREDIT CONTRIBUTIONS
- -----------------------------
 
under Section 3.01 shall be determined under the provisions of Sections 2.01,
2.02, 2.03 and 17.02.

                                      155

 
                                  SECTION 15
                                  ----------

                                TOP HEAVY RULES
                                ---------------

          SECTION 15.01 -
          -------------  

          (a) If this Plan is or ever becomes "top heavy," as determined under
     subsection (b), the following special rules shall apply and (for purposes
     of this Section only, any person excluded from the Plan solely because of
     the person's failure to make Elective Deferrals shall be considered a
     Participant):

               (1) For any Plan Year in which the Plan is top heavy, each
          Eligible Employee who is an Employee on the last day of the Plan Year
          shall receive an allocation of Corporation contributions (including
          his Elective Deferrals) and forfeitures at least equal to three
          percent of the Eligible Employee's earnings (as defined in Section
          5.02(c)(3)) for the Plan Year.  If the money purchase pension
          component of the Plan receives a waiver of the minimum funding
          standard under Code Section 412(d) for the Plan Year, the minimum
          amount required to be allocated under the money purchase pension
          component of the Plan to each Participant under this subsection (a)(1)
          (without regard to the waiver) shall be credited to the Participant's
          Account in the money purchase

                                      156

 
TOP HEAVY RULES
- ---------------
 
          pension component of the Plan.  The balance of such Account shall be
          adjusted to reflect the credit in accordance with Revenue Ruling 78-
          223.

     If an Eligible Employee under this Plan is also covered by another defined
     contribution plan maintained by the Corporation for the same Plan Year,
     this Plan and all such other defined contribution plans shall be aggregated
     in determining whether the minimum benefit required under Internal Revenue
     Code Section 416(c)(2) is provided for the Eligible Employee under this
     Plan.  If an Eligible Employee in this Plan is also covered by a defined
     benefit plan maintained by the Corporation for the same Plan year and the
     minimum benefit required under Internal Revenue Code Section 416(c)(1) is
     being provided under such other plan for the Plan Year if it is not
     provided under this Plan, minimum benefits under this paragraph need not be
     provided for the Eligible Employee if the Committee so elects.

               (2) For purposes of determining an Eligible Employee's allocation
          of Corporation Matching Contributions and forfeitures under Section
          4.01 and paragraph (1), Elective Deferrals with respect to earnings
          (as defined in Section 5.02(c)(3)) in excess of $200,000 (or such
          other amount prescribed under Code Section 416(d) shall be


                                      157

 
TOP HEAVY RULES
- ---------------
 
          ignored for any Plan Year for which the Plan is top heavy.

               (3) All Corporation-provided benefits under this Plan accruing
          through the end of the Plan's last top heavy year shall vest in
          accordance with the following schedule:

            Years of Service        Vested Percentage
            ----------------        -----------------

            (at least) 2                    20%
                  3                         40%
                  4                         60%
                  5                         80%
                  6 (or more)              100%
 
     The unvested portion of the Corporation Matching Contributions Account of a
     Participant who resigns or is discharged shall be forfeited on the last day
     of the Participant's first Break in Service after such resignation or
     discharge.  If a Participant who resigns or is discharged again becomes an
     Employee before he or she has a Break in Service, the unvested portion of
     the Participant's Account shall not be forfeited.  Thereafter, any
     allocations for the individual's benefit of Corporation Matching
     Contributions and forfeitures, and the gains and losses thereon, shall be
     made to his or her existing Corporation Matching Contribution Account.  A
     former Employee's Vested percentage shall not be determined under this
     paragraph
 
                                      158

 
TOP HEAVY RULES
- ---------------
 
     unless he again becomes an Employee before the unvested portion of his
     Corporation Matching Contribution Account is permanently forfeited under
     the terms of this Plan.  If a Participant received a distribution from his
     or her Corporation Matching Contribution Account before it was fully
     vested, the Participant's vested interest in that Account shall not be
     determined under Section 8.02 after his rehire.  Instead, his vested
     interest in that Account shall be the amount that would then be vested
     under Section 8.02 if his Corporation Matching Contribution Account were
     increased by the amount previously distributed, but with such vested amount
     being reduced by the amount of the prior distribution.  When the Plan
     ceases to be top heavy, vesting in benefits accruing thereafter shall
     continue to be determined in accordance with this special vesting provision
     for a Participant who has five (5) or more Years of Service when the Plan
     ceases to be top heavy.  The Committee shall establish appropriate
     procedures consistent with the other vesting provisions of this Plan for
     administering this special vesting rule. However, no Participant's vested
     interest in his Corporation Matching Contribution Account at the time the
     Plan ceases to be top heavy

                                      159

 
TOP HEAVY RULES
- ---------------
 
     shall be reduced solely as a result of the Plan ceasing to be top heavy.

          (b) This Plan is "top heavy" for a Plan Year commencing after December
     31, 1983 if, as of the last day of the preceding Plan Year (the
     "determination date"), the amount credited to the Accounts of key employees
     (as defined in subsection (c)) exceeds sixty percent of the amount credited
     to the Accounts of all Employees.  The Account of  (1) a former key
     employee or (2) any current or former Employee who has not performed any
     Service for the Corporation during the five-year period ending on the
     determination date shall be excluded in determining whether the Plan is top
     heavy.  However, if a current or former Employee resumes performing Service
     after the five-year period, his Account shall be included in determining
     whether the Plan is top heavy.  The amount credited to an Account shall be
     determined as of the most recent Valuation Date within the Plan Year ending
     on the determination date, and shall include contributions to the money
     purchase pension component of the Plan not yet made but to be allocated as
     of the determination date.  In addition, if the money purchase pension
     component of the Plan receives a waiver of the minimum funding standard
     under Code Section 412(d) for a Plan

                                      160

 
TOP HEAVY RULES
- ---------------
 
     Year, the minimum amount required to be allocated under the money purchase
     pension component of the Plan to each Participant under subsection (a)(1)
     (without regard to the waiver) shall be credited to the Participant's
     Account under the money purchase pension component of the Plan.  The
     balance of such Account shall be adjusted to reflect the credit in
     accordance with Revenue Ruling 78-223.  Notwithstanding the foregoing, if,
     as of the determination date described above, this Plan is part of an
     "aggregation group," this Plan shall be top heavy if the group is top heavy
     and shall not be top heavy if the group is not top heavy.  An "aggregation
     group" shall include all plans of the Corporation in which a key employee
     participates and each other plan of the Corporation which enables any such
     plan to meet the requirements of Code Section 401(a)(4) or 410.  The
     Corporation may treat any plan not required to be included in an
     aggregation group as part of that group if the inclusion of the plan would
     not prevent the aggregation group from meeting the requirements of Code
     Section 401(a) or 410.  The rules set forth above for determining whether
     this plan is top heavy shall be applied with respect to the sum of benefits
     provided under all plans in the aggregation group to determine whether the
     group is top heavy.  For

                                      161

 
TOP HEAVY RULES
- ---------------
 
     purposes of determining whether this Plan is top heavy, the amount credited
     to a Participant Account shall be determined as of the last valuation date
     coincident with or preceding the determination date, and shall include the
     aggregate distributions (without interest thereon) made under the Plan to a
     Participant (other than a former key employee) during the five year period
     ending on the determination date.  Deductible (IRA-type) employee
     contributions and rollovers (or similar transfers) shall be ignored in
     determining whether this Plan is top heavy, except as otherwise provided in
     applicable Treasury Regulations.  Distributions made within the five Plan
     Years ending on the determination date from a terminated plan shall be
     included in the aggregation group if the terminated plan would have been
     required to be included if the group had the plan not been terminated.  For
     purposes of determining whether the Plan is 'top heavy', the accrued
     benefit under a defined benefit plan of an Employee, other than a key
     employee, shall be determined (i) under the method which is used for
     accrual purposes for all plans of the Corporation, or (ii) if there is no
     method described in (i) above, as if such benefit accrued not more rapidly
     than the slowest accrual rate permitted under Code Section 411(b)(1)(C).

                                      162

 
TOP HEAVY RULES
- ---------------
 
          (c) An Eligible Employee shall be a "key employee" if, during the Plan
     Year in question or any of the four preceding Plan Years, he is or was

               (1)  an officer of the Corporation,

               (2) one of the ten Employees owning (or considered as owning
          within the meaning of Code Section 318) the largest interests in the
          Corporation,

               (3) a five percent owner of the Corporation, or

               (4) a one percent or more owner of the Corporation having an
          annual compensation (as defined in Treas. Section 1.415-2(d)) from the
          Corporation of more than $150,000.

     The number of officers of the Corporation treated as key employees under
     paragraph (1) shall be limited to fifty.  A beneficiary of a key employee
     or a former key employee shall also be treated as a key employee or former
     key employee, respectively.  Determinations under this subsection shall be
     made in accordance with Internal Revenue Code Section 416(i) and applicable
     Treasury Regulations.

                                      163

 
                                  SECTION 16
                                  ----------

                          SECTION 401(h) ARRANGEMENT
                          --------------------------

          SECTION 16.01 -  The arrangement established by this Section funds
          -------------                                                     
post-retirement medical benefits for persons who participate in the money
purchase pension component of the Plan (or who fail to participate solely
because they have not completed one Year of Service or do not make required
contributions to the Plan) who, subject to Section 16.07, currently or in the
future qualify or may qualify for post-retirement medical benefits under the
medical plans listed in the Exhibit to Section 16.  These plans are collectively
referred to in Section 16 as the "Health Care Plan."  Although there is more
than one Health Care Plan, this reference shall be interpreted as referring to a
specific Health Care Plan if appropriate in the context.  The Health Care Plan,
as it may be amended in the future, is incorporated into Section 16 by this
reference. The capitalized terms used in Section 16 are defined in Section 1 and
Section 16.13 and shall be interpreted in accordance with those definitions for
all purposes of Section 16 even if defined differently elsewhere with respect to
the Health Care Plan.

          SECTION 16.02 -
          -------------  

          (a)  Prior to the adoption of this Section, the funding levels for
     each Health Care Plan were

                                      164

 
SECTION 401(h) ARRANGEMENT
- --------------------------
  
     considered separately.  Benefits under the Health Care Plan were paid for
     by the Corporation from its general assets and by retiree contributions.
     Effective as of December 31, 1990, the segregated "Health Care Fund"
     described in Section 16.03 is created as a part of the money purchase
     pension plan component of the Plan in accordance with Code Section 401(h).
     The Health Care Fund will only be used to fund and pay for the Corporation-
     provided portion of Health Care Plan benefits of Participants in the money
     purchase pension component of the Plan (including, solely for purposes of
     this Section 16, persons who are not such Participants solely because they
     have not completed one Year of Service or do not make contributions to the
     Plan) who, subject to Section 16.07, currently or in the future qualify or
     may qualify for such benefits and who retire after December 31, 1992, and
     their spouses and dependents.  Hence, to the extent Retired Participants or
     their spouses or dependents make contributions to the Health Care Plan,
     such contributions shall be made by them directly to the Corporation (or to
     the entity it designates), which shall use such contributions to pay for
     Health Care Plan benefits (other than by means of transferring such
     contributions to the Health Care Fund).

                                      165

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
          (b) The Health Care Fund shall fund and pay for the Corporation-
     provided portion of Health Care Plan benefits payable after
     _________________ to persons described in Section 16.02(a) and no amounts
     shall be withdrawn from the Health Care Fund for that purpose until on or
     after such date

          (c) Except as provided in Sections 16.07 and 16.12, the right of any
     individual to Health Care Plan benefits and all conditions to which such
     benefits are or may be subject shall be determined under the terms of the
     Health Care Plan.  The Health Care Plan shall be interpreted and applied in
     a fashion consistent with Section 16 and is subject to amendment or
     termination in accordance with the Health Care Plan's own terms.

          SECTION 16.03 -  The Health Care Fund shall be maintained as a
          -------------                                                 
separate account on the accounting records of the Plan.  At the option of
Lockheed Corporation (and as it expressly directs), separate Health Care Funds
may be maintained with respect to any Corporation or group of Corporations or
with respect to any separate Health Care Plan.  All references to the "Health
Care Fund" in Section 16 shall be construed as referring to each separate Health
Care Fund (and the Corporation or Health Care Plan to which it relates) or to
all such Funds collectively, as the context may require.  For all investment
purposes, the

                                      166

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
assets attributable to the Health Care Fund may be commingled with other Plan
assets.  Each Health Care Fund shall be credited with (1) future Corporation
contributions specifically designated as being made to it for the purpose of
funding Health Care Plan benefits under Section 16 and (2) the gains and losses
credited on those contributions.  Health Care Plan benefits shall be paid from
the amounts credited to the Health Care Fund or Funds which have been
established with respect to the Health Care Plan and not out of any other assets
of the Plan.  Administrative expenses attributable to the Health Care Plan shall
be paid out of the Health Care Fund (unless paid by the Corporation, which may
pay such expenses directly, but shall not be obligated to do so).  Thus, the
assets of the Plan (other than those credited to the Health Care Fund) shall be
used solely for paying retirement benefits.  Similarly, the assets of the Health
Care Fund shall be used solely for paying for the Corporation-provided portion
of Health Care Plan benefits of Retired Participants and their spouses and
dependents, and the administrative expenses incurred in connection with
providing such benefits.

          SECTION 16.04 -  Lockheed Corporation, acting through the Salary
          -------------                                                   
Board, shall have the authority and responsibility for funding the Health Care
Fund in accordance with applicable law and shall determine the

                                      167

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
amount, if any, to be contributed to the Health Care Fund for any period.
Amounts contributed to the Health Care Fund in the aggregate shall be reasonable
and ascertainable and shall not exceed the total cost of providing the Health
Care Plan benefits described in Section 16.02(b), determined in accordance with
a generally accepted actuarial cost method using reasonable actuarial
assumptions which include consideration of the terms and coverage of the Health
Care Plan, its funding and any forfeitures arising under Section 16.06.
Benefits paid for by the Health Care Fund are intended to be subordinate to the
Plan's retirement benefits.  Accordingly, the maximum contributions to the Plan
made on or after December 31, 1990 for the purpose of providing Health Care Plan
benefits shall not exceed twenty-five percent (25%) of the sum of Pension Cost,
Health Care Plan Cost and Life Insurance Cost, reduced by Life Insurance Cost.
For purposes of applying this limit, death benefits under the Plan that are
provided without actuarial adjustment to retirement benefits and qualified pre-
retirement survivor annuity benefits (within the meaning of Code Section
417(c)(1) shall not be treated as life insurance protection.  If any amounts are
inadvertently or negligently contributed to the Health Care Fund in excess of
the limitations imposed by this Section, such excess allocations shall have been
contributed to the Health Care Fund by

                                      168

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
mistake of fact and in violation of this limit and shall be withdrawn from that
Fund promptly and returned to the Corporation or be applied to provide
retirement benefits otherwise payable under the Plan, as the Corporation
directs.  Any such amounts shall not be taken into account in applying the
twenty-five percent limit imposed by this Section on contributions to provide
Health Care Plan benefits.

          SECTION 16.05 -  The Corporation shall designate which contributions
          -------------                                                       
to the Plan are being made for Health Care Plan benefits at the time the
contributions are made and these contributions shall be credited to the Health
Care Fund.  Such contributions shall be deductible in accordance with the rules
set forth in Treasury Regulation Section 1.404(a)-3(f) and other applicable
provisions of law.  In determining how much may be contributed on a deductible
basis to the Plan to provide Health Care Plan benefits, the enrolled actuary
making the determination may take into account reasonably projected increases in
health care costs due to inflation and other factors.  Lump sum contributions
may be made by the Corporation to satisfy past service costs or experience
losses of the Health Care Plan, without the need for amortization, with respect
to both Participants in the money purchase pension component of the Plan and
Retired Participants.  Contributions to the Health Care Fund for a

                                      169

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
fiscal year of the Corporation which are made before the due date, including
extensions, for its federal income tax return for that fiscal year (i.e., within
                                                                    ----        
the Code Section 404(a)(6) period), and which are designated as having been made
for that fiscal year, shall be treated as contributed in that fiscal year for
all "economic performance" and other accrual rules and shall be deductible for
that fiscal year.

          SECTION 16.06 -  In determining the amount of Corporation
          -------------                                            
contributions necessary to fund Health Care Plan benefits for persons described
in Section 16.02(a), the enrolled actuary making the determination shall reduce
the contributions that would otherwise be required for any period by the full
amount (i.e., without amortization) then credited to the Health Care Fund which,
        ----                                                                    
during the period in question, has become unneeded for paying such Health Care
Plan benefits on account of terminations of employment, deaths and such other
events, determined in a reasonable manner selected by the actuary.

          SECTION 16.07 -  Health Care Plan and Health Care Fund benefits shall
          -------------                                                        
not constitute a portion of any person's "accrued benefit" and are not,
therefore, subject to the vesting requirements of Code Section 411, nor are they
subject to protection under Code Section 411(d)(6) from reduction or
elimination, nor are they protected by corresponding provisions of ERISA.  The
Corporation expressly

                                      170

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
reserves the right to change, reduce or eliminate the benefits provided under
the Health Care Plan or the Health Care Fund at any time and in any fashion,
and, therefore, no person may rely on the future continuation of Health Care
Plan or Health Care Fund benefits.  Whether or not the Corporation formally
eliminates or reduces Health Care Plan or Health Care Fund benefits, such
benefits described in Section 16.02(b) shall be provided only to the extent they
can be paid from assets then credited to the Health Care Fund and participant
contributions, and the Corporation shall have no obligation before or after the
date in Section 16.02(b) to contribute amounts to fund such benefits or to pay
for such benefits directly, although it may, in its sole discretion and without
obligation, elect to fund such benefits or pay them directly in whole or in
part.  The terms of this Section 16.07 supersede any inconsistent provisions of
the Plan, the Health Care Plan or any other existing document.

          SECTION 16.08 -  If the Health Care Fund in its entirety is ever
          -------------                                                   
terminated (even though the Plan continues in existence) or if the Plan in its
entirety is ever terminated, after the payment of or provision for all medical
benefits promised under the Health Care Plan for expenses incurred by Retired
Participants and their spouses and dependents prior to such termination (for
which the

                                      171

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
Health Care Fund is obligated under Section 16.02(b)), any surplus remaining in
the Health Care Fund shall be returned to Lockheed Corporation, as required by
Code Section 401(h).

          SECTION 16.09 -  Benefits under the Health Care Plan which are paid
          -------------                                                      
for by the Health Care Fund shall not discriminate in favor of persons who are
highly compensated employees, determined under Section 414(q) of the Code, or
their spouses or dependents, and contributions shall not be made to the Health
Care Fund to pay for benefits which would discriminate in that fashion.
However, the Health Care Plan itself may provide discriminatory benefits so long
as such benefits are not paid for by the Health Care Fund (and, to the extent
(if any) necessary to preserve the qualified status of this Plan, any such
discriminatory benefits shall be treated as having been provided under a
separate plan which is not part of the Health Care Plan).  Discrimination shall
be tested separately with respect to the retirement and health care benefits
provided under the Plan.

          SECTION 16.10 -  Separate Participant accounts normally shall not be
          -------------                                                       
maintained within the Health Care Fund.  However, one or more separate accounts
shall be maintained on the accounting records of the Health Care Fund to the
extent that separate health care accounts within the Health Care Fund must be
maintained with respect to Participants or Retired Participants pursuant to Code

                                      172

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
Section 401(h) or other applicable provisions of law.  Health Care Plan benefits
funded under the Plan with respect to the Participants or Retired Participants
(or their spouses or dependents) for whom such accounts are maintained shall
only be payable from such accounts.  The Committee may withdraw funds from such
separate accounts for any other Health Care Plan purpose.  Amounts credited to
such accounts shall be subject to the defined contribution plan annual addition
limits of Code Section 415 in accordance with Section 415(l).  As of December
31, 1990, separate accounts are only required for "key employees" (within the
meaning of Code Section 416(i)).  The provisions of this Section shall not
preclude the Corporation from directly paying for the Health Care Plan benefits
of Participants or Retired Participants for whom separate accounts are required
(or their spouses or dependents) in whole or in part (although the Corporation
shall have no obligation to do so), in which case the Health Care Fund shall not
pay for benefits which the Corporation pays for directly.

          SECTION 16.11 -   This Section 16 may only be amended in accordance
          -------------                                                      
with the amendment provisions of the Plan, except that the Salary Board may
amend Section 16 to shift the Corporation's responsibility for paying for Health
Care Plan benefits and related administrative costs among the Corporation, the
Health Care Fund or any other entity,

                                      173

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
such as a trust established under Code Section 501(c)(9), in any manner which it
may deem appropriate, and the Salary Board may amend this Section 16 and the
Exhibit hereto to reflect changes in the form, nature or identity of the Health
Care Plan or to revoke this Section 16 or to terminate the Health Care Fund.

          SECTION 16.12 -  Although the Health Care Plan and the Plan shall be
          -------------                                                       
administered in accordance with their respective terms, Section 16 shall
supersede any previously adopted inconsistent provisions of the Health Care Plan
and the Plan with respect to the funding or provision of Health Care Plan
benefits.  In addition, Section 16.07 shall apply to the Health Care Plan for
all purposes.  Subject to the foregoing, all other provisions of the Health Care
Plan and the Plan shall continue to apply and shall also apply with respect to
Section 16.

          SECTION 16.13 -  Capitalized terms used in Section 16 which are not
          -------------                                                      
defined in Section 1 shall have the meanings set forth below:

          (a) Health Care Fund -- The fund established under Section 16.03 or,
              ----------------                                                
     if more than one Health Care Fund is established, each Health Care Fund or
     all such Funds collectively, as may be appropriate in the context.

                                      174

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
          (b) Health Care Plan -- Any Plan listed in the Exhibit to Section 16
              ----------------                                                
     or all such Plans collectively, as may be appropriate in the context.  Each
     Health Care Plan has been incorporated into Section 16 by reference.

          (c) Health Care Plan Cost -- The amount contributed to the Health Care
              ---------------------                                             
     Fund since its inception, December 31, 1990.

          (d) Life Insurance Cost -- The amount applied under the Plan to
              -------------------                                        
     provide life insurance protection since the inception of the Health Care
     Fund, December 31, 1990.  As of December 31, 1990, the Plan was not
     providing any life insurance protection.

          (e) Pension Cost -- The amount contributed to the money purchase
              ------------                                                
     pension component of the Plan since the inception of the Health Care Fund
     December 31, 1990, including both contributions which are used to pay
     interest or principal on an Acquisition Loan under Section 4A.03(a), and
     any other contributions under Section 4.01(c).

          (f) Retired Participant -- A Participant in the money purchase pension
              -------------------                                               
     component of the Plan (or a person who was eligible but did not become such
     a Participant solely because the individual did not make contributions
     required by the Plan or did not meet the

                                      175

 
SECTION 401(h) ARRANGEMENT
- --------------------------
 
     one year eligibility requirement of the Plan) who has become eligible for
     benefits under the Health Care Plan.

          (g) Salary Board -- The Salary Board of Lockheed Corporation, or any
              ------------                                                    
     successor to the Salary Board.

                                      176

 
                                  SECTION 17
                                  ----------

                  EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.
                  ------------------------------------------

          SECTION 17.01 - This Section 17 applies only to Employees of Lockheed
          -------------                                                        
Aeromod Center, Inc. (LACI) and for purposes of this Section 17, "Corporation"
means LACI.  This Section 17 applies notwithstanding any provisions of the Plan
to the contrary and any provision of the Plan not superseded or modified by this
Section 17 is fully applicable to Employees of LACI.

          SECTION 17.02 - Eligibility for Participation.
          -------------   ----------------------------- 

          (a) Employees on January 1, 1989.  An employee with Ninety Days of
              ----------------------------                                  
     Service prior to January 1, 1989 is eligible to become a Participant at the
     beginning of the payroll period coincident with or next following January
     1, 1989.

          (b) Eligibility Rule for New Employee.  An employee not eligible to
              ---------------------------------                              
     become a Participant pursuant to Section 17.02(a) is eligible to become a
     Participant at the beginning of the payroll period coincident with or next
     following the completion of Ninety Days of Service.

          (c) Eligibility Rule for Rehired Eligible Employee or Participant.  An
              -------------------------------------------------------------     
     Employee who Terminates his Employment after completing Ninety Days of
     Service or becoming a Participant shall be eligible to

                                      177

 
EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.
- ------------------------------------------
 
     participate in the Plan at the beginning of the payroll period coincident
     with or next following his date of rehire.

          (d) Eligibility Rule for Non-Eligible Employees Rehired Before a Break
              ------------------------------------------------------------------
     in Service.  An Employee who Terminates his Employment before completing
     ----------                                                              
     Ninety Days of Service and who is reemployed by the Corporation before
     incurring a Break in Service shall retain his prior Hours of Service and
     shall be eligible to become a Participant upon completion of Ninety Days of
     Service.  Such an Employee's Ninety Days of Service and Breaks in Service
     shall continue to be calculated with reference to successive ninety day
     periods commencing on the date the Employee is first entitled to be
     credited with an Hour of Service following his original date of employment.

          (e) General Eligibility Rule for Non-Eligible Employees Hired After a
              -----------------------------------------------------------------
     Break in Service.  An Employee who Terminates his Employment before
     ----------------                                                   
     completing Ninety Days of Service and who incurs a Break in Service must
     complete Ninety Days of Service after reemployment with the Corporation as
     though he had not previously been an Employee.  Such an Employee's Ninety
     Days of Service and Breaks in Service subsequent to his reemployment shall
     be calculated with reference to successive ninety

                                      178

 
EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.
- ------------------------------------------
 
     day periods commencing on the date the Employee is first entitled to be
     credited with an Hour of Service following his reemployment.

          (f) Special Eligibility Rules for Non-Eligible Employee Rehired After
              -----------------------------------------------------------------
     a Break in Service.  Notwithstanding the provisions of subsection (e)
     ------------------                                                   
     above, in determining whether a rehired Employee who Terminates his
     Employment and incurs a Break in Service before completing Ninety Days of
     Service is eligible to become a Participant after his reemployment, the
     following special rules should be applied:

               (1) An Employee who has been rehired by the Corporation
          subsequent to a Break in Service and has his Service Time reinstated
          or restored to a prior date of hire or rehire by the Corporation and
          is credited with ninety days or more of unbroken Service Time as a
          result of such reinstatement or restoration is eligible to become a
          Participant at the beginning of the payroll period coincident with or
          next following his date of rehire.

               (2) An Employee who was not previously eligible to become a
          Participant and has been rehired by the Corporation subsequent to a
          Break in Service and has his Service Time reinstated or

                                      179

 
EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.
- ------------------------------------------
 
          restored to a prior date of hire or rehire by the Corporation is
          eligible to become a Participant at the beginning of the payroll
          period coincident with or next following the completion of ninety days
          of unbroken Service Time, including credit for prior Service Time as a
          result of such reinstatement or restoration, or upon the completion of
          Ninety Days of Service, whichever is the first to occur.

          (g) "Ninety Days of Service" shall mean the completion of 250 Hours of
               ----------------------                                           
     Service over a period of ninety consecutive days.  Ninety Days of Service
     shall be computed with reference to successive ninety day periods
     commencing with the Employee's date of hire by the Corporation or his
     rehire by the Corporation subsequent to a Break in Service.  In no event
     shall an Employee be credited with Ninety Days of Service during any period
     of ninety consecutive days prior to the expiration of ninety days after the
     commencement of his employment by the Corporation or reemployment by the
     Corporation subsequent to a Break in Service.

          SECTION 17.03 - Percentage.  The weekly "percentage" which may be
          -------------   ----------                                       
specified under Section 3.01(a)(1) and deducted under Section 3.02 shall be
either two percent (2%), or four percent (4%), or six percent (6%), or eight

                                      180

 
EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.
- ------------------------------------------
 
percent (8%) of his Weekly Rate of Compensation, as specified by the Participant
subject to the provisions of Sections 3.08, 3.09 and 3.10.

          SECTION 17.04 - Corporation Matching Contributions.
          -------------   ---------------------------------- 

          (a) Basic Corporation Matching Contributions.  At the time the
              ----------------------------------------                  
     Participant's Elective Deferral amounts are paid to the Trustee, the
     Corporation will contribute to the Trustee out of its current or
     accumulated earnings and profits an amount equal to twenty-five percent
     (25%) of the Elective Deferral amount specified by Participants during the
     Month immediately preceding the date of such matching contribution by the
     Corporation.  The twenty-five percent (25%) "Basic Corporation Matching
     Contribution" made under this Section 17.04(a) shall be limited to Elective
     Deferral amounts up to four percent (4%) of the Participant's Weekly Rate
     of Compensation.  Elective Deferral amounts over four percent (4%) of the
     Participant's Weekly Rate of Compensation shall not be subject to the
     twenty-five percent (25%) Basic Corporation Matching Contributions.

          (b) Additional Corporation Matching Contributions.  On the final
              ---------------------------------------------               
     Thursday of the February following the end of the Plan Year, the
     Corporation

                                      181

 
EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.
- ------------------------------------------
 
     will, by measuring Operating Income as a Percent of Sales for its prior
     fiscal year, determine whether its productivity, cost reduction and
     performance for the prior fiscal year have been sufficient to warrant an
     "Additional Corporate Matching Contribution." If Operating Income as a
     Percent of Sales for the prior fiscal year is determined to equal or exceed
     2.00%, the Corporation will, on or before the last day of the First
     Quarter, contribute to the Trustee out of its current or accumulated
     earnings and profits an Additional Corporation Matching Contribution.

               (1) If the Corporation's Operating Income as a Percent of Sales
          is at least 2.00% but less than 5.00%, the Corporation shall make an
          additional contribution in an amount equal to twenty-five percent
          (25%) of the Elective Deferral amounts specified by Participants
          during the prior Plan Year.

               (2) If the Corporation's Operating Income as a Percent of Sales
          is at least 5.00% but less than 8.00%, the Corporation shall make an
          additional contribution in an amount equal to fifty percent (50%) of
          the Elective Deferral amounts specified by Participants during the
          prior Plan Year.

                                      182

 
EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.
- ------------------------------------------
 
               (3) If the Corporation's Operating Income as a Percent of Sales
          is equal to or exceeds 8.00%, the Corporation shall make an additional
          contribution in an amount equal to seventy-five percent (75%) of the
          Elective Deferral amounts specified by Participants during the prior
          Plan Year.

               (4) The Additional Corporation Matching Contribution made under
          this Section 17.04(b) shall be limited to Elective Deferral amounts up
          to four percent (4%) of the Participant's Weekly Rate of Compensation.
          Elective Deferral Amounts over four percent (4%) of the Participant's
          Weekly Rate of Compensation shall not be subject to the Additional
          Corporation Matching Contributions.

               (5) An Additional Corporation Matching Contribution will be made
          only in regard to an individual who was a Participant at any time
          during the prior Plan Year and who

                    (i) is an Employee of the Corporation on the final Thursday
               of the February following the end of such prior Plan Year or

                   (ii) has had a Termination of Employment for any of the
               reasons specified in Section 8.01 prior to the final Thursday of
               the

                                      183

 
EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.
- ------------------------------------------
 
               February following the end of such prior Plan Year.

               (6) Operating Income as a Percent of Sales will be determined by
          dividing the Corporation's Operating Income for the prior fiscal year
          by the Corporation's Total Sales for the prior fiscal year.  "Total
          Sales" and "Operating Income" will be amounts reported by the
          Corporation which are included as part of the consolidated financial
          statements appearing in the Lockheed Corporation Annual Report,
          recognizing that for such Annual Report the "Operating Income"
          reported by the Corporation is retitled "Program Profit."
          Notwithstanding that the consolidated Lockheed financial statements
          are subject to independent audit, the calculation of the Corporation's
          Operating Income as a Percent of Sales shall also be subject to review
          by Lockheed Corporation internal auditors or by an independent
          accounting firm.

          SECTION 17.05 - Participant's Account.
          -------------   --------------------- 

          (a) There shall be maintained for each Participant a separate
     Participant's Account which shall show in dollars the contributions made by
     the Participant and a separate Participant's Account which

                                      184

 
EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.
- ------------------------------------------
 
     shall show in dollars the corresponding contribution made by the
     Corporation under the Plan as in effect prior to December 26, 1983, and the
     Elective Deferral amounts specified by the Participant and the
     corresponding Corporation Matching Contributions made as provided in
     Section 17.04 (consisting of the Corporation's Matching cash Contributions
     and forfeitures utilized as provided in Section 4.03) and, in terms of
     Units, shall show the portion of such Participant's Account in the Bond
     Fund, the Lockheed Martin Stock Fund, the Securities Fund and/or the STIF
     Fund, as the case may be.

          (b) As of the Valuation Date of each Month each Participant's Account
     shall be credited for such Month with the number of Units equivalent to the
     Unit value (calculated as provided in Section 6.01) of:

               (1) the total dollar amount of weekly Elective Deferrals
          specified by such Participant during such Month, and

               (2) The twenty-five percent (25%) Basic Corporation Matching
          Contributions with respect to such Month as provided in Section
          17.04(a). Such units shall be allocated to the Bond Fund, the Lockheed
          Martin Stock Fund, the Securities

                                      185

 
EMPLOYEES OF LOCKHEED AEROMOD CENTER, INC.
- ------------------------------------------
 
          Fund and/or the STIF Fund pursuant to the provisions of Sections 3.05
          and 4.02.

          (c) On or before the last day of the First Quarter, the account of
     each individual meeting the requirements of Section 17.04(b)(5) will be
     credited with the number of Units equivalent to the Unit value (calculated
     as provided in Sections 6.01) of the Additional Matching Contribution as
     provided in Section 17.04(b).  Such units shall be allocated to the Bond
     Fund, the Lockheed Martin Stock Fund, the Securities Fund and/or the STIF
     Fund pursuant to the provisions of Sections 3.01(a)(2), 3.05 and 4.02.

          SECTION 17.06 - Notwithstanding any other provision of this Plan to
          -------------                                                      
the contrary, the ESOP Feature (including Section 4A) shall not apply to any
Employee of LACI and no part of the Participant's Account of any Employee of
LACI shall be maintained in the ESOP Fund.  Notwithstanding any other provision
of this Plan to the contrary, the money purchase pension component of this Plan
and Section 16 shall not apply to any Employee of LACI and no part of the
Participant's Account of any Employee of LACI shall be maintained in the money
purchase component of the Plan.

                                      186

 
                                  SECTION 18
                                  ----------

                          EFFECTIVE DATE OF AMENDMENT
                          ---------------------------
                                      AND
                                      ---
                            RESTATEMENT OF THE PLAN
                            -----------------------

          SECTION 18.01 - This amendment and restatement of the Plan shall
          -------------                                                   
become effective March 1, 1995 or at such other dates as otherwise provided
herein, subject to the receipt of a ruling satisfactory to the Board of
Directors that the Plan and Trust Agreements, as amended and restated, qualify
under applicable provisions of the United States Internal Revenue Code.

                                      187

 
                                                                        08/28/90
                                   EXHIBIT
                                     to
                                  SECTION 16

         The following medical plans collectively constitute the "Health Care
Plan" referred to in Section 16:



                                                        HMO Plan
Company/Location       HMO                              Number        ERM(1)            Medicare Supp. (2)
- ----------------       ---                              ------        ------            ------------------
                                                                            
LMSC                   Kaiser, No. California            507          Yes               Yes
                       Kitsap                            522
                       Kaiser, Mid-Atlantic              528
                       Lifeguard                         532
                       Takecare                          530
                       Bay Pacific                       531
                       Family Health Plan                510
                       Aetna Choice                      536
                       Prucare of Austin                 543
                       Virginia Mason                    581
                       Prucare of Houston                556
                       PCA Health Plans of Texas         544
                       HMO CO., Denver                   558
                       Group Health Cooperative          587
                       Maxicare                          534
                       Health Net                        533
                       Travelers, Austin                 564
                       Kaiser, Denver                    509
                       Kaiser, So. California            506
                       AvMed                             585
                       Health Source                     589
                       Columbia-Freestate H.P. Inc.      594


                                       1

 


                                                        HMO Plan
Company/Location       HMO                              Number        ERM(1)            Medicare Supp. (2)
- ----------------       ---                              ------        ------            ------------------
                                                                            
LASC-Burbank           Kaiser, So. California           506           Yes               Yes
                       Kaiser, No. California           507                              
                       Kaiser, Mid-Atlantic             528                              
                       Health Net                       533                              
                       Maxicare, So. California         534                              
                       Maxicare, No. California         534                              
                       Lifeguard                        532                              
                       The Health Plan of America       593                              
                                                                           
CORLAC                 Kaiser, So. California           506           Yes               Yes
                       Kaiser, No. California           507                              
                       Kaiser, Mid-Atlantic             528                              
                       Health Net                       533                              
                       Maxicare, So. California         534                              
                       Maxicare, No. California         534                              
                       Prucare of Houston               556                              
                       PCA Health Plans of Texas
                         Inc.                           544
                       Takecare                         530
                       Healthways                       542
                       Ameriplan                        547
                       Prucare of Atlanta               548
                       Health First                     566
                       Partners H.P. of Georgia         584
                       Bay Pacific                      531
                       Lifeguard                        532
                       The Health Plan of America       593
 

                                       2

 


                                                        HMO Plan
Company/Location       HMO                              Number        ERM(1)            Medicare Supp. (2)
- ----------------       ---                              ------        ------            ------------------
                                                                            
LASC-Georgia           Health First                     566           Yes               Yes
                       Kaiser of Georgia                576                             
                       Partners H.P. of Georgia         584                             
                       Prucare of Atlanta               548                             
                       Healthsource                     589                             
                                                                           
LAUS                   N/A                                            Yes               Yes
                                                                           
LILT                   N/A                                            Yes               Yes
                                                                           
LAAL                   N/A                                            Yes               Yes
                                                                           
LESC                   Cigna Health Plan                552           Yes               Yes
                       Group Health Association         570                             
                       Health Plan of Nevada            557                             
                       Health Plus                      545                             
                       Kaiser, No. California           507                             
                       Kaiser, Mid-Atlantic             528                             
                       Maxicare, No. California         534                             
                       Prucare of Austin                543                             
                       Prucare of Texas                 556                             
                       Sanus                            538                             
                       Takecare                         530                             
                       PCA Health Plans of Texas        544                             
                       Travelers Health Network         564                             
                       Kaiser, So. California           506                             
                       Aetna Choice                     536                             
                       Sentara Health Plan              592                             
 

                                       3

 


                                                        HMO Plan
Company/Location       HMO                              Number        ERM(1)            Medicare Supp. (2)
- ----------------       ---                              ------        ------            ------------------
                                                                            
LFC                    Kaiser, So. California           506           Yes               Yes
                       Health Net                       533                             
                       Maxicare, So. California         534                             
                                                                                        
LWEC                   Kaiser, So. California           506           Yes               Yes
                       Health Net                       533                             
                       Maxicare, So. California         534                             
                       Maxicare, No. California         534                             
                       Lifeguard                        532                             
                       Kaiser, No. California           507                             
                                                                                        
LAS                    Kaiser, So. CA (Ontario)         511           Yes               Yes
                       Health Net                       533                             
                       Maxicare                         534                             
                       Partners                         551                             
                       The Health Plan of America       593                             
                                                                                        
LASI                   N/A                                            Yes               Yes
 

                                       4

 


                                                        HMO Plan
Company/Location       HMO                              Number        ERM(1)            Medicare Supp. (2)
- ----------------       ---                              ------        ------            ------------------
                                                                            
LIMSCO                                                                No                No

SANDERS                Health Source                                  (3)               (3)
                       Matthew Thornton
                       Harvard Community H.P.

LAT                    Hawaii Med. Svcs. Assoc.         519           Yes               Yes
                       Blue Cross Plan                  818                             
                       Prucare Plus                     583                             
                       Guam Memorial Health Plan        586                             
                       MedBen                           571                             
                       Physicians Health Plan           572                             
                       Share Health Plan                574                             
                       Takecare                         530                             
                       Kaiser, Georgia                  831                             
                       Kaiser, No. California           507                             
                       Kaiser, So. California           506                             
                       Kaiser, Hawaii                   513                             
                                                                            
LAT-NY                 Empire Blue Cross Blue                               
                         Shield Healthnet HMO           580           Yes               Yes
                       Healthshield                     579                             
                       U.S. Healthcare                  582                             
                       Blue Cross Blue Shield                               
                         Wraparound                     561                             
                                                                            
LEC                    Rutgers                          527           Yes               Yes
                       Foundation Health Plan           529                             
                       U.S. Healthcare                  559                             
                       AvMed                            554                             
                       CoMed                            535                             
 

                                       5

 


                                                        HMO Plan
Company/Location       HMO                              Number        ERM(1)            Medicare Supp. (2)
- ----------------       ---                              ------        ------            ------------------
                                                                            
                       Kaiser, Georgia                  576
                       Healthways                       542
                                                   
LGIS                   N/A                                            Yes               Yes
                                                                  
LIGmbH                 N/A                                            Yes               Yes
                                                                                        
LCISA                  N/A                                            Yes               Yes
                                                                                        
LKAR                   N/A                                            Yes               Yes
                                                                                        
LSOC                   N/A                                            Yes               Yes
                                                                                        
LASS                   N/A                                            Yes               Yes
                                                                                        
LTOC                   Bay Pacific                      531           Yes               Yes
                       HMO CO. - Colorado Springs       558       
                       HMO CO. - Denver                 558  
                       Kaiser, No. California           507       
                       Lifeguard                        532       
                       Maxicare, No. California         534       
                       Takecare                         530       
                       Health Net                       533       
                       Peak Health Plan                 595       
                                                                  
LCHI                   N/A                                            Yes               Yes
                                                                  
MURDOCK                Kaiser/Texas Health Plan         546           Yes               Yes
                       Sanus Texas Health Plan          538       
                       Cigna Health Network             537  
 

                                       6

 


                                                        HMO Plan
Company/Location       HMO                              Number        ERM(1)            Medicare Supp. (2)
- ----------------       ---                              ------        ------            ------------------
                                                                            
                       Cigna Health Plan                552
                       Maxicare of No. Texas            555

AEROPARTS              N/A                                            Yes               Yes
LCAN
 

(1)  Lockheed Medical Benefit Plan - Early Retiree Plan (Plan 523)

(2)  Lockheed Medical Benefit Plan - Retired Employees and Spouse Medicare
     Supplement (Plan 523)

(3)  (Sanders Indemnity Plan)

                                       7