Lockheed Martin Investment Management Co – ‘DEFM14A’ on 2/10/95

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Definitive Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Martin Marietta Definitive Proxy Statement           234   1.24M 

Document Table of Contents

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As filed with the Securities and Exchange Commission on February 10, 1995 
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/                                             
Filed by a Party other than the Registrant / /                          

Check the appropriate box:                                              

/ / Preliminary Proxy Statement                                         
/X/ Definitive Proxy Statement                                          
/ / Definitive Additional Materials                                     
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section    
240.14a-12                                                              

MARTIN MARIETTA CORPORATION 
(Name of Registrant as Specified In Charter)

MARTIN MARIETTA CORPORATION 
(Name of Person Filing Proxy Statement) 

Payment of Filing Fee (Check the appropriate box):                              

    / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).                                                            
   /X/Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies: 
    Common Stock, par value $1.00 per share, of Lockheed Corporation
("Lockheed")                                                
Common Stock, par value $1.00 per share, of Martin Marietta 
Corporation ("Martin Marietta")                             
  Series A Preferred Stock, par value $1.00 per share, of Martin
Marietta                                                    

         -----------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:    
66,179,422 shares of Lockheed Common Stock                  
100,680,090 shares of Martin Marietta Common Stock          
 20,000,000 shares of Martin Marietta Series A Preferred Stock

         -----------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:                         

       The underlying value of the transaction of $10,333,806,577 has been
   calculated pursuant to Exchange Act Rule 0-11 by adding (a) the
      product of (i) $71.4375 (the average of the high and low prices of
   Lockheed Common Stock on November 7, 1994 on the New York Stock
      Exchange) times (ii) 66,179,422 (the aggregate number of shares of
        Lockheed Common Stock outstanding and reserved for issuance upon the
   exercise of options to purchase Lockheed Common Stock); (b) the
    product of (i) $45.75 (the average of the high and low prices of
          Martin Marietta Common Stock on November 7, 1994 on the New York Stock
       Exchange) times (ii) 100,680,090 (the aggregate number of shares of
      Martin Marietta Common Stock outstanding and reserved for issuance
   upon the exercise of options to purchase Martin Marietta Common
         Stock); and (c) $1,000,000,000 (the book value of the Martin Marietta
Series A Preferred Stock). One fiftieth of one percent of   
     $10,333,806,577, or $2,066,762, is the amount of the filing fee.*

         -----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:                
$10,333,806,577                                             

         -----------------------------------------------------------------------

 / /Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.       

(1) Amount Previously Paid:                                         

         -----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:                   

         -----------------------------------------------------------------------

(3) Filing Party:                                                   

         -----------------------------------------------------------------------

(4) Date Filed:                                                     

         -----------------------------------------------------------------------

* Filing fee paid by Martin Marietta in connection with the filing of           
 Preliminary Joint Proxy Materials by Martin Marietta and Lockheed on November
10, 1994.                                                                   

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MARTIN MARIETTA CORPORATION           6801 ROCKLEDGE DRIVE    
                                      BETHESDA, MARYLAND 20817
                                      TELEPHONE (301) 897-6000
NORMAN R. AUGUSTINE                                           
CHAIRMAN AND CHIEF EXECUTIVE OFFICER                          

                                                                February 9, 1995

Dear Fellow Stockholder:                                                        

You are cordially invited to attend a special meeting of stockholders of Martin 
Marietta Corporation on March 15, 1995, at 9:00 a.m. at The Drake Hotel, 140 E. 
Walton Place, Chicago, Illinois. At this meeting, you will be asked to approve  
the combination of the businesses of Martin Marietta and Lockheed Corporation.  
Subject to the receipt of the requisite approvals, Martin Marietta and Lockheed 
will become subsidiaries of a new holding company named Lockheed Martin         
Corporation.                                                                    

Upon completion of this transaction:                                            

     -  each outstanding share of Martin Marietta Common Stock will be converted
    into the right to receive one share of Lockheed Martin Common Stock;

   -  each outstanding share of Lockheed Common Stock will be converted into
     the right to receive 1.63 shares of Lockheed Martin Common Stock; and

    -  each outstanding share of Martin Marietta Series A Preferred Stock will
      be converted into the right to receive one share of Series A Preferred
Stock of Lockheed Martin.                                       

The accompanying Joint Proxy Statement/Prospectus provides you with detailed    
information concerning the special meeting, the proposed combination and the    
Lockheed Martin stock to be issued once this transaction has closed. Please give
all of this information your careful attention.                                 

The Board of Directors has thoroughly reviewed the terms and conditions of the  
proposed combination. The Board believes that the new company created by this   
combination will be strategically positioned in the aerospace industry. The     
Board also believes this transaction will broaden Martin Marietta's core        
businesses, both defense and non-defense, by providing economies of scale. This 
will enable Lockheed Martin to make its products and services more competitive  
in an ever more challenging global marketplace. In addition, the Board believes 
the combination is a proactive, responsible step in the continuing consolidation
in the U.S. aerospace industry.                                                 

Bear, Stearns & Co. Inc., the Board's financial advisor in connection with this 
transaction, has rendered its written opinion, a copy of which is attached to   
the Joint Proxy Statement/Prospectus. It states that the proposed combination is
fair, from a financial point of view, to the stockholders of Martin Marietta.   

The Board, by unanimous vote, has determined that the terms of the combination  
are in the best interests of the stockholders of Martin Marietta and recommends 
that you vote FOR the proposal to approve the combination.                      

At the special meeting, holders of Martin Marietta Common Stock will also be    
asked to consider and approve the adoption of an omnibus performance award plan 
and a directors deferred stock plan for Lockheed Martin, the terms of which are 
also described in the Joint Proxy Statement/Prospectus. Consummation of the     
combination is not conditioned on approval of the omnibus performance award plan
or the directors deferred                                                       

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stock plan. The Board also unanimously recommends that holders of Martin        
Marietta Common Stock vote FOR the proposals to approve these plans.            

Your vote is important, and I respectfully urge all stockholders to complete,   
sign and date the enclosed proxy card and return it in the enclosed prepaid     
envelope as soon as possible. This action does not limit your right to revoke   
your proxy by attending the special meeting and voting in person.               

                        Sincerely yours,

                               /s/ NORMAN R. AUGUSTINE
                                            ------------------------------------
                           Norman R. Augustine
                                            Chairman and Chief Executive Officer

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MARTIN MARIETTA CORPORATION  6801 ROCKLEDGE DRIVE    
                             BETHESDA, MARYLAND 20817
                             TELEPHONE (301) 897-6000

------------------------

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

------------------------

March 15, 1995

A Special Meeting of Stockholders (together with any adjournment or   
postponement thereof, the "Special Meeting") of Martin Marietta Corporation     
("Martin Marietta") will be held starting at 9:00 a.m., local time, on          
Wednesday, March 15, 1995, at The Drake Hotel, 140 E. Walton Place, Chicago,    
Illinois. Attendance at the Special Meeting will be limited to stockholders of  
record on February 7, 1995, or their proxies, beneficial owners having evidenced
ownership on that date, and invited guests of Martin Marietta.                  

The purposes of the meeting are:                                      

       1. To consider and vote upon a proposal to approve an Agreement and
     Plan of Reorganization, dated as of August 29, 1994, among Martin Marietta,
Lockheed Corporation ("Lockheed") and Lockheed Martin Corporation     
("Lockheed Martin"), as amended as of February 7, 1995, and a Plan and
  Agreement of Merger, dated as of August 29, 1994, among Martin Marietta,
     Atlantic Sub, Inc., a wholly owned subsidiary of Lockheed Martin ("Atlantic
Sub"), and Lockheed Martin, pursuant to which, among other things, (a)
     Atlantic Sub will be merged with and into Martin Marietta, and Pacific Sub,
  Inc., another wholly owned subsidiary of Lockheed Martin, will be merged
   with and into Lockheed, with the result that Martin Marietta and Lockheed
will become wholly owned subsidiaries of Lockheed Martin, (b) each    
  outstanding share of Martin Marietta Common Stock will be converted into
  the right to receive one share of Lockheed Martin Common Stock, (c) each
     outstanding share of Lockheed Common Stock will be converted into the right
to receive 1.63 shares of Lockheed Martin Common Stock and (d) each   
outstanding share of Martin Marietta Series A Preferred Stock will be 
   converted into the right to receive one share of Series A Preferred Stock
of Lockheed Martin;                                                   

          2. To consider and vote upon a proposal to approve the adoption of the
Lockheed Martin 1995 Omnibus Performance Award Plan;                  

          3. To consider and vote upon a proposal to approve the adoption of the
Lockheed Martin Directors Deferred Stock Plan; and                    

      4. To transact such other business as may properly come before the
Special Meeting.                                                      

The terms of the above-mentioned agreements, the mergers contemplated 
thereby and the Lockheed Martin stock to be issued in connection therewith, as  
well as the terms of the above-mentioned Omnibus Performance Award Plan and     
Directors Deferred Stock Plan, are described in detail in the accompanying Joint
Proxy Statement/Prospectus.                                                     

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     Holders of record of shares of Martin Marietta Common Stock at the close of
business on February 7, 1995, the record date for the Special Meeting (the      
"Record Date"), are entitled to notice of and to vote at the Special Meeting.   
The holder of record of shares of Martin Marietta Series A Preferred Stock on   
the Record Date is entitled to notice of and to vote on Proposal No. 1 at the   
Special Meeting.                                                                

                                          By Order of the Board of Directors

                               /s/ LILLIAN M. TRIPPETT
                                           -----------------------------------
                           Lillian M. Trippett
                           Corporate Secretary
                                         and Assistant General Counsel

6801 Rockledge Drive                                                            
Bethesda, Maryland 20817                                                        
February 9, 1995                                                                

IMPORTANT 

     Please note that a ticket is required for admission to the Special Meeting.
If you plan to attend and you are a stockholder as of the Record Date, please   
check the appropriate box on your Proxy Card, and we will send a ticket to you. 
If, however, your shares are held in the name of a broker or other nominee,     
please bring with you a proxy which is legally eligible to be voted at the      
Special Meeting or a letter from that firm confirming your ownership of shares  
as of the Record Date.                                                          

    It is important that your shares be represented at the meeting, regardless
of the number you hold. If you receive more than one Proxy Card because your    
shares are registered in different names or addresses, please sign and return   
each card so that all of your shares will be represented. Whether or not you    
plan to attend, please sign, date and return your Proxy Card as soon as         
possible. A return envelope is provided for your convenience. You may revoke    
your proxy at any time before it is voted by delivering to the Corporate        
Secretary of Martin Marietta at the address of Martin Marietta indicated above a
signed notice of revocation or a later dated signed proxy or by attending the   
Special Meeting and voting in person.                                           

    Upon consummation of the Combination, instructions on how to exchange your
Martin Marietta stock certificates for stock certificates of Lockheed Martin    
will be forwarded to you. DO NOT SEND IN ANY STOCK CERTIFICATES WITH YOUR PROXY 
CARD.                                                                           

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LOCKHEED CORPORATION                                 MARTIN MARIETTA CORPORATION

JOINT PROXY STATEMENT 

FOR SPECIAL MEETINGS OF STOCKHOLDERS
TO BE HELD MARCH 15, 1995 
------------------------

LOCKHEED MARTIN CORPORATION 

PROSPECTUS

This Joint Proxy Statement/Prospectus is being furnished to holders of
common stock of Lockheed Corporation, a Delaware corporation ("Lockheed"), and  
holders of common stock and preferred stock of Martin Marietta Corporation, a   
Maryland corporation ("Martin Marietta"), in connection with the solicitation of
proxies by the respective Boards of Directors of Lockheed and Martin Marietta   
for use at their respective special meetings of stockholders, or any adjournment
or postponement thereof (together, the "Special Meetings"), called to consider  
and vote upon a proposal (the "Combination Proposal") to approve and adopt an   
Agreement and Plan of Reorganization, dated as of August 29, 1994, by and among 
Lockheed, Martin Marietta and Lockheed Martin Corporation, a Maryland           
corporation ("Lockheed Martin"), as amended as of February 7, 1995 (the         
"Reorganization Agreement"), and the merger agreements contemplated thereby. The
combination of the businesses of Lockheed and Martin Marietta contemplated by   
the Combination Proposal is referred to herein as the "Combination." At the     
Special Meetings, holders of common stock of Lockheed and Martin Marietta also  
will be asked to consider and vote upon a separate proposal (the "Omnibus Plan  
Proposal") to approve the adoption of the Lockheed Martin 1995 Omnibus          
Performance Award Plan (the "Lockheed Martin Omnibus Plan") and another separate
proposal (the "Directors Plan Proposal" and, with the Omnibus Plan Proposal, the
"Plan Proposals") to approve the adoption of the Lockheed Martin Directors      
Deferred Stock Plan (the "Lockheed Martin Directors Plan").                     

The Reorganization Agreement provides, among other things, for (a) the
merger of Atlantic Sub, Inc., a Maryland corporation and wholly owned subsidiary
of Lockheed Martin ("Atlantic Sub"), with and into Martin Marietta (the         
"Atlantic Sub Merger") pursuant to a Plan and Agreement of Merger, dated as of  
August 29, 1994 (the "Atlantic Merger Agreement"), among Martin Marietta,       
Atlantic Sub and Lockheed Martin, and (b) the merger of Pacific Sub, Inc., a    
Delaware corporation and a wholly owned subsidiary of Lockheed Martin ("Pacific 
Sub"), with and into Lockheed pursuant to a Plan and Agreement of Merger, dated 
as of August 29, 1994 (the "Pacific Merger Agreement"), among Lockheed, Pacific 
Sub and Lockheed Martin (the "Pacific Sub Merger" and together with the Atlantic
Sub Merger, the "Mergers"). As a result of the Combination, each of Lockheed and
Martin Marietta will become a wholly owned subsidiary of Lockheed Martin and    
stockholders of Lockheed and Martin Marietta will become stockholders of        
Lockheed Martin on the terms described in this Joint Proxy Statement/Prospectus.
The Combination will be accomplished pursuant to the Mergers. The Mergers will  
become effective pursuant to the filing of Articles of Merger with the          
Department of Assessments and Taxation of the State of Maryland and the filing  
of a Certificate of Merger with the Secretary of State of the State of Delaware 
(the date on which the Mergers are to become effective being herein referred to 
as the "Merger Date"), which is currently expected to occur shortly after the   
Special Meetings if the Combination Proposal is approved and adopted by the     
requisite vote of the respective stockholders of Lockheed and Martin Marietta,  
and after receipt of requisite regulatory approvals. See "THE COMBINATION" and  
"THE REORGANIZATION AGREEMENT."                                                 

  Lockheed Martin has filed a registration statement on Form S-4 (together
with all amendments, exhibits and schedules thereto, the "Registration          
Statement") under the Securities Act of 1933, as amended (the "Act"), relating  
to shares of Lockheed Martin Common Stock, par value $1.00 per share (the       
"Lockheed Martin Common Stock"), that are proposed to be issued in connection   
with the Combination to holders of outstanding shares of Lockheed Common Stock, 
par value $1.00 per share (the "Lockheed Common Stock"), and to holders of      
outstanding shares of Martin Marietta Common Stock, par value $1.00 per share   
(the "Martin Marietta Common Stock"). This Joint Proxy Statement/ Prospectus    
also constitutes the Prospectus of Lockheed Martin filed as part of the         
Registration Statement.                                                         

  This Joint Proxy Statement/Prospectus and the accompanying form of proxy
are first being mailed to the respective stockholders of Lockheed and Martin    
Marietta on or about February 11, 1995.                                         

THE SECURITIES TO BE ISSUED PURSUANT TO THIS JOINT PROXY              
STATEMENT/PROSPECTUS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS    
JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A       
CRIMINAL OFFENSE.                                                               

 This Joint Proxy Statement/Prospectus does not cover any resales of the
Lockheed Martin Common Stock or Lockheed Martin Series A Preferred Stock, par   
value $1.00 per share (the "Lockheed Martin Series A Preferred Stock"), to be   
received by the stockholders of Lockheed or Martin Marietta upon consummation of
the Combination, and no person is authorized to make any use of this Joint Proxy
Statement/Prospectus in connection with any such resale.                        

The date of this Joint Proxy Statement/Prospectus is February 9, 1995.

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TABLE OF CONTENTS 

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                                                                                               PAGE
                                                                                               --- 
                                                                                                   
AVAILABLE INFORMATION.........................................................................   4 
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................................   4 
SUMMARY.......................................................................................   6 
  The Companies...............................................................................   6 
  The Special Meetings........................................................................   6 
  The Combination Proposal....................................................................   7 
  Special Considerations......................................................................  11 
  The Plan Proposals..........................................................................  11 
  Summary Selected Historical and Unaudited Pro Forma Combined Condensed Financial                 
    Information...............................................................................  12 
  Comparative Per Share Information...........................................................  14 
  Comparative Per Share Market Price Information..............................................  15 
  Listing of Lockheed Martin Common Stock; Quarterly Dividend.................................  15 
THE SPECIAL MEETINGS..........................................................................  16 
  Times and Places; Purposes..................................................................  16 
  Voting Rights; Votes Required for Approval..................................................  16 
  Proxies.....................................................................................  18 
THE COMBINATION...............................................................................  19 
  Background..................................................................................  19 
  Recommendation of Lockheed Board; Lockheed's Reasons for the Combination....................  24 
  Recommendation of Martin Marietta Board; Martin Marietta's Reasons for the Combination......  25 
  Fairness Opinions...........................................................................  26 
  Interests of Certain Persons in the Combination.............................................  33 
  Accounting Treatment........................................................................  39 
  Certain Federal Income Tax Consequences.....................................................  39 
  Regulatory Approvals........................................................................  40 
  Certain Litigation..........................................................................  42 
  Stock Exchange Listing......................................................................  45 
  Delisting and Deregistration of Lockheed Common Stock and Martin Marietta Common Stock;          
    Cessation of Periodic Reporting...........................................................  45 
  Federal Securities Laws Consequences........................................................  46 
  Appraisal Rights............................................................................  46 
THE REORGANIZATION AGREEMENT..................................................................  46 
  General.....................................................................................  46 
  Consideration to be Received in the Combination.............................................  47 
  Lockheed Martin Following the Combination...................................................  48 
  Conditions to the Combination...............................................................  48 
  Representations and Warranties..............................................................  49 
  Certain Covenants...........................................................................  49 
  No Solicitation of Transactions.............................................................  49 
  Certain Benefits Matters....................................................................  50 
  Indemnification and Insurance...............................................................  50 
  Termination.................................................................................  51 
  Expenses....................................................................................  52 
BUSINESS OF LOCKHEED..........................................................................  52 
BUSINESS OF MARTIN MARIETTA...................................................................  53 
RECENT DEVELOPMENTS...........................................................................  53 
  1994 Results of Operations..................................................................  53 
  Lockheed Plea Agreement.....................................................................  54 
BUSINESS OF LOCKHEED MARTIN...................................................................  54 
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION...................................  55 
SELECTED HISTORICAL FINANCIAL INFORMATION                                                          
  OF LOCKHEED CORPORATION.....................................................................  57 
SELECTED HISTORICAL FINANCIAL INFORMATION                                                          
  OF MARTIN MARIETTA CORPORATION..............................................................  58 
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS...................................  59 
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS..........................  62 

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COMPARISON OF STOCKHOLDERS' RIGHTS............................................................  65 
  Comparison of Stockholder Rights with Respect to Lockheed Martin and Martin Marietta........  65 
  Comparison of Stockholder Rights with Respect to Lockheed Martin and Lockheed...............  66 
DESCRIPTION OF LOCKHEED MARTIN CAPITAL STOCK..................................................  72 
  Authorized Capital Stock....................................................................  73 
  Common Stock................................................................................  73 
  Series A Preferred Stock....................................................................  73 
  Series Preferred Stock......................................................................  77 
  Preemptive Rights...........................................................................  77 
  Transfer Agent and Registrar................................................................  77 
  Certain Antitakeover Effects of Lockheed Martin Charter and Bylaws and Maryland Law.........  78 
MANAGEMENT OF LOCKHEED MARTIN.................................................................  81 
  Directors...................................................................................  81 
  Compensation of Directors...................................................................  86 
  Committees of the Board of Directors........................................................  87 
  Officers....................................................................................  88 
  Compensation of Executive Officers..........................................................  88 
OWNERSHIP OF LOCKHEED, MARTIN MARIETTA AND LOCKHEED MARTIN....................................  89 
  Lockheed....................................................................................  89 
  Martin Marietta.............................................................................  91 
  Lockheed Martin.............................................................................  94 
THE STANDSTILL AGREEMENT......................................................................  95 
  Term........................................................................................  95 
  Standstill Provisions.......................................................................  95 
  Board Representation........................................................................  96 
  Voting......................................................................................  96 
  Transfer Restrictions and Right of First Offer..............................................  97 
  Right of First Refusal with Respect to Restricted Persons...................................  97 
  Rights Pursuant to a Tender Offer...........................................................  97 
  Registration Rights.........................................................................  98 
  Special Liquidity Provisions................................................................  98 
CERTAIN TRANSACTIONS.......................................................................... 100 
LOCKHEED MARTIN 1995 OMNIBUS PERFORMANCE AWARD PLAN........................................... 100 
  General..................................................................................... 100 
  Types of Awards............................................................................. 101 
  Administration; Change in Control........................................................... 103 
  Amendment and Termination................................................................... 104 
  Authorized Shares; Other Provisions; Non-Exclusivity........................................ 104 
  Federal Income Tax Consequences............................................................. 105 
LOCKHEED MARTIN DIRECTORS DEFERRED STOCK PLAN................................................. 106 
LEGAL MATTERS................................................................................. 108 
EXPERTS....................................................................................... 108 
FUTURE STOCKHOLDER PROPOSALS.................................................................. 108 
INDEX TO LOCKHEED MARTIN CORPORATION FINANCIAL STATEMENTS..................................... F-1 
Appendix I     Agreement and Plan of Reorganization                                                
Appendix II    Opinion of Morgan Stanley & Co. Incorporated                                        
Appendix III   Opinion of Bear, Stearns & Co. Inc.                                                 
Appendix IV    Lockheed Martin Corporation 1995 Omnibus Performance Award Plan                     
Appendix V     Lockheed Martin Corporation Directors Deferred Stock Plan                           

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AVAILABLE INFORMATION 

Lockheed and Martin Marietta are each subject to the information      
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange  
Act"), and in accordance therewith file reports, proxy statements and other     
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed with the Commission can be
inspected and copied at the public reference facilities maintained by the       
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,   
D.C. 20549 and at the following Regional Offices of the Commission: Citicorp    
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7     
World Trade Center, Suite 1300, New York, New York 10048. Copies of such        
material can be obtained at prescribed rates from the Public Reference Section  
of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.  
20549. Such information with respect to Lockheed and Martin Marietta may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New   
York, New York 10005, and the offices of the Pacific Stock Exchange, 115 Sansome
Street, 2nd Floor, San Francisco, California 94104.                             

This Joint Proxy Statement/Prospectus does not include all of the     
information set forth in the Registration Statement filed by Lockheed Martin    
with the Commission under the Act, as permitted by the rules and regulations of 
the Commission. The Registration Statement, including any amendments, schedules 
and exhibits filed or incorporated by reference as a part thereof, is available 
for inspection and copying as set forth above. Statements contained in this     
Joint Proxy Statement/Prospectus or in any document incorporated herein by      
reference as to the contents of any contract or other document referred to      
herein or therein are not necessarily complete and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to the  
Registration Statement or such other document, and each statement shall be      
deemed qualified in its entirety by such reference.                             

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY     
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS  
JOINT PROXY STATEMENT/PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR    
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS JOINT    
PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A            
SOLICITATION OF AN OFFER TO BUY THE SECURITIES COVERED BY THIS JOINT PROXY      
STATEMENT/PROSPECTUS OR A SOLICITATION OF A PROXY IN ANY JURISDICTION WHERE, OR 
TO OR FROM ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION  
OF AN OFFER OR PROXY SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF 
THIS JOINT PROXY STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE   
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS 
BEEN NO CHANGE IN THE AFFAIRS OF LOCKHEED, MARTIN MARIETTA OR LOCKHEED MARTIN   
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY      
REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.              

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

  The following documents previously filed by Lockheed with the Commission
under the Exchange Act are incorporated herein by reference:                    

       (a) Lockheed's Annual Report on Form 10-K for the fiscal year ended
December 26, 1993, as amended by Form 10-K/A (Amendment No. 1) for the
   fiscal year ended December 26, 1993 (together, the "Lockheed Form 10-K");

        (b) Lockheed's Quarterly Reports on Form 10-Q for the quarters ended
  March 27, 1994, June 26, 1994 and September 25, 1994 (the "Lockheed Form
10-Qs"); and                                                          

        (c) Lockheed's Current Reports on Form 8-K dated March 7, 1994, June
22, 1994, August 18, 1994, August 30, 1994 and September 29, 1994     
    (collectively with the Lockheed Form 10-K and the Lockheed Form 10-Qs, the
"Lockheed Reports").                                                  

The following documents previously filed by Martin Marietta with the  
Commission under the Exchange Act are incorporated herein by reference:         

        (a) Martin Marietta's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (the "Martin Marietta Form 10-K");            

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         (b) Martin Marietta's Quarterly Reports on Form 10-Q for the quarters
 ended March 31, 1994, June 30, 1994 and September 30, 1994 (the "Martin
Marietta Form 10-Qs"); and                                            

         (c) Martin Marietta's Current Reports on Form 8-K dated May 13, 1994,
September 1, 1994 and September 30, 1994 (collectively with the Martin
     Marietta Form 10-K and the Martin Marietta Form 10-Qs, the "Martin Marietta
Reports").                                                            

 All documents filed by Lockheed or Martin Marietta pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Joint Proxy
Statement/Prospectus and prior to the Special Meetings shall be deemed to be    
incorporated by reference into this Joint Proxy Statement/Prospectus and to be a
part hereof from the date of filing of such documents.                          

Any statement contained in a document incorporated or deemed to be    
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes hereof to the extent that a statement contained herein (or in any  
other subsequently filed document that is or is deemed to be incorporated by    
reference herein) modifies or supersedes such previous statement. Any statement 
so modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.                                                   

    All information contained or incorporated by reference in this Joint Proxy
Statement/Prospectus relating to Lockheed has been supplied by Lockheed and all 
such information relating to Martin Marietta has been supplied by Martin        
Marietta.                                                                       

   THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE HEREIN) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST BY 
ANY PERSON TO WHOM THIS JOINT PROXY STATEMENT/PROSPECTUS HAS BEEN DELIVERED, IN 
THE CASE OF DOCUMENTS RELATING TO LOCKHEED, FROM JAMES R. RYAN, STAFF VICE      
PRESIDENT, INVESTOR RELATIONS, LOCKHEED CORPORATION, 4500 PARK GRANADA          
BOULEVARD, CALABASAS, CALIFORNIA 91399 (TELEPHONE 818-876-2000), AND IN THE CASE
OF DOCUMENTS RELATING TO MARTIN MARIETTA, FROM WILLIAM D. KEOUGH, DIRECTOR,     
INVESTOR RELATIONS, MARTIN MARIETTA CORPORATION, 6801 ROCKLEDGE DRIVE, BETHESDA,
MARYLAND 20817 (TELEPHONE 301-897-6000). IN ORDER TO ENSURE TIMELY DELIVERY OF  
THE DOCUMENTS, ANY SUCH REQUEST SHOULD BE MADE BY MARCH 8, 1995.                

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SUMMARY 

 The following summary is intended only to highlight certain information
contained elsewhere in this Joint Proxy Statement/Prospectus. This summary is   
not intended to be complete and is qualified in its entirety by the more        
detailed information contained elsewhere in this Joint Proxy                    
Statement/Prospectus, the Appendices hereto and the documents incorporated by   
reference or otherwise referred to herein. Stockholders are urged to review this
entire Joint Proxy Statement/Prospectus carefully, including the Appendices     
hereto and such other documents.                                                

THE COMPANIES                                                                   

    Lockheed.  Lockheed's primary businesses involve research, development and
production of aerospace products, systems and services. Lockheed also manages   
the Idaho National Engineering Laboratory for the Department of Energy. The     
mailing address of Lockheed's principal executive offices is 4500 Park Granada  
Boulevard, Calabasas, California 91399; its telephone number is (818) 876-2000. 
See "BUSINESS OF LOCKHEED."                                                     

   Martin Marietta.  Martin Marietta is a diversified enterprise principally
engaged in the conception, design, manufacture and integration of advanced      
technology products and services for the United States Government and private   
industry. In addition, Martin Marietta manages certain facilities for the       
Department of Energy and also produces construction aggregates and specialty    
chemical products. The mailing address of Martin Marietta's principal executive 
offices is 6801 Rockledge Drive, Bethesda, Maryland 20817; its telephone number 
is (301) 897-6000. See "BUSINESS OF MARTIN MARIETTA."                           

  Lockheed Martin.  Lockheed Martin is a newly formed Maryland corporation
that has not, to date, conducted any activities other than those incident to its
formation, its execution of the Reorganization Agreement and related agreements 
and its participation in the preparation of this Joint Proxy                    
Statement/Prospectus. As a result of the Combination, Lockheed and Martin       
Marietta will become wholly owned subsidiaries of Lockheed Martin. Accordingly, 
the businesses of Lockheed Martin, through its wholly owned subsidiaries        
Lockheed and Martin Marietta, will be the businesses currently conducted by     
Lockheed and Martin Marietta. The mailing address of Lockheed Martin's principal
executive offices will be 6801 Rockledge Drive, Bethesda, Maryland 20817; its   
telephone number will be (301) 897-6000. See "BUSINESS OF LOCKHEED MARTIN."     

THE SPECIAL MEETINGS                                                            

   Lockheed.  A special meeting of the stockholders of Lockheed will be held
at the Ritz-Carlton Chicago, 160 E. Pearson Street, Chicago, Illinois, on       
Wednesday, March 15, 1995, starting at 9:00 a.m., local time. At the special    
meeting, or at any adjournment or postponement thereof (the "Lockheed Meeting"),
holders of Lockheed Common Stock will be asked to approve and adopt the         
Reorganization Agreement and the Pacific Merger Agreement. See "THE COMBINATION"
and "THE REORGANIZATION AGREEMENT." Holders of Lockheed Common Stock will also  
be asked to approve the adoption of the Omnibus Plan Proposal and the Directors 
Plan Proposal. See "LOCKHEED MARTIN 1995 OMNIBUS PERFORMANCE AWARD PLAN" and    
"LOCKHEED MARTIN DIRECTORS DEFERRED STOCK PLAN." The consummation of the        
Combination is not conditioned on approval of either of the Plan Proposals at   
the Lockheed Meeting.                                                           

Holders of record of Lockheed Common Stock at the close of business on
February 7, 1995 (the "Lockheed Record Date") have the right to receive notice  
of and to vote at the Lockheed Meeting. On the Lockheed Record Date, there were 
63,277,805 shares of Lockheed Common Stock outstanding and entitled to vote.    
Each share of Lockheed Common Stock is entitled to one vote on each matter that 
is properly presented to stockholders for a vote at the Lockheed Meeting. Under 
Lockheed's Certificate of Incorporation, as amended, and the Delaware General   
Corporation Law (the "DGCL"), the affirmative vote of the holders of a majority 
of the outstanding shares of Lockheed Common Stock is required to approve and   
adopt the Reorganization Agreement and the Pacific Merger Agreement. Approval of
the adoption of each of the Plan Proposals requires the affirmative vote of the 
holders of a majority of the shares of Lockheed Common Stock present in person  
or by proxy and entitled to vote on that Plan Proposal, provided that the total 
number of votes cast for and against that Plan Proposal is greater than 50% of  
the shares of Lockheed Common Stock issued and outstanding on the Lockheed      
Record Date. In addition, the Combination Proposal and each of the Plan         
Proposals must also be approved by the stockholders of Martin Marietta as       
described below.                                                                

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Directors and executive officers of Lockheed and their affiliates as a
group beneficially own approximately 2.7% of the Lockheed Common Stock eligible 
to vote at the Lockheed Meeting.                                                

    Martin Marietta.  A special meeting of the stockholders of Martin Marietta
will be held starting at 9:00 a.m., local time, on Wednesday, March 15, 1995, at
The Drake Hotel, 140 E. Walton Place, Chicago, Illinois. At the special meeting,
or at any adjournment or postponement thereof (the "Martin Marietta Meeting"),  
holders of Martin Marietta Common Stock and Martin Marietta Series A Preferred  
Stock will be asked to approve the Reorganization Agreement and the Atlantic    
Merger Agreement. See "THE COMBINATION" and "THE REORGANIZATION AGREEMENT."     
Holders of Martin Marietta Common Stock will also be asked to approve the       
adoption of the Omnibus Plan Proposal and the Directors Plan Proposal. See      
"LOCKHEED MARTIN 1995 OMNIBUS PERFORMANCE AWARD PLAN" and "LOCKHEED MARTIN      
DIRECTORS DEFERRED STOCK PLAN." The consummation of the Combination is not      
conditioned on approval of either of the Plan Proposals at the Martin Marietta  
Meeting.                                                                        

    Holders of record of Martin Marietta Common Stock at the close of business
on February 7, 1995 (the "Martin Marietta Record Date") have the right to       
receive notice of and to vote at the Martin Marietta Meeting. General Electric  
Company ("GE"), the holder of record of all the shares of Martin Marietta Series
A Preferred Stock, par value $1.00 per share (the "Martin Marietta Series A     
Preferred Stock"), on the Martin Marietta Record Date, also is entitled to      
notice of and to vote at the Martin Marietta Meeting on the proposal to approve 
the Reorganization Agreement and the Atlantic Merger Agreement, but is not      
entitled to vote on either of the Plan Proposals. On the Martin Marietta Record 
Date, there were 96,064,318 shares of Martin Marietta Common Stock and          
20,000,000 shares of Martin Marietta Series A Preferred Stock outstanding. Each 
share of Martin Marietta Common Stock is entitled to one vote on each matter    
that is properly presented to stockholders for a vote at the Martin Marietta    
Meeting. With respect to the proposal to approve the Reorganization Agreement   
and the Atlantic Merger Agreement, GE, as the holder of the Martin Marietta     
Series A Preferred Stock, is entitled to cast 28,941,466 votes, representing the
number of shares of Martin Marietta Common Stock into which its shares of Martin
Marietta Series A Preferred Stock are convertible. Under Martin Marietta's      
Charter and the Maryland General Corporation Law (the "MGCL"), the affirmative  
vote of the holders of a majority of the combined voting power of the shares of 
Martin Marietta Common Stock and Martin Marietta Series A Preferred Stock issued
and outstanding on the Martin Marietta Record Date, voting together as a single 
class, is required to approve the Reorganization Agreement and the Atlantic     
Merger Agreement. The management of GE has agreed to recommend to its Board of  
Directors that its shares of Martin Marietta Series A Preferred Stock           
(representing approximately 23% of such combined voting power) be voted in favor
of the proposal to approve the Reorganization Agreement and the Atlantic Merger 
Agreement. Approval of the adoption of each of the Plan Proposals requires the  
affirmative vote of the holders of a majority of the shares of Martin Marietta  
Common Stock issued and outstanding on the Martin Marietta Record Date. In      
addition, the Combination Proposal and each of the Plan Proposals must be       
approved by the holders of shares of Lockheed Common Stock as described above.  

  Directors and executive officers of Martin Marietta and their affiliates
(other than GE) as a group beneficially own approximately 1.3% of the shares of 
Martin Marietta Common Stock eligible to vote at the Martin Marietta Meeting.   

THE COMBINATION PROPOSAL                                                        

 Consideration to be Received by Lockheed Stockholders.  Pursuant to the
Reorganization Agreement and the Pacific Merger Agreement, Pacific Sub will be  
merged with and into Lockheed. Lockheed will be the surviving corporation of the
Pacific Sub Merger and will become a wholly owned subsidiary of Lockheed Martin.
Upon consummation of the Pacific Sub Merger, (i) each outstanding share of      
Lockheed Common Stock will be converted into the right to receive 1.63 shares of
Lockheed Martin Common Stock and (ii) any outstanding shares of Lockheed Common 
Stock owned by Martin Marietta or any subsidiary of Martin Marietta or held by  
Lockheed in its treasury will be cancelled and cease to exist. Fractional shares
of Lockheed Martin Common Stock will not be issued in connection with the       
Pacific Sub Merger. Holders of Lockheed Common Stock otherwise entitled to a    
fractional share will be paid an amount in cash equal to the same fraction of   
the fair market value of a whole share of Lockheed Martin Common Stock,         
determined as set forth in the Reorganization Agreement. See "THE REORGANIZATION
AGREEMENT -- Consideration to be                                                

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Received in the Combination." For a description of the Lockheed Martin Common   
Stock, see "DESCRIPTION OF LOCKHEED MARTIN CAPITAL STOCK." For a summary of the 
principal differences between the rights of holders of Lockheed Common Stock and
the rights of holders of Lockheed Martin Common Stock, see "COMPARISON OF       
STOCKHOLDERS' RIGHTS."                                                          

LOCKHEED STOCKHOLDERS SHOULD NOT SEND IN THEIR STOCK CERTIFICATES WITH
THEIR PROXY CARDS.                                                              

   Consideration to be Received by Martin Marietta Stockholders. Pursuant to
the Reorganization Agreement and the Atlantic Merger Agreement, Atlantic Sub    
will be merged with and into Martin Marietta. Martin Marietta will be the       
surviving corporation of the Atlantic Sub Merger and will become a wholly owned 
subsidiary of Lockheed Martin. Upon consummation of the Atlantic Sub Merger, (i)
each outstanding share of Martin Marietta Common Stock will be converted into   
the right to receive one share of Lockheed Martin Common Stock, (ii) each       
outstanding share of Martin Marietta Series A Preferred Stock will be converted 
into the right to receive one share of Lockheed Martin Series A Preferred Stock 
and (iii) any outstanding shares of Martin Marietta Common Stock owned by       
Lockheed or any subsidiary of Lockheed will be cancelled and cease to exist. See
"THE REORGANIZATION AGREEMENT -- Consideration to be Received in the            
Combination." For a description of the Lockheed Martin Common Stock and Lockheed
Martin Series A Preferred Stock, see "DESCRIPTION OF LOCKHEED MARTIN CAPITAL    
STOCK." For a summary of the principal differences between the rights of holders
of Martin Marietta Common Stock and Lockheed Martin Common Stock, see           
"COMPARISON OF STOCKHOLDERS' RIGHTS."                                           

  MARTIN MARIETTA STOCKHOLDERS SHOULD NOT SEND IN THEIR STOCK CERTIFICATES
WITH THEIR PROXY CARDS.                                                         

    Ownership of Lockheed Martin After the Combination.  Immediately following
the Combination (i) the former holders of Lockheed Common Stock will            
collectively hold approximately 52% of the issued and outstanding shares of     
Lockheed Martin Common Stock, and (ii) the former holders of Martin Marietta    
Common Stock will collectively hold approximately 48% of the issued and         
outstanding shares of Lockheed Martin Common Stock. Immediately following the   
Combination, GE, which currently holds 20,000,000 shares of Martin Marietta     
Series A Preferred Stock, will hold 20,000,000 shares of Lockheed Martin Series 
A Preferred Stock, which will be convertible into approximately 28.9 million    
shares of Lockheed Martin Common Stock. Except as required by law or for        
specified voting rights in the event of a default under Lockheed Martin's senior
bank facility, a failure to pay dividends under the Lockheed Martin Series A    
Preferred Stock or certain mergers, consolidations, business combinations or    
share exchanges as described under "DESCRIPTION OF LOCKHEED MARTIN CAPITAL      
STOCK -- Series A Preferred Stock -- Voting Rights," the holders of the Lockheed
Martin Series A Preferred Stock will not be entitled to vote on any matter on   
which the holders of any voting securities (including the Lockheed Martin Common
Stock) of Lockheed Martin will be entitled to vote. If the Lockheed Martin      
Series A Preferred Stock were to be converted immediately after the Combination,
approximately 45% of the shares of Lockheed Martin Common Stock then outstanding
would be held by former holders of Lockheed Common Stock, approximately 42%     
would be held by former holders of Martin Marietta Common Stock and             
approximately 13% would be held by GE.                                          

     Recommendation of Lockheed's Board of Directors: Lockheed's Reasons for the
Combination. The Board of Directors of Lockheed (the "Lockheed Board"), by      
unanimous vote, has determined that the Combination is in the best interests of 
the holders of Lockheed Common Stock and recommends that holders of Lockheed    
Common Stock vote in favor of the Combination Proposal. The decision of the     
Lockheed Board to enter into the Reorganization Agreement and to recommend that 
stockholders vote in favor of the Combination Proposal is based upon its        
evaluation of a number of factors including, among others, the opinion of Morgan
Stanley & Co. Incorporated ("Morgan Stanley"), Lockheed's financial advisor for 
the Combination, that the exchange ratio of Lockheed Martin Common Stock for    
Lockheed Common Stock reflected in the Reorganization Agreement is fair from a  
financial point of view to the stockholders of Lockheed. See "THE               
COMBINATION -- Recommendation of Lockheed Board; Lockheed's Reasons for the     
Combination" and "-- Fairness Opinions -- Lockheed."                            

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   Recommendation of Martin Marietta's Board of Directors: Martin Marietta's
Reasons for the Combination. The Board of Directors of Martin Marietta (the     
"Martin Marietta Board"), by unanimous vote, has determined that the Combination
is in the best interests of the stockholders of Martin Marietta and recommends  
that stockholders of Martin Marietta vote in favor of the Combination Proposal. 
The decision of the Martin Marietta Board to enter into the Reorganization      
Agreement and to recommend that stockholders vote in favor of the Combination   
Proposal is based upon its evaluation of a number of factors including, among   
others, the opinion of Bear, Stearns & Co. Inc. ("Bear Stearns"), Martin        
Marietta's financial advisor for the Combination, to the effect that the        
Combination is fair from a financial point of view to the stockholders of Martin
Marietta. See "THE COMBINATION -- Recommendation of Martin Marietta Board;      
Martin Marietta's Reasons for the Combination" and "-- Fairness                 
Opinions -- Martin Marietta."                                                   

   Conditions to the Combination. The respective obligations of Lockheed and
Martin Marietta to consummate the Combination are subject to the satisfaction of
certain conditions, including approval of the stockholders of both Lockheed and 
Martin Marietta, receipt of certain required regulatory approvals, letters from 
the independent auditors for Martin Marietta and Lockheed with respect to the   
availability of the pooling of interests method of accounting, opinions from tax
counsel for Martin Marietta and for Lockheed with respect to the tax            
consequences of the Combination, and confirmation of certain factual matters.   
See "THE REORGANIZATION AGREEMENT -- Conditions to the Combination."            

   Termination of the Reorganization Agreement. The Reorganization Agreement
is subject to termination at the option of either Lockheed or Martin Marietta if
the Combination is not consummated on or before March 31, 1995, and prior to    
such time upon the occurrence of certain events. Under certain circumstances,   
Lockheed or Martin Marietta may be required to pay to the other a fee in the    
amount of $50 million upon the termination of the Reorganization Agreement. See 
"THE REORGANIZATION AGREEMENT -- Termination." In addition, in certain cases a  
party's expenses, not to exceed $15 million, are reimbursable upon termination. 
See "THE REORGANIZATION AGREEMENT -- Expenses."                                 

     Regulatory Approvals. The Combination is subject to the requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR      
Act"), and the rules and regulations thereunder which provide that certain      
transactions may not be consummated until required information and materials are
furnished to the Antitrust Division of the Department of Justice (the "Antitrust
Division") and the Federal Trade Commission (the "FTC") and the requisite       
waiting period has expired or is terminated. Lockheed and Martin Marietta filed 
the required information and materials with the Antitrust Division and the FTC  
effective on September 23, 1994. The FTC, which reviewed the transaction, made a
request for additional information on October 21, 1994. Both Lockheed and Martin
Marietta completed their respective submissions of additional information on    
December 22, 1994, and the statutory waiting period under the HSR Act expired on
January 11, 1995.                                                               

On December 22, 1994, Lockheed, Martin Marietta, and Lockheed Martin  
executed an Agreement Containing Consent Order with the FTC staff, which was    
provisionally accepted by the FTC on January 11, 1995, subject to further review
at the expiration of a public comment period which expires on March 28, 1995.   
After the expiration of the public comment period, the FTC will vote to either  
finally accept the Consent Order or withdraw its acceptance of the Consent      
Order.                                                                          

    With respect to the HSR Act, Lockheed, Martin Marietta and Lockheed Martin
may consummate the Combination at any time subsequent to the January 11, 1995,  
expiration of the HSR waiting period and are not required to delay consummation 
until expiration of the public comment period and final FTC acceptance. If the  
Combination is consummated prior to final FTC acceptance of the Consent Order   
and the FTC withdraws its provisional acceptance of the Consent Order, the FTC  
could file an administrative action challenging the Combination in whole or in  
part, and could seek divestiture of all or part of Lockheed Martin's assets. Any
adverse FTC decision in any such administrative action would be subject to      
review by a federal court of appeals. If the FTC withdraws its provisional      
acceptance of the Consent Order prior to consummation of the Combination, the   
FTC could seek a temporary restraining order and/or a preliminary injunction    
pursuant to Section 13(b) of the Federal Trade Commission Act to prevent        
consummation of the transaction subject to the completion of an administrative  
action, and any resulting appeals, adjudicating the lawfulness of the           
transaction.                                                                    

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   Lockheed, Martin Marietta and Lockheed Martin do not believe that, if the
Combination is consummated, compliance with the Consent Order will have a       
material adverse affect on the business, results of operations or financial     
condition of Lockheed Martin and its subsidiaries taken as a whole or on the    
operating sectors anticipated to be organized by Lockheed Martin as reportable  
business segments. See "BUSINESS OF LOCKHEED MARTIN" and "RECENT                
DEVELOPMENTS -- Lockheed Plea Agreement."                                       

  Lockheed, Martin Marietta and Lockheed Martin have agreed to comply with
the Consent Order during the public comment period and, if the FTC withdraws its
provisional acceptance of the Consent Order, for ten days thereafter. See "THE  
COMBINATION -- Regulatory Approvals" for a summary of the material elements of  
the Consent Order.                                                              

   Accounting Treatment. The Combination is expected to qualify as a pooling
of interests for accounting and financial reporting purposes. It is a condition 
to the Combination that Lockheed and Martin Marietta each receive from Ernst &  
Young LLP, Lockheed's and Martin Marietta's independent auditors, a letter dated
the Merger Date to the effect that they concur with the conclusions of          
Lockheed's and Martin Marietta's managements that the transactions contemplated 
by the Reorganization Agreement, if consummated, will qualify as transactions to
be accounted for in accordance with the pooling of interests method of          
accounting under the requirements of Opinion No. 16, Business Combinations, of  
the Accounting Principles Board of the American Institute of Certified Public   
Accountants, as amended by applicable pronouncements by the Financial Accounting
Standards Board ("APB No. 16"). See "THE COMBINATION -- Accounting Treatment."  

    Opinions of Financial Advisors. On August 29, 1994, prior to the execution
of the Reorganization Agreement, Morgan Stanley rendered to the Lockheed Board  
its written opinion to the effect that, as of such date, the exchange ratio of  
Lockheed Martin Common Stock for Lockheed Common Stock reflected in the         
Reorganization Agreement was fair from a financial point of view to the         
stockholders of Lockheed. Morgan Stanley has updated its opinion by delivery to 
the Lockheed Board of a written opinion dated the date hereof.                  

     On August 27, 1994, Bear Stearns delivered to the Martin Marietta Board its
written opinion to the effect that, as of such date, the Combination was fair   
from a financial point of view to the stockholders of Martin Marietta. Bear     
Stearns has updated its opinion by delivery to the Martin Marietta Board of a   
written opinion dated the date hereof.                                          

   Lockheed and Martin Marietta stockholders are urged to read carefully the
opinions of Morgan Stanley and Bear Stearns, respectively, which are set forth  
in their entirety as Appendices II and III to this Joint Proxy                  
Statement/Prospectus, for a description of the procedures followed, the factors 
considered and the assumptions made by Morgan Stanley and Bear Stearns in       
rendering their respective opinions. See "THE COMBINATION -- Fairness Opinions."

Certain Federal Income Tax Consequences. The Combination has been     
structured to qualify as a nontaxable exchange under the Internal Revenue Code  
of 1986, as amended (the "Code"). It is a condition to the Combination that     
Lockheed receive an opinion from O'Melveny & Myers (counsel to Lockheed) and    
that Martin Marietta receive an opinion from King & Spalding (tax counsel to    
Martin Marietta) to the effect that no gain or loss will be recognized by       
Lockheed or Martin Marietta, as the case may be, or their respective            
stockholders in connection with the Combination (other than with respect to cash
received in lieu of fractional shares by holders of Lockheed Common Stock). See 
"THE COMBINATION -- Certain Federal Income Tax Consequences."                   

Appraisal Rights. Holders of Lockheed Common Stock are not entitled to
dissenters' or appraisal rights in connection with the Pacific Sub Merger       
because the Lockheed Common Stock is listed on a national securities exchange   
and the shares of Lockheed Martin Common Stock that such holders will be        
entitled to receive in the Pacific Sub Merger will also be listed on a national 
securities exchange. Holders of Martin Marietta Common Stock are not entitled to
dissenters' or appraisal rights in connection with the Atlantic Sub Merger      
because the Martin Marietta Common Stock is listed on a national securities     
exchange.                                                                       

    The holder of the outstanding shares of Martin Marietta Series A Preferred
Stock, GE, is entitled to exercise appraisal rights under Title 3, Subtitle 2 of
the MGCL. However, the management of GE has agreed to recommend to its Board of 
Directors that GE not assert any appraisal rights under the MGCL in             

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connection with the transactions contemplated by the Reorganization Agreement   
and that GE vote its shares of Martin Marietta Series A Preferred Stock in favor
of the Combination Proposal. See "THE COMBINATION -- Appraisal Rights."         

SPECIAL CONSIDERATIONS                                                          

     Matters of special consideration to be noted by stockholders in determining
whether or not to vote in favor of the Combination Proposal include the         
following: the possibility that currently unanticipated difficulties may arise  
in integrating the operations of two major corporations; the risk that the      
synergies expected from combining the operations of Lockheed and Martin Marietta
may not be realized; the possible adverse impact upon the combined operations of
Lockheed Martin of the plea agreement of Lockheed relating to violations of the 
Foreign Corrupt Practices Act by a Lockheed division primarily engaged in the   
production of military aircraft, including the possibility of suspension or     
debarment from future government contracting, and the related U.S. Department of
State's policy to prospectively deny defense-related export privileges to that  
division, subject to the grant on a case-by-case basis of transaction related   
exceptions; the transition costs and expenses expected to be incurred in        
connection with consummating the Combination and integrating the operations of  
Lockheed and Martin Marietta, which costs and expenses (certain of which will   
not be allowable under the Federal Acquisition Regulations) are currently       
estimated to total approximately $850 million and will be charged against the   
earnings of Lockheed Martin, primarily in 1995; and the number and terms of     
authorized shares of Lockheed Martin Series Preferred Stock which may be        
authorized for issuance by the Board of Directors of Lockheed Martin without    
further stockholder approval. See "BUSINESS OF LOCKHEED MARTIN"; "RECENT        
DEVELOPMENTS -- Lockheed Plea Agreement"; Note 3 under "NOTES TO UNAUDITED PRO  
FORMA COMBINED CONDENSED FINANCIAL STATEMENTS"; "DESCRIPTION OF LOCKHEED MARTIN 
CAPITAL STOCK"; and "THE COMBINATION -- Recommendation of Lockheed Board;       
Lockheed's Reasons for the Combination"; and "-- Fairness Opinions."            

THE PLAN PROPOSALS                                                              

  The Lockheed Board and the Martin Marietta Board believe that the future
growth and success of Lockheed Martin after the Combination will be enhanced by 
the ability of Lockheed Martin and its subsidiaries to attract, motivate, retain
and reward talented and experienced individuals in a position to contribute to  
Lockheed Martin's success by providing an opportunity to obtain an increased    
proprietary interest in Lockheed Martin's performance. Therefore, the Lockheed  
Board and the Martin Marietta Board recommend that their respective stockholders
approve the adoption of the Lockheed Martin Omnibus Plan and the Lockheed Martin
Directors Plan. See "LOCKHEED MARTIN 1995 OMNIBUS PERFORMANCE AWARD PLAN" and   
"LOCKHEED MARTIN DIRECTORS DEFERRED STOCK PLAN."                                

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SUMMARY SELECTED HISTORICAL AND UNAUDITED PRO FORMA                             
COMBINED CONDENSED FINANCIAL INFORMATION                                        

The summary selected historical financial information of Lockheed and 
Martin Marietta for fiscal years 1993, 1992 and 1991 presented below, with the  
exception of the balance sheet data for 1991, has been derived from the audited 
consolidated financial statements of Lockheed and Martin Marietta incorporated  
by reference herein. The historical balance sheet data for 1991 and the summary 
financial information presented below for 1990 and 1989 have been derived from  
audited consolidated financial statements previously filed with the Commission  
but not incorporated by reference in this Joint Proxy Statement/Prospectus. The 
unaudited pro forma combined financial data give effect to the Combination by   
combining the financial statement data of Lockheed and Martin Marietta at and   
for each year in the three fiscal year period ended December, 1993 and at and   
for the fiscal nine months ended September, 1994 and 1993, on the pooling of    
interests method of accounting. For a description of pooling of interests       
accounting with respect to the Combination, see "THE COMBINATION -- Accounting  
Treatment." The unaudited pro forma combined financial data are not necessarily 
indicative of actual or future operating results or financial position that     
would have occurred or will occur upon consummation of the Combination.         
Historical financial data at and for the fiscal nine month periods ended        
September, 1994 and 1993 with respect to Lockheed and Martin Marietta have been 
derived from unaudited financial statements filed with the Commission, and in   
the opinion of Lockheed's and Martin Marietta's respective managements, include 
all adjustments necessary for a fair presentation of the results of operations  
and financial position at and for each of the interim periods presented. No     
material adjustments other than of a normal recurring nature were made, except  
for certain 1993 nonrecurring adjustments in Lockheed's Aeronautical Systems    
segment described in Item 2 of Lockheed's Quarterly Report on Form 10-Q for the 
quarter ended September 25, 1994. The information shown below should be read in 
conjunction with the historical consolidated financial statements of Lockheed   
and Martin Marietta, including the respective notes thereto, which are          
incorporated by reference in this Joint Proxy Statement/Prospectus and in       
conjunction with the unaudited pro forma combined condensed financial           
statements, including the notes thereto, appearing elsewhere in this Joint Proxy
Statement/Prospectus. Results for the fiscal nine months ended September, 1994  
are not necessarily indicative of results which may be expected for any other   
interim period or for the year as a whole. See "INCORPORATION OF CERTAIN        
DOCUMENTS BY REFERENCE", "UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL      
STATEMENTS" and "NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL      
STATEMENTS."                                                                    

Lockheed Historical 

                                                        [Enlarge/Download Table]

                                             AT OR FOR FISCAL                                                    
                                               NINE MONTHS                       AT OR FOR FISCAL                
                                             ENDED SEPTEMBER                   YEAR ENDED DECEMBER               
                                             ----------------    ------------------------------------------------
                                              1994     1993(1)   1993(1)    1992(2)     1991      1990      1989 
                                             ------    ------    -------    -------    ------    ------    ------
                                                         (Dollars in millions, except per share data)            
                                                                                                                 
INCOME STATEMENT DATA:                                                                                           
  Sales....................................  $9,286    $9,332    $13,071    $10,100    $9,809    $9,958    $9,891
  Program profits..........................     621       584        844        644       576       561        53
  Earnings from continuing operations                                                                            
    before cumulative effect of accounting                                                                       
    change.................................     308       287        422        348       308       335         6
  Net earnings (loss)......................     308       287        422       (283)      308       335         2
  Net earnings (loss) per common and common                                                                      
    equivalent shares:                                                                                           
    Earnings from continuing operations                                                                          
      before accounting change.............  $ 4.85    $ 4.57    $  6.70    $  5.65    $ 4.86    $ 5.30    $  .10
    Net earnings (loss)....................    4.85      4.57       6.70      (4.58)     4.86      5.30       .03
  Cash dividends per common share..........  $ 1.67    $ 1.59    $  2.12    $  2.09    $ 1.95    $ 1.80    $ 1.75
BALANCE SHEET DATA:                                                                                              
  Total assets.............................  $9,025    $8,888    $ 8,961    $ 7,024    $6,617    $6,860    $6,792
  Long-term debt (including current                                                                              
    maturities)............................   2,151     2,501      2,168      1,220     1,172     1,482     1,367
  Guarantee of ESOP obligations............     390       415        407        431       452       472       490
  Stockholders' equity.....................   2,689     2,304      2,443      2,042     2,503     2,309     2,062

---------------                                                                 
(1) Reflects the purchase of Lockheed Fort Worth Company effective February 28, 
1993.                                                                   

(2) Reflects the adoption of Statement of Financial Accounting Standards No.    
   106, Employers' Accounting for Postretirement Benefits Other than Pensions,
("SFAS 106").                                                           

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Martin Marietta Historical

                                                        [Enlarge/Download Table]

                                                        AT OR FOR FISCAL                                                  
                                                          NINE MONTHS                      AT OR FOR FISCAL               
                                                        ENDED SEPTEMBER                  YEAR ENDED DECEMBER              
                                                        ----------------    ----------------------------------------------
                                                        1994(1)   1993(1)(2) 1993(1)(2)  1992    1991      1990      1989 
                                                        ------    ------    ------    ------    ------    ------    ------
                                                                     (Dollars in millions, except per share data)         
                                                                                                                          
INCOME STATEMENT DATA:                                                                                                    
  Net sales............................................ $7,088    $6,248    $9,436    $5,954    $6,075    $6,126    $5,796
  Earnings from operations.............................    729       570       788       549       538       442       465
  Earnings before cumulative effect of accounting                                                                         
    changes............................................    496       331       450       345       313       328       307
  Net earnings (loss)..................................    496       (98)       21       345       313       328       307
  Net earnings (loss) per common share:                                                                                   
    Assuming no dilution:                                                                                                 
      Before cumulative effect of accounting changes... $ 4.70    $ 3.16    $ 4.25    $ 3.60    $ 3.15    $ 3.26    $ 2.91
      Cumulative effect of accounting changes..........     --     (4.51)    (4.51)       --        --        --        --
                                                        ------    ------    ------    ------    ------    ------    ------
      Net earnings (loss).............................. $ 4.70    $(1.35)   $ (.26)   $ 3.60    $ 3.15    $ 3.26    $ 2.91
                                                        ======    ======    ======    ======    ======    ======    ======
    Assuming full dilution:                                                                                               
      Before cumulative effect of accounting changes... $ 3.94    $ 2.86    $ 3.80    $ 3.60    $ 3.15    $ 3.26    $ 2.91
      Cumulative effect of accounting changes..........     --      *         *           --        --        --        --
                                                        ------    ------    ------    ------    ------    ------    ------
      Net earnings (loss).............................. $ 3.94      *         *       $ 3.60    $ 3.15    $ 3.26    $ 2.91
                                                        ======    ======    ======    ======    ======    ======    ======
  Cash dividends per common share...................... $  .69    $ .645    $  .87    $ .795    $  .75    $ .695    $ .615
BALANCE SHEET DATA:                                                                                                       
  Total assets......................................... $8,993    $7,501    $7,745    $3,599    $3,908    $3,611    $3,505
  Long-term debt (including current maturities)........  1,652     1,904     1,798       478       671       468       482
  Series A Preferred Stock.............................  1,000     1,000     1,000        --        --        --        --
  Common stockholders' equity..........................  2,270     1,794     1,876     1,945     1,804     1,541     1,355

---------------                                                                 
*   Anti-dilutive                                                               
(1) Reflects the GE Aerospace business combination effective April 2, 1993, and,
  in 1994, the purchase of General Dynamics Space Systems Division effective
May 1, 1994.                                                            
(2) Reflects the adoption of SFAS 106 and Statement of Financial Accounting     
    Standards No. 112, Employers' Accounting for Postemployment Benefits, ("SFAS
112").                                                                  

Lockheed Martin Unaudited Pro Forma Combined Condensed

                                                        [Enlarge/Download Table]

                                                                     AT OR FOR FISCAL                                  
                                                                       NINE MONTHS              AT OR FOR FISCAL       
                                                                     ENDED SEPTEMBER           YEAR ENDED DECEMBER     
                                                                    ------------------    -----------------------------
                                                                     1994       1993       1993      1992(1)     1991  
                                                                    -------    -------    -------    -------    -------
                                                                        (Dollars in millions, except per share data)   
                                                                                                                       
INCOME STATEMENT DATA:                                                                                                 
  Net sales........................................................ $16,307    $15,498    $22,376    $15,925    $15,789
  Earnings from operations.........................................   1,283      1,112      1,576      1,137      1,113
  Earnings before cumulative effect of accounting changes..........     807        612        865        678        632
  Net earnings (loss)..............................................     807        612        865       (382)       632
  Net earnings (loss) per common share:                                                                                
    Assuming no dilution:                                                                                              
      Before cumulative effect of accounting changes............... $  3.83    $  2.94    $  4.16    $  3.46    $  3.13
      Cumulative effect of accounting changes......................      --         --         --      (5.41)        --
                                                                    -------    -------    -------    -------    -------
      Net earnings (loss).......................................... $  3.83    $  2.94    $  4.16    $ (1.95)   $  3.13
                                                                    =======    =======    =======    =======    =======
    Assuming full dilution:                                                                                            
      Before cumulative effect of accounting changes............... $  3.51    $  2.79    $  3.91    $  3.46    $  3.13
      Cumulative effect of accounting changes......................      --         --         --      (5.41)        --
                                                                    -------    -------    -------    -------    -------
      Net earnings (loss).......................................... $  3.51    $  2.79    $  3.91    $ (1.95)   $  3.13
                                                                    =======    =======    =======    =======    =======
  Cash dividends per common share.................................. $   .86    $   .82    $  1.09    $  1.04    $   .98
BALANCE SHEET DATA:                                                                                                    
  Total assets..................................................... $17,779    $16,617    $16,781    $10,810    $10,545
  Long-term debt (including current maturities)....................   3,803      4,405      3,966      1,698      1,843
  Guarantee of ESOP obligations....................................     390        415        407        431        452
  Series A Preferred Stock.........................................   1,000      1,000      1,000         --         --
  Common stockholders' equity......................................   4,894      4,070      4,269      3,527      4,273

---------------                                                                 
(1) Reflects the conforming of the timing of adopting SFAS 106 and SFAS 112.    

   See Note 3 of the Notes to Unaudited Pro Forma Combined Condensed Financial
Statements for information relating to estimated transition costs and expenses  
expected to be incurred in connection with consummating the Combination and     
integrating the operations of Lockheed and Martin Marietta.                     

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COMPARATIVE PER SHARE INFORMATION                                               

    The following unaudited financial information reflects certain comparative
per share information relating to (i) unaudited book value per common share,    
cash dividends and net earnings (loss) for both Lockheed and Martin Marietta on 
a historical basis, (ii) unaudited book value per common share, cash dividends  
and net earnings (loss) available for common stock on a pro forma basis for     
Lockheed Martin assuming the Combination had been effected for the periods      
indicated, and (iii) unaudited book value per common share, cash dividends and  
net earnings (loss) on a pro forma equivalent basis per common share for each of
Lockheed and Martin Marietta assuming the Combination had been effected for the 
periods indicated and accounted for as a pooling of interests. For a description
of pooling of interests accounting with respect to the Combination, see "THE    
COMBINATION -- Accounting Treatment." The information shown below should be read
in conjunction with the historical consolidated financial statements of Lockheed
and Martin Marietta, including the respective notes thereto, which are          
incorporated by reference in this Joint Proxy Statement/Prospectus and in       
conjunction with the unaudited pro forma financial statements, including the    
notes thereto, appearing elsewhere in this Joint Proxy Statement/Prospectus. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE", "UNAUDITED PRO FORMA COMBINED
CONDENSED FINANCIAL STATEMENTS" and "NOTES TO UNAUDITED PRO FORMA COMBINED      
CONDENSED FINANCIAL STATEMENTS."                                                

                                                        [Enlarge/Download Table]

                                                           AT OR FOR FISCAL                                        
                                                           NINE MONTHS ENDED               AT OR FOR FISCAL        
                                                               SEPTEMBER                 YEAR ENDED DECEMBER       
                                                          -------------------      --------------------------------
                                                           1994         1993        1993         1992         1991 
                                                          ------       ------      ------       ------       ------
                                                                                                                   
HISTORICAL:                                                                                                        
  Lockheed (per share of common stock):                                                                            
    Book value........................................... $42.56       $36.98      $38.96       $33.42       $39.86
    Cash dividends.......................................   1.67         1.59        2.12         2.09         1.95
    Net earnings (loss)..................................   4.85         4.57        6.70        (4.58)(1)     4.86
  Martin Marietta (per share of common stock):                                                                     
    Book value...........................................  23.63        18.75       19.61        20.60        18.21
    Fully diluted book value.............................  25.93        22.21       22.87        20.60        18.21
    Cash dividends.......................................    .69         .645         .87         .795          .75
    Net earnings (loss) assuming:                                                                                  
      No dilution........................................   4.70        (1.35)(1)    (.26)(1)     3.60         3.15
      Full dilution......................................   3.94            *           *         3.60         3.15
UNAUDITED PRO FORMA:                                                                                               
  Per share of Lockheed Martin common stock:                                                                       
    Book value........................................... $24.59                   $21.57                          
    Fully diluted book value.............................  25.59                    22.97                          
    Cash dividends(2)....................................    .86       $  .82        1.09       $ 1.04       $  .98
    Net earnings (loss) assuming:                                                                                  
      No dilution........................................   3.83         2.94        4.16        (1.95)        3.13
      Full dilution......................................   3.51         2.79        3.91        (1.95)        3.13
  Combined per equivalent Lockheed share:                                                                          
    Book value...........................................  40.08                    35.16                          
    Fully diluted book value.............................  41.71                    37.44                          
    Cash dividends(2)....................................   1.40         1.34        1.78         1.70         1.60
    Net earnings (loss) assuming:                                                                                  
      No dilution........................................   6.24         4.79        6.78        (3.18)        5.10
      Full dilution......................................   5.72         4.58        6.37        (3.18)        5.10
  Combined per equivalent Martin Marietta share:                                                                   
    Book value...........................................  24.59                    21.57                          
    Fully diluted book value.............................  25.59                    22.97                          
    Cash dividends(2)....................................    .86          .82        1.09         1.04          .98
    Net earnings (loss) assuming:                                                                                  
      No dilution........................................   3.83         2.94        4.16        (1.95)        3.13
      Full dilution......................................   3.51         2.79        3.91        (1.95)        3.13

---------------                                                                 

*  Anti-dilutive                                                              

(1) Reflects net loss per share after the effects of accounting changes.        

(2) Actual cash dividends paid divided by the average number of shares that     
  would have been outstanding if the Combination had been effected for these
   periods using the stated exchange ratios provided for by the Reorganization
Agreement. An initial annual dividend rate of $1.40 per Lockheed Martin 
share is contemplated by the Reorganization Agreement. On an equivalent 
    share basis this would reflect $2.28 per equivalent Lockheed share and $1.40
per equivalent Martin Marietta share. (See "THE COMBINATION -- Certain  
Litigation" for a description of a proposed litigation settlement that  
 would, if consummated, result in an increase in the rate of such dividend
for three quarters following consummation of the Combination.)          

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COMPARATIVE PER SHARE MARKET PRICE INFORMATION                                  

   The Lockheed Common Stock and the Martin Marietta Common Stock are listed
on the New York Stock Exchange, Inc. ("NYSE") and certain other stock exchanges.
On August 29, 1994, the last full trading day prior to the public announcement  
of the proposed Combination, the closing price on the NYSE Composite Tape was   
$66 per share of Lockheed Common Stock and $48 1/4 per share of Martin Marietta 
Common Stock. On February 8, 1995, the most recent practicable date prior to the
printing of this Joint Proxy Statement/Prospectus, the closing price on the NYSE
Composite Tape was $74 1/8 per share of Lockheed Common Stock and $45 3/4 per   
share of Martin Marietta Common Stock. Holders of Lockheed Common Stock and     
Martin Marietta Common Stock are urged to obtain current market quotations prior
to making any decision with respect to the Combination. See "COMPARATIVE PER    
SHARE MARKET PRICE AND DIVIDEND INFORMATION."                                   

LISTING OF LOCKHEED MARTIN COMMON STOCK; QUARTERLY DIVIDEND                     

    Lockheed Martin expects to apply for listing of the Lockheed Martin Common
Stock on the NYSE and it is anticipated that such shares will trade on the NYSE 
upon official notice of issuance under the symbol LMT. See "THE                 
COMBINATION -- Stock Exchange Listing."                                         

Except as described in the next paragraph, it is expected that the    
quarterly dividend with respect to Lockheed Martin Common Stock will be at the  
annual rate of $1.40 per share, subject to approval and declaration by the      
Lockheed Martin Board. On an equivalent share basis this would represent $2.28  
per equivalent share of Lockheed Common Stock and $1.40 per equivalent share of 
Martin Marietta Common Stock. The annual rate of $1.40 per share of Lockheed    
Martin Common Stock is intended to maintain the current indicated annual        
dividend rate for the holders of Lockheed Common Stock and represents an        
increase of approximately 46% over the current indicated annual dividend rate   
for the holders of Martin Marietta Common Stock (the current indicated annual   
dividend rates being based on the most recent quarterly dividend payments of    
$0.57 per share for Lockheed and $0.24 per share for Martin Marietta). The      
payment of dividends by Lockheed Martin will, however, necessarily be dependent 
on business conditions, Lockheed Martin's financial position and earnings, and  
other factors.                                                                  

     In connection with a proposed settlement of certain stockholder litigation,
it is contemplated that Lockheed Martin will agree to pay a regular quarterly   
dividend of $0.40 (rather than $0.35) per share of Lockheed Martin Common Stock 
for each of the first three quarters after consummation of the Combination and  
court approval of the settlement, subject to certain conditions. See "THE       
COMBINATION -- Certain Litigation."                                             

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THE SPECIAL MEETINGS

   This Joint Proxy Statement/Prospectus is furnished in connection with the
solicitation of proxies (i) from the holders of Lockheed Common Stock by the    
Lockheed Board for use at the Lockheed Meeting and (ii) from the holders of     
Martin Marietta Common Stock and Martin Marietta Series A Preferred Stock by the
Martin Marietta Board for use at the Martin Marietta Meeting.                   

TIMES AND PLACES; PURPOSES                                                      

The Lockheed Meeting will be held at the Ritz-Carlton Chicago, 160 E. 
Pearson Street, Chicago, Illinois, on Wednesday, March 15, 1995, starting at    
9:00 a.m., local time. The Martin Marietta Meeting will be held starting at 9:00
a.m., local time, on Wednesday, March 15, 1995, at The Drake Hotel, 140 E.      
Walton Place, Chicago, Illinois. At each of the Special Meetings, the respective
stockholders of Lockheed and Martin Marietta will be asked to consider and vote 
upon (i) the Combination Proposal, as it applies to Lockheed or Martin Marietta,
as the case may be, (ii) the Omnibus Plan Proposal, (iii) the Directors Plan    
Proposal and (iv) such other matters as may properly come before such Special   
Meeting, except that the holder of Martin Marietta Series A Preferred Stock will
be entitled to vote only on the Combination Proposal. The consummation of the   
Combination is not conditioned on approval of either of the Plan Proposals at   
either the Lockheed Meeting or the Martin Marietta Meeting. Copies of the       
Reorganization Agreement, the Lockheed Martin Omnibus Plan and the Lockheed     
Martin Directors Plan are included as Appendix I, Appendix IV and Appendix V,   
respectively, to this Joint Proxy Statement/Prospectus.                         

VOTING RIGHTS; VOTES REQUIRED FOR APPROVAL                                      

     Lockheed. The Lockheed Board has fixed the close of business on February 7,
1995, as the Lockheed Record Date. Only holders of record of shares of Lockheed 
Common Stock on the Lockheed Record Date are entitled to notice of and to vote  
at the Lockheed Meeting. On the Lockheed Record Date, there were 63,277,805     
shares of Lockheed Common Stock outstanding and entitled to vote at the Lockheed
Meeting held by approximately 10,900 stockholders of record.                    

   Each holder of record, as of the Lockheed Record Date, of Lockheed Common
Stock is entitled to cast one vote per share. The presence, in person or by     
proxy, of the holders of a majority of the outstanding shares of Lockheed Common
Stock entitled to vote is necessary to constitute a quorum at the Lockheed      
Meeting.                                                                        

  Under Lockheed's Certificate of Incorporation, as amended, and the DGCL,
the affirmative vote, in person or by proxy, of the holders of a majority of the
shares of Lockheed Common Stock outstanding on the Lockheed Record Date is      
required to approve and adopt the Reorganization Agreement and the Pacific      
Merger Agreement. Approval of the adoption of each of the Plan Proposals        
requires the affirmative vote of the holders of a majority of the shares of     
Lockheed Common Stock present in person or by proxy and entitled to vote on that
Plan Proposal, provided that the total number of votes cast for and against that
Plan Proposal is greater than 50% of the shares of Lockheed Common Stock issued 
and outstanding on the Lockheed Record Date. The Combination Proposal and each  
of the Plan Proposals must also be approved by the stockholders of Martin       
Marietta as described below.                                                    

US Trust Company of California, N.A. ("US Trust"), as trustee of the  
Lockheed (ESOP Feature) Trust established under the Lockheed Salaried Employee  
Savings Plan Plus, and as trustee of the Lockheed (Hourly ESOP) Trust           
established under the Lockheed Hourly Employee Savings Plan Plus and the        
Lockheed Space Operations Company Hourly Investment Plan Plus (collectively, the
"Lockheed ESOP"), reported on a Schedule 13G that it held, as of December 31,   
1993, 16,057,125 shares of Lockheed Common Stock (approximately 25.6% of the    
Lockheed Common Stock outstanding at December 31, 1993). See "OWNERSHIP OF      
LOCKHEED, MARTIN MARIETTA AND LOCKHEED MARTIN -- Lockheed." Participants in the 
Lockheed ESOP will receive separate information from US Trust regarding the     
manner by which a participant may instruct US Trust regarding the voting on the 
Combination Proposal and each of the Plan Proposals.                            

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    Martin Marietta. The Martin Marietta Board has fixed the close of business
on February 7, 1995, as the Martin Marietta Record Date. Only holders of record 
of shares of Martin Marietta Common Stock and Martin Marietta Series A Preferred
Stock on the Martin Marietta Record Date are entitled to notice of and to vote  
at the Martin Marietta Meeting. On the Martin Marietta Record Date, there were  
96,064,318 shares of Martin Marietta Common Stock outstanding and entitled to   
vote at the Martin Marietta Meeting held by approximately 32,000 stockholders of
record and 20,000,000 shares of Martin Marietta Series A Preferred Stock (all   
held by GE) outstanding and entitled to vote on the Combination Proposal.       
Participants in the Martin Marietta Dividend Reinvestment Plan and certain of   
Martin Marietta's benefit plans are entitled to one vote for each full share of 
Martin Marietta Common Stock held under each plan. Shares of Martin Marietta    
Common Stock held in accounts under the Dividend Reinvestment Plan will be      
included in the proxy sent to the account owner.                                

Bankers Trust Company, as trustee of the Martin Marietta Corporation  
Performance Sharing Plan and the Martin Marietta Corporation Savings and        
Investment Plan for Hourly Employees, reported that it held, as of December 31, 
1994, 8,486,374 shares of Martin Marietta Common Stock (approximately 8.83% of  
the Martin Marietta Common Stock outstanding on December 31, 1994). Bankers     
Trust Company expressly disclaimed beneficial ownership of these shares. Each   
participant in these plans will receive an instruction card on which the        
participant may direct Bankers Trust Company as to the manner in which shares of
Martin Marietta Common Stock allocated to the participant's plan account are to 
be voted. In addition, as of December 31, 1994, Bankers Trust Company reported  
beneficial ownership of 1,810,544 shares of Martin Marietta Common Stock        
(approximately 1.88% of the Martin Marietta Common Stock outstanding on December
31, 1994) as trustee for various trust and employee benefit plans not associated
with Martin Marietta.                                                           

   Effective August 15, 1994, Martin Marietta Common Stock was offered as an
investment option to participants in the Sandia Corporation Savings and Security
Plan and the Sandia Corporation Savings and Income Plan. Participants in these  
plans may direct Fidelity Management Trust Company, as trustee for these plans, 
as to the manner in which shares of Martin Marietta Common Stock allocated to   
the plan participant's account are to be voted. Effective October 1, 1994,      
Martin Marietta Common Stock was also offered as an investment option to        
participants in the Martin Marietta Corporation Performance Sharing Plan for    
Puerto Rico Employees. Participants in that plan may direct Bankers Trust       
Company as to the manner in which shares of Martin Marietta Common Stock        
allocated to the plan participant's account are to be voted. Participants in the
Martin Marietta Energy Systems, Inc. 401(k) Savings Plan for Hourly Employees,  
the Martin Marietta Energy Systems, Inc. 401(k) Savings Plan for Salaried       
Employees and the Martin Marietta Energy Systems Inc. Savings Plan for Salaried 
and Hourly Employees may direct Chemical Bank, the trustee of these plans, as to
the manner in which shares of Martin Marietta Common Stock allocated to the plan
participant's account are to be voted.                                          

If a participant under any of the above plans does not return a voting
instruction card in a timely manner or returns a card without indicating any    
voting instructions, subject to the requirements of applicable law, the shares  
will be voted in the same proportion as shares for which voting instructions are
received for that plan.                                                         

 The Martin Marietta Common Stock and Martin Marietta Series A Preferred
Stock will vote together as a single class on the proposal to approve the       
Reorganization Agreement and the Atlantic Merger Agreement. Each holder of      
record, as of the Martin Marietta Record Date, of Martin Marietta Common Stock  
is entitled to cast one vote per share in person or by proxy, on each proposal  
properly presented at the Martin Marietta Meeting. GE, as the holder of all of  
the Martin Marietta Series A Preferred Stock, is entitled to cast, in person or 
by proxy, 28,941,466 votes, representing the number of shares of Martin Marietta
Common Stock into which the Martin Marietta Series A Preferred Stock is         
convertible. As a holder of Martin Marietta Series A Preferred Stock, GE is not 
entitled to vote on either of the Plan Proposals. The presence, in person or by 
proxy, of the holders of a majority of the combined voting power of the         
outstanding shares of Martin Marietta Common Stock and Martin Marietta Series A 
Preferred Stock is necessary to constitute a quorum with respect to the         
Combination Proposal at the Martin Marietta Meeting. The presence, in person or 
by proxy, of the holders of a majority of the outstanding shares of Martin      
Marietta Common Stock is necessary to constitute a quorum with respect to each  
of the Plan Proposals at the Martin Marietta Meeting.                           

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Under Martin Marietta's Charter and the MGCL, the affirmative vote, in
person or by proxy, of the holders of record of a majority of the combined      
voting power of the shares of Martin Marietta Common Stock and Martin Marietta  
Series A Preferred Stock outstanding on the Martin Marietta Record Date, voting 
together as a single class, is required to approve the Reorganization Agreement 
and the Atlantic Merger Agreement. The management of GE has agreed to support   
the Combination and to recommend to its Board of Directors that GE's shares of  
Martin Marietta Series A Preferred Stock be voted in favor thereof. Assuming GE 
votes in favor of the Combination Proposal, the Combination Proposal will be    
approved if the holders of approximately 35% of the outstanding shares of Martin
Marietta Common Stock vote in favor thereof. If GE were not to vote in favor of 
the Combination Proposal, the Combination Proposal would be approved only if    
approximately 65% of the outstanding shares of Martin Marietta Common Stock     
voted in favor thereof. See "OWNERSHIP OF LOCKHEED, MARTIN MARIETTA AND LOCKHEED
MARTIN -- Martin Marietta." Approval of the adoption of each of the Plan        
Proposals requires the affirmative vote of the holders of a majority of the     
shares of Martin Marietta Common Stock issued and outstanding on the Martin     
Marietta Record Date. In addition, the Combination Proposal and each of the Plan
Proposals must also be approved by the holders of shares of Lockheed Common     
Stock as described above.                                                       

PROXIES                                                                         

All shares of Lockheed Common Stock, Martin Marietta Common Stock and 
Martin Marietta Series A Preferred Stock represented by properly executed       
proxies received prior to or at the Lockheed Meeting, or the Martin Marietta    
Meeting, as the case may be, and not revoked, will be voted in accordance with  
the instructions indicated in such proxies. If no instructions are indicated on 
a properly executed returned proxy, such proxies will be voted FOR the          
Combination Proposal and FOR each of the Plan Proposals. A properly executed    
proxy marked "ABSTAIN," although counted for purposes of determining whether    
there is a quorum and for purposes of determining the aggregate voting power and
number of shares represented and entitled to vote at the applicable Special     
Meeting, will not be voted. Accordingly, since the affirmative vote of a        
majority of the aggregate voting power (in the case of Lockheed as it relates to
the Combination Proposal and in the case of Martin Marietta as it relates to the
Combination Proposal and each of the Plan Proposals), or a majority of the      
aggregate voting power present in person or by proxy at the Special Meeting (in 
the case of Lockheed as it relates to each of the Plan Proposals) is required   
for approval of a particular proposal, a proxy marked "ABSTAIN" will have the   
effect of a vote against the proposal. Shares represented by "broker non-votes" 
(i.e., shares held by brokers or nominees which are represented at a meeting but
with respect to which the broker or nominee is not empowered to vote on a       
particular proposal) will be counted for purposes of determining whether there  
is a quorum at the applicable Special Meeting but, in the case of Lockheed as it
relates to each of the Plan Proposals, will not be counted as present in person 
or by proxy. In accordance with NYSE rules, brokers and nominees are precluded  
from exercising their voting discretion on the Combination Proposal and the Plan
Proposals and thus, absent specific instructions from the beneficial owner of   
such shares, are not empowered to vote such shares on the Combination Proposal  
or the Plan Proposals. Therefore, since the affirmative vote of a majority of   
the aggregate voting power is required for approval of the Combination Proposal,
and in the case of Martin Marietta each of the Plan Proposals, a "broker        
non-vote" with respect to the Combination Proposal, and in the case of Martin   
Marietta each of the Plan Proposals, will have the effect of a vote against the 
Combination Proposal and in the case of Martin Marietta each of the Plan        
Proposals.                                                                      

At the time this Joint Proxy Statement/Prospectus was filed with the  
Commission, neither the Lockheed Board nor the Martin Marietta Board was aware  
that any matter not referred to herein would be presented for action at their   
respective Special Meetings. It is intended that discretionary authority        
conferred in the proxies will be exercised with respect to the vote on any      
matters incident to the conduct of the respective Special Meetings.             

   A stockholder may revoke his or her proxy at any time prior to its use by
delivering to the Secretary of Lockheed or Martin Marietta, as the case may be, 
a signed notice of revocation or a later dated signed proxy or by attending the 
applicable Special Meeting and voting in person. Attendance at the Lockheed     
Meeting or the Martin Marietta Meeting will not in itself constitute the        
revocation of a proxy.                                                          

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It is the general practice of Lockheed and Martin Marietta to keep    
confidential proxy cards, ballots and voting tabulations that identify          
individual stockholders, except where disclosure is mandated by law, such       
disclosure of a stockholder's vote is expressly requested by that stockholder or
during a contested election. It is also the general practice that the tabulators
and inspectors of election be independent and not employees of Lockheed or      
Martin Marietta.                                                                

   The cost of solicitation of proxies will be paid by Lockheed for Lockheed
proxies and by Martin Marietta for Martin Marietta proxies. In addition to      
solicitation by mail, arrangements will be made with brokerage houses and other 
custodians, nominees and fiduciaries to send proxy material to beneficial       
owners; and Lockheed, or Martin Marietta, as the case may be, will, upon        
request, reimburse them for their reasonable expenses in so doing. Lockheed has 
retained Georgeson & Company Inc. to aid in the solicitation of proxies and to  
verify certain records related to the solicitation at a fee of $15,000 plus     
expenses. Martin Marietta has retained Morrow & Co., Inc. to aid in the         
solicitation of proxies and to verify certain records related to the            
solicitation at a fee of $25,000 plus expenses. To the extent necessary in order
to ensure sufficient representation at its Special Meeting, Lockheed or Martin  
Marietta may request by telephone or telegram the return of proxies. The extent 
to which this will be necessary depends entirely upon how promptly proxies are  
returned. Stockholders are urged to send in their proxies without delay.        

 STOCKHOLDERS SHOULD NOT SEND IN ANY STOCK CERTIFICATES WITH THEIR PROXY
CARDS. A TRANSMITTAL FORM WITH INSTRUCTIONS FOR THE SURRENDER OF STOCK          
CERTIFICATES FOR LOCKHEED COMMON STOCK, MARTIN MARIETTA COMMON STOCK AND MARTIN 
MARIETTA SERIES A PREFERRED STOCK WILL BE MAILED BY LOCKHEED AND MARTIN MARIETTA
TO THEIR RESPECTIVE STOCKHOLDERS AS SOON AS PRACTICABLE AFTER THE CONSUMMATION  
OF THE COMBINATION.                                                             

THE COMBINATION 

BACKGROUND                                                                      

    Since 1985, the Federal defense budget for research, development, test and
evaluation and procurement has been reduced by almost two-thirds in constant,   
inflation adjusted dollars. This reduction has caused continued pressures on    
participants in the aerospace/defense industry to consolidate in order to       
maintain critical mass and production economies. Both Lockheed and Martin       
Marietta have been active participants in the consolidation of the industry. The
major acquisitions during this period involving Lockheed and Martin Marietta    
included the following: in 1986, Lockheed purchased Sanders Associates, Inc., a 
defense and commercial electronics company, for approximately $1.2 billion; in  
1993, Lockheed purchased the Fort Worth Division of General Dynamics for        
approximately $1.5 billion; in 1988, Martin Marietta purchased Gould Inc.'s     
Ocean Systems Division for approximately $117 million; in 1993, Martin Marietta 
effected a combination with the GE Aerospace businesses in a transaction valued 
at approximately $3.05 billion; and, in 1994, Martin Marietta acquired the      
General Dynamics Space Systems Division for approximately $161 million.         

    In light of the anticipated continuation of decreases in military spending
and the accelerating consolidation in the aerospace/defense industry, Lockheed's
management and the Lockheed Board have periodically reviewed Lockheed's         
strategic planning, including but not limited to the possibility of making      
acquisitions, potential internal investment and entering into joint ventures and
business combinations with companies engaged in a similar or related business.  
Lockheed retained Morgan Stanley to advise it regarding possible strategic      
alternatives. Lockheed's strategic priorities as stated by management and the   
Lockheed Board are to maximize long-term stockholder value as a continuing      
entity by strengthening Lockheed's position in a consolidating industry and     
expanding into related businesses, while keeping Lockheed financially sound     
without excessive leverage.                                                     

In response to the significant reduction in the Federal defense budget
referred to above and in anticipation of continued consolidation in the         
aerospace/defense industry, in 1990 Martin Marietta adopted what it refers to as
its "Peace Dividend Strategy." This strategy called for (i) exploiting expansion
opportunities resulting from the consolidation in the aerospace/defense         
industry, thereby maintaining the                                               

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technological and programmatic business base for long-term industry leadership; 
(ii) aggressively expanding Martin Marietta's civil, commercial and             
international businesses in closely related markets such as energy, information,
materials and services; and (iii) pursuing other steps to enhance stockholder   
value, such as a share repurchase program. Management of Martin Marietta has    
periodically reviewed the bases for the strategy with the Martin Marietta Board 
and has actively pursued executing this strategy. The Martin Marietta Board     
believes that a new phase of the consolidation process is now underway, in which
successful companies will seek to improve operating efficiencies, position      
themselves competitively across a number of key industry segments, facilitate   
efficient investment in research and development and expand in complementary    
commercial, civil and international markets, thereby balancing their risk       
profiles and potentially emerging as strategic participants in the restructured 
aerospace/defense industry.                                                     

On March 19, 1994, Daniel M. Tellep, Chairman of the Board and Chief  
Executive Officer of Lockheed, telephoned Norman R. Augustine, Chairman of the  
Board and Chief Executive Officer of Martin Marietta, regarding the possibility 
of a business combination between Lockheed and Martin Marietta. Messrs. Tellep  
and Augustine agreed that representatives of the two companies should meet to   
explore various possibilities.                                                  

On March 22, 1994, members of senior management of Lockheed and Martin
Marietta, including Messrs. Tellep and Augustine, held initial discussions      
regarding a possible transaction between the two companies. Messrs. Tellep and  
Augustine both stressed that neither Lockheed nor Martin Marietta was for sale. 
The structure discussed was based upon the concept of a "merger of equals"      
(i.e., a strategic combination of two similarly-sized companies in which neither
company is acquiring the other and each has an approximately equal voice in the 
management of the combined entity) and each executive presented his position as 
to the parameters of such a business combination. Further discussions regarding 
the business rationale underlying a business combination, possible synergies to 
be realized and structural details of a potential combination of the two        
companies occurred at a meeting of senior executives held on March 25, 1994.    

  On March 29, 1994, legal representatives of each company met to discuss,
among other things, the possible structure of a business combination and related
legal issues. The parties also negotiated and executed a Confidentiality and    
Standstill Agreement, dated March 29, 1994 (the "Confidentiality and Standstill 
Agreement"), relating, among other things, to the information to be provided by 
each company to the other and limiting the ability of each party for three years
to acquire any voting securities or assets of, or solicit proxies or make a     
public announcement of a proposal for any extraordinary transaction with respect
to, the other party. Both parties believed the Confidentiality and Standstill   
Agreement was necessary and appropriate since neither company was for sale.     

  On March 30, 1994, meetings occurred between members of senior financial
management of Lockheed and Martin Marietta, as well as the investment bankers   
for each company, to discuss, among other things, the financial aspects of a    
possible business combination, including valuation concepts. Further discussion 
occurred concerning the business rationale and synergies that might be obtained 
from the transaction.                                                           

During a regularly scheduled meeting of the Lockheed Board on April 4,
1994, Mr. Tellep informed the Lockheed Board of the discussions with senior     
management of Martin Marietta. Presentations regarding a possible business      
combination were made by senior management, and outside legal counsel for       
Lockheed gave a presentation on the duties of directors in considering a        
business combination. Representatives of Morgan Stanley were also present. At   
that meeting, the Lockheed Board decided to discontinue further discussions with
Martin Marietta pending further study by Lockheed's senior management of the    
issues raised by a possible business combination.                               

    During a regularly scheduled meeting of the Martin Marietta Board on April
28, 1994, an initial presentation regarding a possible business combination with
Lockheed was made to the Martin Marietta Board by senior management.            
Representatives of Bear Stearns were also present and participated. The         
presentation to and discussion by the Martin Marietta Board was wide ranging and
included, among other things, a review of (a) management's current view of the  
financial condition and prospects of Martin Marietta over the period encompassed
by the corporation's planning process; (b) the strategic alternatives available 
to Martin Marietta and their possible implications in light of management's     
objective of continuing stockholder                                             

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value growth; and (c) the current state of the industry consolidation and       
potential consolidation opportunities and trends in the foreseeable future. A   
review of Lockheed's organization, businesses, management and financials was    
provided to the Martin Marietta Board, together with a discussion of the        
potential strategic benefits of a business combination. A summary of the        
financial implications was also provided. In addition, Bear Stearns presented an
independent view of possible market reactions and competitive responses to the  
potential combination.                                                          

    During a regularly scheduled meeting of the Lockheed Board on May 9, 1994,
Mr. Tellep gave the Lockheed Board management's assessment of the strategic     
options then available to Lockheed. Mr. Tellep reviewed Lockheed's strategic    
situation, including the continued cuts in defense spending and the challenging 
environment for foreign military and non-defense sales. Possible acquisition    
candidates which had been identified by management were regarded as either too  
expensive or unattractive for other reasons. He stated that a "merger of equals"
with a company in the same or similar business continued to be a viable         
alternative. Mr. Tellep also described to the Lockheed Board possible joint     
ventures and the possibility of a share repurchase program. Mr. Tellep undertook
to present strategic recommendations to the Lockheed Board at its regularly     
scheduled meeting in June 1994.                                                 

     On June 14, 1994, the Chief Executive Officers and Chief Financial Officers
of Lockheed and Martin Marietta met to discuss, among other things, the basic   
organizational structure of a combined company, valuation principles and the    
structure of its board of directors. Representatives of Lockheed noted that, due
to the changing environment in the aerospace/defense industry, management of    
Lockheed believed that a significant management presence in the Washington, D.C.
area was desirable and, accordingly, management of Lockheed had considered      
moving Lockheed's executive offices to the East Coast. The parties agreed that  
the location of the headquarters of the combined entity should be in the        
Washington, D.C. area.                                                          

  During the regularly scheduled meeting of the Lockheed Board on June 20,
1994, Mr. Tellep gave an update on the strategic options available to Lockheed. 
He noted the continued cuts in U.S. defense spending and the challenges to      
various defense programs, including some of the programs in which Lockheed was  
involved. After discussion, the Lockheed Board determined to defer any major    
decisions until the strategic situation was further defined. The Lockheed Board 
indicated a strong desire for additional details and encouraged continued       
discussions with Martin Marietta.                                               

     On June 24, 1994, during a regularly scheduled meeting, the Martin Marietta
Board was provided a status report concerning the activities that had transpired
since their April 28 meeting.                                                   

   On June 30, 1994, Messrs. Tellep and Augustine met to review the progress
of the discussions regarding a possible business combination and to discuss     
issues requiring resolution in future meetings and organizational issues,       
including their respective roles in a combined company.                         

     On July 13, 1994, the Chief Executive Officers and Chief Financial Officers
of Lockheed and Martin Marietta met to discuss several matters, including but   
not limited to a proposed management philosophy for a combined company,         
potential consolidation efficiencies, staffing, plans for contacting major      
customers in the Department of Defense and NASA and the basis on which due      
diligence reviews of the respective companies would occur. In addition, the     
parties discussed the potential location of the executive offices of a combined 
company and concluded for efficiency and economic reasons that the current      
Martin Marietta headquarters facility would be used.                            

On July 20, 21 and 29, 1994, members of senior management of each of  
Lockheed and Martin Marietta as well as their respective legal and financial    
advisors met to continue discussions regarding the structure, financial matters 
and corporate governance matters relating to a possible business combination. In
connection with these meetings, Mr. Augustine telephoned the members of the     
Martin Marietta Board and provided them with an overview of the status of       
discussions with Lockheed and the various issues under consideration.           

     At a special meeting of the Martin Marietta Board on July 27, 1994, the key
management and organizational concepts of the combination were discussed,       
together with management's views of the necessary near term actions required to 
resolve current open issues.                                                    

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   During a regularly scheduled meeting of the Martin Marietta Board on July
28, 1994, the progress of the discussions with Lockheed was discussed in detail.
In this regard, Mr. Augustine made a presentation concerning management's review
of potential business combinations and other strategic opportunities available  
to Martin Marietta that would increase the probability that Martin Marietta     
would retain the ability to efficiently produce advanced technology products and
services in view of the continuing decline of the Federal defense budget for    
research, development, test and evaluation, and procurement; the anticipated    
continuation of decreases in military spending; and the accelerating            
consolidation in the defense and aerospace industries. Thereafter, Mr. Bennett, 
Martin Marietta's Chief Financial Officer, made a presentation to the Martin    
Marietta Board in which he discussed, among other things, the financial risks   
and rewards associated with the various strategic possibilities described by Mr.
Augustine. Additionally, Martin Marietta's General Counsel, Mr. Menaker,        
reviewed the legal parameters associated with the presentations by Messrs.      
Augustine and Bennett. Thereafter, management generally reminded the Martin     
Marietta Board of Martin Marietta's strategic direction, presented management's 
views as to the likelihood of continued industry consolidations, and discussed  
the strategic benefits and disadvantages of a possible "merger of equals" with  
Lockheed. A variety of pro forma financial analyses were shared with the Martin 
Marietta Board, including a discussion of exchange ratios and dividend policies 
and their effects on stockholder value. The Martin Marietta Board concluded that
management should proceed with due diligence and negotiation of the terms of a  
possible transaction.                                                           

   At a regularly scheduled meeting of the Lockheed Board on August 1, 1994,
Mr. Tellep gave a presentation on the strategic options available to Lockheed.  
Mr. Tellep reminded the Lockheed Board of the continuing decline in the U.S.    
defense budget, accelerating defense and aerospace industry consolidation, as   
well as the potential growth for non-defense businesses. He summarized the      
financial forecast for Lockheed and each of its divisions. Mr. Tellep discussed 
with the Lockheed Board various strategic alternatives, including but not       
limited to making no strategic moves but focusing on internal investment and    
actions to improve competitiveness, acquiring another company in a similar or   
related business, entering into a joint venture with respect to part of its     
business or merging with another company to strengthen Lockheed's lines of      
business and add new markets and opportunities. Mr. Tellep summarized for the   
Lockheed Board management's evaluation of each of these alternatives. The       
Lockheed Board, after discussion of these various alternatives, preliminarily   
concluded that (i) focusing on internal investment, although possibly a viable  
alternative, involved significant risks and limited opportunities, (ii)         
potential acquisitions were either too expensive or not otherwise appropriate,  
(iii) potential joint ventures considered were not viable or appropriate for    
various reasons, and (iv) a "merger of equals" offered the best possibility to  
benefit Lockheed and its stockholders. Senior management of Lockheed and outside
legal counsel then gave a presentation to the Lockheed Board regarding a        
possible business combination with Martin Marietta, including a summary of the  
major programs and products of Martin Marietta, potential synergies between the 
two companies, consolidation opportunities, the financial situation and         
management of Martin Marietta, the status of the discussions with Martin        
Marietta, the countervailing considerations associated with a business          
combination with Martin Marietta and the duties of the directors in considering 
a business combination. It was noted that a business combination with Martin    
Marietta would result in a leading aerospace company providing critical mass and
economies of scale. The business combination would enhance the combined         
company's position in commercial markets, provide potential for consolidation   
savings and create a broader platform upon which to grow the combined business, 
thus reducing dependence on any single program and the associated risks of      
program cancellation. A business combination of equals with Martin Marietta     
would also result in a capital structure with essentially no additional leverage
(as compared to a cash acquisition which could require significant additional   
leverage) and increased cash flow potential which in turn would offer the       
combined business the flexibility to pursue future opportunities. After         
discussion, the Lockheed Board authorized management to proceed with due        
diligence of Martin Marietta and to continue discussions regarding a possible   
business combination.                                                           

During August 1994, representatives of Lockheed and Martin Marietta   
continued to conduct business, financial, accounting and legal due diligence, to
discuss legal issues and to negotiate the terms of the Reorganization Agreement.
The discussions included the possible ramifications of the June 1994 indictment 
of Lockheed by a federal grand jury sitting in Atlanta, Georgia and the         
possibility of suspension or debarment                                          

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of Lockheed from future government contracting. The indictment alleged          
violations of the Foreign Corrupt Practices Act and other criminal statutes by  
Lockheed and two of its employees. Also discussed was the notice received by    
Lockheed from the U.S. Department of State which provides that, as a result of  
the indictment, it will be the Department's policy prospectively to deny        
defense-related export privileges to an unincorporated division of Lockheed,    
primarily engaged in the manufacture of military aircraft for sale to the United
States Department of Defense and to foreign governments, subject to the grant on
a case-by-case basis of transaction related exceptions.                         

   In addition, during August 1994, Mr. Tellep and/or Mr. Augustine met with
various representatives of the Department of Defense and other major            
governmental customers to advise them of the possibility of a business          
combination between Lockheed and Martin Marietta.                               

   At a special meeting of the Lockheed Board on August 20, 1994, Mr. Tellep
reviewed with the Lockheed Board the events since the August 1, 1994 Lockheed   
Board meeting. He described for the Lockheed Board the elements of a business   
combination that had been preliminarily agreed to and the remaining open issues.
Members of senior management then gave an extensive presentation concerning     
financial projections for the combined business, the proposed exchange ratios of
Lockheed and Martin Marietta stock for stock of the combined business and the   
results of the business, financial, accounting and legal due diligence of Martin
Marietta. Representatives of Morgan Stanley then gave a presentation concerning,
among other things, Lockheed's strategic alternatives, the benefits of a "merger
of equals," the benefits of a business combination with Martin Marietta, certain
financial information regarding Lockheed, Martin Marietta and the combined      
business, market information regarding both companies, the proposed range of    
exchange ratios and the impact on Lockheed's stockholders. Outside legal counsel
also discussed with the Lockheed Board certain legal issues relating to a       
possible business combination with Martin Marietta. At the conclusion of that   
meeting, the Lockheed Board authorized management to continue to conduct due    
diligence and negotiate with Martin Marietta.                                   

   At a special meeting of the Martin Marietta Board on August 27, 1994, Mr.
Augustine reviewed for the Martin Marietta directors the background of the      
proposed transaction, including the chronology of events and developments since 
March when he and Mr. Tellep had the initial discussions referred to above. Mr. 
Augustine reviewed the deliberations with respect to this matter at the         
intervening meetings of the Martin Marietta Board. Mr. Augustine also provided  
his overview of industry conditions (including the contraction of the defense   
budget) and the outlook for the industry generally and for Martin Marietta in   
particular. Martin Marietta's "Peace Dividend Strategy" was also discussed as   
were the perceived benefits of a "merger of equals" with Lockheed in light of   
that strategy. (See "-- Recommendation of Martin Marietta Board; Martin         
Marietta's Reasons for the Combination.") Mr. Augustine reviewed the need for   
regulatory and stockholder approvals and discussed various other aspects of the 
proposed transaction. Senior management reported on the results of Martin       
Marietta's "due diligence" review of Lockheed's business, financial condition   
and other matters. Senior management also described the pooling of interests    
method of accounting expected to be used in connection with the Combination, as 
well as the expected tax treatment of the Combination. Senior management also   
reviewed the negotiations and analysis leading to the proposed exchange ratio   
and the proposed dividend of $1.40 per share (which would be an increase over   
the current annualized dividend to holders of Martin Marietta Common Stock).    
Representatives of Bear Stearns reviewed various aspects of the proposed        
transaction with the Martin Marietta directors, analyzing factors such as stock 
market trends, historical price to earnings ratios and relative contributions,  
certain financial information regarding Martin Marietta and the proposed        
combined entity and the impact of the transaction on Martin Marietta            
stockholders. Bear Stearns delivered to the Martin Marietta Board its written   
opinion to the effect that the Combination was fair, from a financial point of  
view, to the stockholders of Martin Marietta. Outside legal counsel reviewed    
various legal aspects of the proposed Combination, including the duties of the  
directors with respect thereto. Mr. Menaker, Martin Marietta's General Counsel, 
reviewed in detail with the Martin Marietta Board the various legal             
considerations concerning the advisability of adopting a stockholders rights    
plan. Thereafter, the Martin Marietta Board reviewed the terms of, and then     
approved, a stockholder rights plan. At the conclusion of the meeting the Martin
Marietta Board unanimously approved the Reorganization Agreement and the        
transactions contemplated thereby.                                              

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   At a special meeting of the Lockheed Board on August 29, 1994, Mr. Tellep
and other senior management reviewed with the Lockheed Board the strategic      
option reviews which had occurred since 1993, the chronology of the discussions 
with Martin Marietta and the reasons for and benefits of a business combination 
with Martin Marietta. An update on the due diligence efforts was given to the   
Lockheed Board including, but not limited to, a review of the adequacy of       
reserves taken for Martin Marietta fixed priced contracts at the time of Martin 
Marietta's transaction with GE (see "THE STANDSTILL AGREEMENT"), factors        
regarding the marketing, pricing, and risks associated with commercial launch   
vehicles, risks associated with a thrust reverser contract and certain          
commercial contracts, and the growing uncertainty in the defense electronics    
business. Senior management also reviewed with the Lockheed Board certain issues
relating to Lockheed, which were discussed with Martin Marietta, including but  
not limited to the uncertainties relating to production of the C-130, F-22,     
Trident and MILSTAR, the growing likelihood of declining facility utilization,  
the financial outlook for certain subsidiaries and divisions and the status of  
environmental and discontinued operations costs relating to Lockheed's Burbank  
facility. Outside legal counsel reviewed with the Lockheed Board the status of  
the negotiations with Martin Marietta and the provisions of the proposed        
Reorganization Agreement, including but not limited to the negotiations with    
respect to the termination provisions provided in the proposed Reorganization   
Agreement. Morgan Stanley reviewed the financial analysis and valuation it      
conducted with respect to the proposed business combination. On the basis of    
these and other analyses, Morgan Stanley delivered their oral opinion, confirmed
later by a written opinion, that as of August 29, 1994, the exchange ratio of   
Lockheed Martin Common Stock for Lockheed Common Stock as set forth in the      
Reorganization Agreement was fair from a financial point of view to the holders 
of Lockheed Common Stock. See "-- Fairness Opinions." After extended discussion,
the Lockheed Board unanimously approved the Reorganization Agreement and the    
transactions contemplated thereby. The Lockheed Board also amended the Lockheed 
Rights Agreement, dated December 8, 1986, between Lockheed and First Interstate 
Bank, Ltd., as rights agent, as amended to date (the "Lockheed Rights           
Agreement"), to provide that the Combination will not be an event that triggers 
the exercisability of rights under the Lockheed Rights Agreement.               

At the conclusion of the Lockheed Board meeting, representatives of   
Lockheed and Martin Marietta met to finalize and execute the Reorganization     
Agreement.                                                                      

    On February 7, 1995, Lockheed, Martin Marietta and Lockheed Martin amended
the Reorganization Agreement to (i) extend from February 15 to March 31, 1995,  
the date after which either Lockheed or Martin Marietta may terminate the       
Reorganization Agreement if the Combination has not yet been consummated and    
(ii) make the changes described below under the heading "-- Certain Litigation".

RECOMMENDATION OF LOCKHEED BOARD; LOCKHEED'S REASONS FOR THE COMBINATION        

    THE LOCKHEED BOARD, BY UNANIMOUS VOTE, HAS DETERMINED THAT THE COMBINATION
IS IN THE BEST INTERESTS OF THE HOLDERS OF LOCKHEED COMMON STOCK AND RECOMMENDS 
THAT HOLDERS OF LOCKHEED COMMON STOCK VOTE FOR THE COMBINATION PROPOSAL.        

The Lockheed Board believes the Combination offers Lockheed and its   
stockholders a unique opportunity to create a leading aerospace company which   
can provide the critical mass and economies of scale necessary to compete       
effectively in the current global business environment. The Lockheed Board      
believes that the Combination offers, among other things, opportunities for     
improved efficiencies, to preserve critical elements of the national defense    
industrial base of Lockheed and Martin Marietta, to expand access to commercial,
civil and international markets for the combined business and to broaden the    
platform on which to grow. The combined business will have a capital structure  
with limited leverage and increased cash flow potential which should offer the  
combined business the flexibility to pursue future opportunities.               

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    The decision of the Lockheed Board to approve the Reorganization Agreement
and to recommend approval of the Combination by the holders of Lockheed Common  
Stock was based upon a number of factors, including without limitation, the     
following:                                                                      

         (i) the Lockheed Board's understanding of the present and anticipated
environment in the aerospace/defense industry, the strategic options  
  available to Lockheed and the potential for further consolidation within
    the industry which could adversely affect Lockheed's competitive position;

   (ii) the Lockheed Board's consideration of, among other things,
information concerning the financial condition, results of operations,
prospects and businesses of Lockheed and Martin Marietta, including   
internal financial forecasts of future operating results including    
   anticipated revenues and net income for Lockheed through 1998 prepared by
   the management of Lockheed which showed some substantial increases during
   certain years over that time period (however keeping in mind the inherent
uncertainties of such forecasts, especially in the later years);      

    (iii) the Lockheed Board's consideration of, among other things,
current industry, economic and market conditions;                     

   (iv) the Lockheed Board's consideration of, among other things,
  information concerning financial and business prospects for the combined
business, including possible synergies and consolidations;            

      (v) the Lockheed Board's understanding that the Combination should
     reduce dependence on any single program and the associated risks of program
cancellation;                                                         

    (vi) the Lockheed Board's consideration of financial information
     indicating that the proposed exchange ratio of Lockheed Martin Common Stock
for Lockheed Common Stock would not result in a near term dilution of 
earnings per share (before any restructuring charges) on an equivalent
share basis to the stockholders of Lockheed and that the financial    
  projections for the combined business would appear to support a dividend
    rate not less than the present equivalent dividend rate on Lockheed Common
Stock;                                                                

          (vii) the Lockheed Board's understanding that the Combination could be
     accomplished without additional leverage; its understanding, based upon the
     opinion of its outside legal counsel, that the Combination is structured as
     a "merger of equals" and could be accomplished on a tax-free basis; and its
understanding, after consultation with its outside auditors, that the 
   Combination would be accounted for as a pooling of interests transaction;

 (viii) the Lockheed Board's review of presentations from, and
 discussions with, senior executives of Lockheed, representatives of its
   outside legal counsel and representatives of Morgan Stanley regarding the
 business, financial, accounting and legal due diligence with respect to
Martin Marietta and the terms and conditions of the Reorganization    
Agreement; and                                                        

       (ix) the Lockheed Board's receipt of an opinion from Morgan Stanley
     that the exchange ratio of Lockheed Martin Common Stock for Lockheed Common
Stock, as of August 29, 1994 and as of the date of this Joint Proxy   
     Statement/Prospectus, is fair from a financial point of view to the holders
of Lockheed Common Stock.                                             

     The Lockheed Board did not assign relative weights to the factors discussed
above.                                                                          

RECOMMENDATION OF MARTIN MARIETTA BOARD; MARTIN MARIETTA'S REASONS FOR THE      
COMBINATION                                                                     

THE MARTIN MARIETTA BOARD, BY UNANIMOUS VOTE, HAS DETERMINED THAT THE 
COMBINATION IS IN THE BEST INTERESTS OF THE STOCKHOLDERS OF MARTIN MARIETTA AND 
RECOMMENDS THAT THE STOCKHOLDERS OF MARTIN MARIETTA VOTE FOR THE COMBINATION    
PROPOSAL.                                                                       

The Martin Marietta Board believes that Lockheed Martin will be       
strategically positioned in the aerospace industry, with competitive positions  
across broad market segments. The Martin Marietta Board also believes that the  
Combination will provide important economies of scale that will allow Lockheed  
Martin to make its products and services more competitive across a wide range of
commercial, civil, defense and                                                  

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international markets, which the Martin Marietta Board believes is particularly 
important in a period of industry consolidation. The Martin Marietta Board also 
believes that the combined entity will present enhanced opportunities to        
continue to build stockholder value.                                            

     In reaching its determination to recommend approval of the Combination, the
Martin Marietta Board considered the factors set forth below:                   

       (i) the continuing decline of the U.S. defense budget over the last
several years and the expectation of further, albeit more gradual,    
declines;                                                             

       (ii) the belief that shrinkage in the defense market necessitates a
consolidation of industry participants;                               

       (iii) the belief that the Combination will allow Lockheed Martin to
  improve operating efficiency, rationalize expenditures and reduce costs,
thus increasing competitiveness;                                      

     (iv) the fact that the Combination will result in Lockheed Martin
     holding competitive positions in key segments of the aerospace industry and
will strengthen its prospects in commercial, civil, and international 
markets;                                                              

      (v) the belief that Lockheed Martin will have a more balanced risk
profile, financially and competitively, than either Lockheed or Martin
Marietta separately;                                                  

  (vi) the terms and conditions of the Reorganization Agreement,
    including the exchange ratios of Lockheed Martin Common Stock for Lockheed
  Common Stock and Martin Marietta Common Stock, and the exchange ratio of
Lockheed Martin Series A Preferred Stock for Martin Marietta Series A 
     Preferred Stock, which were considered to be fair in light of the financial
   conditions, businesses, prospects and stock trading histories of Lockheed
and Martin Marietta;                                                  

   (vii) the structure of the Combination as a "merger of equals";

     (viii) the fact that the Combination will be accomplished without
additional borrowings;                                                

          (ix) the fact that the Combination is expected to be accomplished on a
tax-free basis and to be accounted for as a pooling of interests      
transaction;                                                          

      (x) the perception that the management teams would complement each
other and work well together; and                                     

          (xi) the opinion of Bear Stearns that the terms of the Combination are
     fair from a financial point of view to the stockholders of Martin Marietta.

In reaching its conclusion the Martin Marietta Board considered these 
factors as a whole and did not attempt to assign relative weights to specific   
factors. In addition, the Martin Marietta Board concluded that the U.S.         
Department of State's policy to deny defense-related export privileges to the   
Lockheed division referred to above would not be likely to materially limit     
Lockheed Martin's potential ability to compete in international markets. See    
"RECENT DEVELOPMENTS -- Lockheed Plea Agreement."                               

FAIRNESS OPINIONS                                                               

Opinion of Lockheed's Financial Advisor                                     

    Lockheed retained Morgan Stanley to act as financial advisor in connection
with the Combination. Morgan Stanley was selected by the Lockheed Board to act  
as Lockheed's financial advisor based on Morgan Stanley's qualifications,       
expertise and reputation, as well as Morgan Stanley's investment banking        
relationship and familiarity with Lockheed. No limitations were imposed by the  
Lockheed Board upon Morgan Stanley with respect to the investigations made      
(except with respect to government classified programs) or the procedures       
followed by it in rendering its fairness opinion. Morgan Stanley was not        
requested to solicit, and did not solicit, indications of interest from any     
party with respect to a business combination with Lockheed.                     

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     Morgan Stanley has rendered to the Lockheed Board its written opinion dated
August 29, 1994 (the "Morgan Stanley August Opinion") that, based upon and      
subject to the various considerations set forth in the opinion, on August 29,   
1994, the exchange ratio of Lockheed Martin Common Stock for Lockheed Common    
Stock reflected in the Reorganization Agreement (the "Lockheed Exchange Ratio") 
was fair from a financial point of view to the holders of shares of Lockheed    
Common Stock. Morgan Stanley has updated its written opinion as of the date of  
this Joint Proxy Statement/Prospectus (the "Morgan Stanley Update Opinion"). The
Lockheed Exchange Ratio was determined by negotiation between Lockheed and      
Martin Marietta with advice from Morgan Stanley and Bear Stearns, respectively. 

The full text of the Morgan Stanley Update Opinion, which sets forth  
assumptions made, matters considered and limitations on the review undertaken,  
is attached as Appendix II to this Joint Proxy Statement/Prospectus. Lockheed   
stockholders are urged to read the opinion carefully and in its entirety in     
conjunction with this Joint Proxy Statement/Prospectus. Morgan Stanley's opinion
addresses only the fairness of the Lockheed Exchange Ratio from a financial     
point of view and does not constitute a recommendation to any stockholder of    
Lockheed as to how such stockholder should vote on the Combination Proposal. The
summary of the opinion of Morgan Stanley set forth in this Joint Proxy          
Statement/Prospectus is qualified in its entirety by reference to the full text 
of such opinion.                                                                

    In rendering both the Morgan Stanley August Opinion and the Morgan Stanley
Update Opinion, Morgan Stanley, among other things: (i) analyzed certain        
publicly available financial statements and other information of Lockheed and   
Martin Marietta; (ii) analyzed certain internal financial statements and other  
financial and operating data concerning Martin Marietta prepared by the         
management of Martin Marietta; (iii) analyzed certain financial projections     
prepared by the management of Martin Marietta; (iv) discussed the past and      
current operations and financial condition and the prospects of Martin Marietta 
with senior executives of Martin Marietta; (v) analyzed certain internal        
financial statements and other financial and operating data concerning Lockheed 
prepared by the management of Lockheed (including interim financial statements  
on a company-wide and a divisional basis); (vi) analyzed certain financial      
projections (including the budgets for Lockheed and its divisions for 1994 and  
1995) prepared by the management of Lockheed; (vii) discussed the past and      
current operations and financial condition and the prospects of Lockheed with   
senior executives of Lockheed, and analyzed the pro forma impact of the         
Combination on Lockheed's earnings per share and consolidated capitalization;   
(viii) reviewed the reported prices and trading activity for the Lockheed Common
Stock and the Martin Marietta Common Stock, respectively; (ix) discussed with   
the senior management of Lockheed their view of the strategic rationale for the 
Combination and the benefits of the Combination to Lockheed and to the holders  
of shares of Lockheed Common Stock; (x) compared the financial performance of   
Lockheed and Martin Marietta and the prices and trading activity of the Lockheed
Common Stock and the Martin Marietta Common Stock with that of certain other    
comparable publicly traded companies and their securities; (xi) reviewed the    
financial terms, to the extent publicly available, of certain comparable merger 
transactions; (xii) participated in discussions and negotiations among          
representatives of Lockheed and Martin Marietta and their respective financial  
and legal advisors; (xiii) reviewed the Reorganization Agreement; (xiv) reviewed
the agreements described below (under "OWNERSHIP OF LOCKHEED, MARTIN MARIETTA   
AND LOCKHEED MARTIN -- Martin Marietta") between Martin Marietta and GE; (xv) in
the case of the Morgan Stanley Update Opinion, reviewed the Joint Proxy         
Statement/Prospectus in substantially the final form to be sent to the          
stockholders of Lockheed; and (xvi) performed such other analyses as Morgan     
Stanley deemed appropriate, including analyzing quantitative and qualitative    
business information supplied to it by the management of Lockheed concerning    
strategic benefits of the Combination (which benefits are discussed above under 
"-- Recommendation of Lockheed Board; Lockheed's Reasons for the Combination"). 

     Morgan Stanley assumed and relied upon without independent verification the
accuracy and completeness of the information reviewed by it for purposes of     
rendering its opinion. With regard to the financial projections referred to in  
clauses (iii) and (vi) of the preceding paragraph, Morgan Stanley assumed that  
they were reasonably prepared on bases reflecting the best currently available  
estimates of the future financial performance of Lockheed and Martin Marietta.  
Morgan Stanley did not make any independent valuation or appraisal of the assets
or liabilities of Lockheed or Martin Marietta, nor was it furnished with any    
such appraisals. Morgan Stanley assumed that the Combination would be accounted 
for as a pooling of interests                                                   

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business combination under the requirements of APB No. 16 and would be          
consummated in accordance with the terms set forth in the Reorganization        
Agreement. Each of Morgan Stanley's opinions states that it is necessarily based
on economic, market and other conditions as in effect on, and the information   
made available to Morgan Stanley as of, the date of such opinion.               

  The following is a brief summary of Morgan Stanley's presentation to the
Lockheed Board on August 20, 1994.                                              

Comparative Stock Price Performance. As part of its analysis, Morgan  
Stanley reviewed the recent stock market performance of Lockheed and Martin     
Marietta and compared such performance to that of a group of other companies in 
the defense industry which was comprised of Northrop Corporation (now Northrop  
Grumman Corporation), McDonnell Douglas Corporation, Loral Corporation, Raytheon
Company, E-Systems, Inc., TRW Inc., Rockwell International Corporation and The  
Boeing Company. Morgan Stanley also reviewed the ratios of Lockheed's to Martin 
Marietta's stock prices over various periods ending August 18, 1994, and        
computed the premium or discount of the Lockheed Exchange Ratio in relation to  
the aforementioned ratios. The ratios of closing stock prices of Lockheed to    
Martin Marietta for the various periods ending August 18, 1994, were as follows:
1.609 for the previous five years; 1.597 for the previous three years; 1.567 for
the previous two years; 1.484 for the previous twelve months; 1.438 for the     
previous six months; 1.444 for the previous three months; 1.380 for the previous
thirty days; 1.309 for August 18, 1994; and with respect to the low and high    
ratios for the previous year, 1.309 and 1.726, respectively.                    

Morgan Stanley observed that the Lockheed Exchange Ratio represented a
premium of approximately 1.3%, 2.1%, 4.0%, 9.8%, 13.4%, 12.9%, 18.1%, 24.5% and 
24.5% and a discount of 5.6%, respectively, over the aforementioned ratios of   
Lockheed to Martin Marietta stock prices.                                       

Contribution Analysis. Morgan Stanley analyzed the pro forma equity   
contribution of each of Lockheed and Martin Marietta to the combined company if 
the Combination was to be consummated. Such analysis was based on Morgan        
Stanley's research analysts' estimates of 1994 and 1995 earnings before interest
and taxes ("EBIT"), net income before preferred stock dividends and free cash   
flow (defined as net income before preferred stock dividends plus depreciation  
and amortization minus capital expenditures) for Lockheed and Martin Marietta,  
respectively. The estimates of Morgan Stanley's research analysts were generated
independently of, but were substantially consistent with, management's financial
projections referred to above. Such analysis showed that, for fiscal 1994,      
Lockheed's contribution to the combined company's EBIT, net income before       
preferred stock dividends and free cash flow, would result in an implied        
ownership for Lockheed stockholders of approximately 43.9%, 45.3% and 46.4%,    
respectively. For fiscal year 1995, such equity ownership would be approximately
equal to 42.4%, 44.7% and 45.8%, respectively. These contribution percentages   
were computed before taking into account any synergies or cost savings that may 
be realized if the Combination were to be consummated. These figures compared to
Lockheed stockholders' pro forma ownership in the combined company, pursuant to 
the Combination, of 45.1% on a fully diluted basis (which assumes conversion of 
the Martin Marietta Series A Preferred Stock), using the treasury stock method. 
Morgan Stanley observed that the contribution analysis did not take into account
the different valuation multiples, such as the price-earnings multiples, that   
the market ascribed to Lockheed and Martin Marietta. Morgan Stanley also        
observed that Martin Marietta's 1994 and 1995 price-earnings multiples, based on
research analysts' estimates, were currently higher than Lockheed's             
corresponding price-earnings multiples.                                         

    Pro Forma Analysis of the Combination. Morgan Stanley analyzed certain pro
forma effects of the Combination on the earnings and capitalization of the      
combined company, as well as Lockheed's earnings per share, after taking into   
account the Lockheed Exchange Ratio. These analyses were based on Morgan        
Stanley's research analysts' estimates of 1994 and 1995 net income for Lockheed 
and Martin Marietta, respectively. Based on such analysis, Morgan Stanley       
observed that the Combination would result in a slight decrease in Lockheed's   
earnings per share in 1994 and a slight increase in Lockheed's earnings per     
share in 1995. Morgan Stanley did not attempt to identify or quantify synergies 
(through, for example, cost reductions and rationalizations, as described below)
which might be achieved in connection with the Combination. However, for        
illustrative purposes, and as a hypothetical example, Morgan Stanley also       
analyzed certain pro forma effects of the Combination on the earnings of the    
combined company, as well as Lockheed's earnings                                

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per share, assuming that $200 million in pre-tax synergies would be realized in 
each of 1994 and 1995 in connection with the Combination. While a level of      
synergy can be expected to be achieved in a strategic business combination such 
as the Combination as a result of rationalization (through elimination of       
duplicate facilities and more efficient utilization of capacity, including      
research and development expenditures, manufacturing, sales and distribution    
capacity) and cost reductions (including savings realized through economies of  
scale), the $200 million pretax amount was arbitrarily selected by Morgan       
Stanley without any investigation or as a result of any analysis, in order to   
ascertain the arithmetic sensitivity of post-Combination earnings to the        
achievement of synergies, and Morgan Stanley expressed no view as to whether    
these synergies would be obtained, or the amount or timing of such synergies. No
assurances can be given that the hypothetical amount of these synergies bears   
any relation to the synergies, if any, which might be realized as a result of   
the Combination. Based on such illustrative analysis, Morgan Stanley observed   
that, after taking into account such hypothetical synergies, the Combination    
would result in an increase in Lockheed's earnings per share in fiscal 1994 and 
1995 of 12.2% and 12.8%, respectively.                                          

 Pro Forma Share Price Analysis. Morgan Stanley performed an analysis of
Lockheed's potential share price assuming the Combination were to be            
consummated. Based on hypothetical multiples of 1995 net income for the combined
company, ranging from Lockheed's current multiple of estimated 1995 earnings to 
Martin Marietta's current multiple of estimated 1995 earnings, and based on     
Morgan Stanley's research analysts' estimates of 1995 net income for Lockheed   
and Martin Marietta, respectively, and after giving effect to the Lockheed      
Exchange Ratio of 1.63, Morgan Stanley calculated pro forma market values per   
share of Lockheed Common Stock ranging from approximately $65 to $79. These     
prices compared to Lockheed's market price of $64 per share on August 18, 1994. 
For illustrative purposes, Morgan Stanley performed a similar analysis assuming 
that $200 million in hypothetical pre-tax synergies would be realized in        
connection with the Combination. Morgan Stanley expressed no view as to whether 
these synergies would be obtained or the amount or timing of such synergies.    
Such analysis resulted in pro forma market values ranging from approximately $72
to $89 per share of Lockheed Common Stock.                                      

  The above summary of the presentations by Morgan Stanley to the Lockheed
Board does not purport to be a complete description of such presentations or of 
all the advice rendered by Morgan Stanley, including advice with respect to the 
structuring of and issues relating to consummation of the Combination. Morgan   
Stanley believes that its analyses and the summary set forth above must be      
considered as a whole and that selecting portions of its analyses, without      
considering all analyses, or of the above summary, without considering all      
factors and analyses, could create an incomplete view of the process underlying 
the analyses set forth in Morgan Stanley's presentation to the Lockheed Board   
and its opinion. In performing its analyses, Morgan Stanley made numerous       
assumptions with respect to industry performance, general business and economic 
conditions and other matters, many of which are beyond the control of Lockheed  
or Martin Marietta. The analyses performed by Morgan Stanley are not necessarily
indicative of actual values or actual future results, which may be significantly
more or less favorable than suggested by such analyses. In addition, analyses   
relating to value of businesses do not purport to be appraisals or to reflect   
the prices at which businesses actually may be valued in the market place.      

   Lockheed retained Morgan Stanley based upon its experience and expertise.
Morgan Stanley is an internationally recognized investment banking and advisory 
firm. Morgan Stanley, as part of its investment banking business, is regularly  
engaged in the valuation of businesses and their securities in connection with  
mergers and acquisitions, negotiated underwritings, competitive biddings,       
secondary distributions of listed and unlisted securities, private placements   
and valuations for corporate and other purposes. Morgan Stanley makes a market  
in Lockheed Common Stock and Martin Marietta Common Stock and may continue to   
provide investment banking services to the combined entity in the future. In the
course of its market-making and other trading activities, Morgan Stanley may,   
from time to time, have a long or short position in, and buy and sell securities
of, Lockheed and Martin Marietta. Morgan Stanley and its affiliates have, in the
past, provided financial advisory and financing services to Lockheed, including 
services rendered in connection with Lockheed's purchase of the Tactical        
Military Aircraft business of the General Dynamics Corporation in 1993, and has 
received customary fees for the rendering of such services. Morgan Stanley and  
its affiliates have also provided financial advisory and financing services to  
Martin Marietta, including services rendered in                                 

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connection with the initial public offering of a portion of the stock of Martin 
Marietta Materials, Inc. in 1994, and has received customary fees for the       
rendering of such services.                                                     

    Pursuant to a letter agreement, dated August 9, 1994, between Lockheed and
Morgan Stanley, Lockheed paid Morgan Stanley a fee of $3.5 million upon         
announcement of the proposed Combination and will pay an additional fee of $13.5
million only upon the successful consummation of the Combination. Lockheed has  
also agreed to reimburse Morgan Stanley for its out-of-pocket expenses (of which
$171,000 has been billed and paid to date). In addition, Lockheed has agreed to 
indemnify Morgan Stanley and its affiliates, their respective directors,        
officers, agents and employees and each person, if any, controlling Morgan      
Stanley or any of its affiliates against certain liabilities, including         
liabilities under federal securities laws, and expenses, related to Morgan      
Stanley's engagement.                                                           

Opinion of Martin Marietta's Financial Advisor                              

     The Martin Marietta Board selected Bear Stearns as its financial advisor in
connection with the Combination. The Martin Marietta Board selected Bear Stearns
to act as its financial advisor and to render its opinion in connection with the
Combination based on Bear Stearns' qualifications, expertise, and reputation in 
providing advice to companies in the aerospace and defense electronics          
industries as well as its prior investment banking relationship and familiarity 
with Martin Marietta.                                                           

    Bear Stearns delivered its written opinion to the Martin Marietta Board to
the effect that, as of August 27, 1994 (the "Bear Stearns August Opinion"), the 
Combination was fair, from a financial point of view, to the stockholders of    
Martin Marietta. Bear Stearns has updated its written opinion to the Martin     
Marietta Board as of the date of this Joint Proxy Statement/Prospectus (the     
"Bear Stearns Update Opinion").                                                 

  The full text of the Bear Stearns Update Opinion is attached as Appendix
III to this Joint Proxy Statement/Prospectus. Martin Marietta stockholders are  
urged to, and should, read this opinion carefully in its entirety in conjunction
with this Joint Proxy Statement/Prospectus for assumptions made, matters        
considered and limits of the review by Bear Stearns. No limitations were imposed
by the Martin Marietta Board upon Bear Stearns with respect to the              
investigations made or procedures followed by Bear Stearns in rendering its     
opinion, except that Bear Stearns was not provided with information regarding   
government classified programs of Martin Marietta or Lockheed. Bear Stearns was 
not requested to solicit and did not solicit indications of interest from third 
parties with respect to a business combination with Martin Marietta. Bear       
Stearns' opinion addresses only the fairness of the Combination from a financial
point of view and does not constitute a recommendation to any stockholder of    
Martin Marietta as to how such stockholder should vote on the Combination       
Proposal. The summary of the opinion of Bear Stearns set forth in this Joint    
Proxy Statement/Prospectus is qualified in its entirety by reference to the full
text of such opinion.                                                           

 In rendering the Bear Stearns Update Opinion, Bear Stearns, among other
things: (i) reviewed the Joint Proxy Statement/Prospectus in substantially the  
final form to be sent to the stockholders of Martin Marietta, (ii) reviewed     
Martin Marietta's and Lockheed's Annual Reports to Stockholders and Annual      
Reports on Form 10-K for the fiscal years ended December 1990 through 1993, and 
Quarterly Reports on Form 10-Q for the fiscal periods ended March, June and     
September 1994, (iii) reviewed certain operating and financial information,     
including projections, provided by Martin Marietta's and Lockheed's managements 
relating to Martin Marietta's and Lockheed's business prospects, including a    
business plan prepared by the management of Martin Marietta, which included     
estimates regarding revenue, operating profits, and earnings, (iv) had          
discussions with certain members of the senior management of Martin Marietta and
Lockheed concerning their respective companies' operations, historical financial
statements and future prospects, and their views of the business, operational   
and strategic benefits, potential synergies, cost savings and other implications
of the Combination (including the anticipated reduction of duplicate facilities,
corporate overhead, and excess research and development and manufacturing       
capacity and the enhanced ability to operate as a prime contractor with a more  
complete product because of the companies' complementary expertise), (v)        
reviewed the pro forma financial impact of the Combination on Martin Marietta,  
(vi) reviewed the historical stock prices and trading volumes of the Martin     
Marietta Common Stock and the Lockheed Common Stock,                            

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(vii) reviewed the publicly available financial information and stock market    
performance of other publicly held companies in businesses similar to those of  
Martin Marietta and Lockheed, (viii) considered the terms of selected           
transactions deemed generally comparable to the Combination and (ix) considered 
such other studies, analyses, inquiries and investigations which Bear Stearns   
deemed relevant, including quantitative and qualitative business information    
supplied to it by the management of Martin Marietta concerning the strategic    
benefits of the Combination.                                                    

   Bear Stearns relied upon and assumed without independent verification the
accuracy and completeness of all of the financial and other information provided
to it for purposes of its opinion. In addition, Bear Stearns did not make or    
seek to obtain appraisals of Martin Marietta's or Lockheed's assets and         
liabilities in rendering its opinion. Bear Stearns further relied upon the      
assurances of the managements of Martin Marietta and Lockheed that the          
managements were not aware of any facts that would make the information provided
to Bear Stearns incomplete or misleading. Bear Stearns' opinion is necessarily  
based upon the economic, market and other conditions as in effect on, and the   
information made available to it as of, the date of its opinion. Bear Stearns   
further assumed that the Combination would be accounted for in accordance with  
the pooling of interests method of accounting under the requirements of APB No. 
16.                                                                             

    The following is a brief summary of certain of the financial analyses used
by Bear Stearns in connection with providing its opinions to the Martin Marietta
Board.                                                                          

    Contribution Analysis. Bear Stearns analyzed the pro forma contribution of
each of Martin Marietta and Lockheed to the combined entity, if the Combination 
were to be consummated, and reviewed certain historical and estimated future    
operating and financial information including, among other things, the revenue, 
operating cash flow, operating income and net income of Martin Marietta and     
Lockheed, and the pro forma revenue, operating cash flow, operating income and  
net income of the combined entity resulting from the Combination based on       
internal financial analyses and forecasts for Martin Marietta and Lockheed      
prepared by their respective managements. Such analysis did not take into       
account any potential synergies or cost savings that might be realized after the
Combination. Such analysis indicated that, based on management forecasts, for   
1994 Martin Marietta would contribute to pro forma (i) sales, (ii) operating    
cash flow, (iii) operating income and (iv) net income of the combined entity    
resulting from the Combination the respective amounts of (i) 42.5%, (ii) 53.8%, 
(iii) 57.5% and (iv) 56.2%, with similar estimated respective amounts for 1995  
being (i) 43.0%, (ii) 51.3%, (iii) 55.0% and (iv) 52.3%. Bear Stearns observed  
that such amounts compared favorably with the approximately 54.8% of the pro    
forma fully diluted number of shares for the combined entity to be owned by     
former Martin Marietta common and preferred stockholders after the Combination. 
Bear Stearns noted that the contribution analysis did not consider the different
valuation multiples, such as the price-earnings multiples, that the market      
ascribed to Martin Marietta and Lockheed both on a current basis and on a       
historical basis.                                                               

 Historical Stock Trading Analysis. Bear Stearns reviewed the historical
public trading prices of Martin Marietta Common Stock and of Lockheed Common    
Stock for the five years ended August 26, 1994. Bear Stearns also reviewed both 
the historical ratio of the public trading price per share of Martin Marietta   
Common Stock to the public trading price per share of Lockheed Common Stock on a
quarterly basis from January 6, 1989 through and including August 26, 1994 as   
well as the average public trading prices of Lockheed Common Stock and Martin   
Marietta Common Stock over periods ranging from the 5 to the 180 days           
immediately preceding August 26, 1994. Such analysis indicated that the ratio of
the average public trading price per share of Lockheed Common Stock to the      
average public trading price per share of Martin Marietta Common Stock ranged   
from 1.45 for the 180 days preceding August 26, 1994 to 1.32 for the 5 days     
preceding August 26, 1994. From the week ended June 17, 1994 to the week ended  
August 26, 1994, the ratio of the closing price of Lockheed Common Stock at the 
end of each week to the closing price of Martin Marietta Common Stock at the end
of each week ranged from 1.52 to 1.35. Over the 12 month period ended August 26,
1994, the ratio of public trading prices of Lockheed Common Stock to Martin     
Marietta Common Stock ranged from a high of 1.73 to a low of 1.31. Such amounts 
were compared to the Lockheed Exchange Ratio of 1.63.                           

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  Pro Forma Combination Analysis. Bear Stearns analyzed earnings per share
estimates for 1995, 1996 and 1997 for both Martin Marietta and, on a pro forma  
basis, for the combined entity after the Combination. These analyses were based 
upon projections provided by the managements of Martin Marietta and Lockheed and
consensus research analysts' estimates. Such analysis did not take into account 
any potential synergies or cost savings that might be realized after the        
Combination. Based on managements' projections, such analysis showed accretion  
(dilution) in the fully diluted earnings per share resulting from the           
Combination of 0.0%, (3.9%) and 10.3% for the years 1995, 1996 and 1997,        
respectively.                                                                   

   Imputed Equity Valuation Analysis. Bear Stearns derived a range of values
(i.e., a "reference range") to compare the equity value per fully-diluted share 
of Martin Marietta Common Stock to the equity value per fully-diluted share of  
the combined entity after the Combination, in order to analyze the fairness of  
the Combination to the stockholders of Martin Marietta from a financial point of
view. The reference range of values was based on (i) a discounted cash flow     
analysis, (ii) an analysis of selected comparable companies in the aerospace and
defense electronics industries and (iii) an analysis of selected transactions.  
Selected actual and estimated financial, operating and stock market information 
was analyzed for: Martin Marietta and Lockheed; selected aerospace companies    
(i.e., Boeing, McDonnell Douglas, Northrop/Grumman and Rockwell); and selected  
defense electronics companies (i.e., E-Systems, General Motors Class H Stock -- 
GM Hughes Electronics Corporation, Litton Industries Inc., Loral and Raytheon). 
Bear Stearns observed that no company used in the above analysis as a comparison
is identical to Martin Marietta, Lockheed or the combined entity. The reference 
range of values was also based, among other factors, on certain other analyses  
performed by Bear Stearns, including an analysis of selected transactions       
involving acquisitions of companies in the aerospace and/or defense electronics 
business (i.e., Northrop/Grumman, Loral/IBM Federal Systems, Lockheed/General   
Dynamics-Ft. Worth and Martin Marietta/GE Aerospace). In reviewing these        
transactions, Bear Stearns noted that such transactions differed from the       
Combination in that they involved a change of control of a public company or the
purchase of the assets of a division; none of these transactions involved a     
"merger of equals" of public companies.                                         

    Based upon a reference range of values for Martin Marietta of $7.5 billion
to $9.0 billion and after making certain adjustments related to, among other    
things, the debt outstanding, Bear Stearns derived an imputed equity value per  
share for Martin Marietta ranging from $47.04 to $58.69, based upon the fully   
diluted number of shares. Based upon a reference range of values for the        
combined entity after the Combination of $14.5 billion to $18.0 billion, and    
after making certain adjustments described below, Bear Stearns derived an       
imputed equity value per fully diluted share for the combined entity after the  
Combination ranging from $50.81 to $65.65, which compares favorably to the      
closing per share price of Martin Marietta Common Stock of $48.25 on August 26, 
1994. These adjustments related to, among other things, the debt outstanding.   
The adjustments also considered, for analytical purposes, the effect of (y) an  
estimated $175.0 million per year in certain potential pre-tax cost savings and 
other synergies which may arise from the Combination less (z) a one time $300.0 
million estimated after-tax cash cost arising from the Combination inclusive of,
among other things, severance costs. These adjustments were based on amounts    
estimated by the management of Martin Marietta and assumptions independently    
made by Bear Stearns as to the amount and timing of cost savings and other      
synergies that could be realized by the combined entity after the Combination   
and the uncertainties associated with such estimates. Bear Stearns expressed no 
view on when or whether the aforementioned cost savings or synergies could be   
obtained. No assurances can be given that cost savings and synergies, if any, in
the amount estimated will be realized as a result of the Combination.           

 Other Analyses. Bear Stearns conducted such other analyses as it deemed
necessary including the review of selected investment research reports on, and  
earnings estimates for, Martin Marietta and Lockheed and the analysis of        
available information regarding the stock ownership of Martin Marietta and      
Lockheed.                                                                       

The preparation of a fairness opinion is a complex process and is not 
necessarily susceptible to partial analysis or summary description. Selecting   
portions of the analyses or of the summary set forth above, without considering 
the analysis as a whole, could create an incomplete view of the processes       
underlying Bear Stearns' opinion. In arriving at its opinion, Bear Stearns      
considered the results of all such analyses. The analyses were prepared solely  
for purposes of providing its opinion as to the fairness of the Combination to  
Martin Marietta and do not purport to be appraisals or necessarily reflect the  
prices at which businesses or securities actually                               

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may be sold. Analyses based upon forecasts of future results are not necessarily
indicative of actual future results, which may be significantly more or less    
favorable than suggested by such analyses. As described above, Bear Stearns'    
opinion and presentation to the Martin Marietta Board was one of many factors   
taken into consideration by the Martin Marietta Board in making its             
determination to approve the Reorganization Agreement. The foregoing summary    
does not purport to be a complete description of the analysis performed by Bear 
Stearns.                                                                        

   Bear Stearns is an internationally recognized investment banking firm and
is continually engaged in the valuation of businesses and their securities in   
connection with mergers and acquisitions and other purposes. Bear Stearns       
recently advised Martin Marietta in its offer to purchase the Grumman           
Corporation.                                                                    

     In the ordinary course of its business, Bear Stearns may actively trade the
equity securities of Martin Marietta and Lockheed for its own account and for   
the accounts of customers and, accordingly, may, at any time, hold a long or    
short position in such securities.                                              

    Pursuant to a letter agreement, dated August 23, 1994, Martin Marietta has
paid Bear Stearns a fee of $3.5 million for rendering its opinion in conjunction
with the Combination and will pay an additional fee of $13.5 million only upon  
completion of the Combination. Martin Marietta has also agreed to reimburse Bear
Stearns for its reasonable out-of-pocket expenses (which have not yet been      
billed), including the reasonable fees and disbursements of counsel, and to     
indemnify Bear Stearns and certain related persons against certain liabilities  
in connection with the engagement of Bear Stearns, including certain liabilities
under the federal securities laws. Bear Stearns, from time to time, has also    
rendered investment banking and other financial advisory services to Martin     
Marietta, for which it received customary fees in conjunction with these        
services. Bear Stearns has also provided advice to Martin Marietta with regard  
to the stockholder rights plan adopted at the time of the announcement of the   
proposed Combination, for which no additional fee will be paid.                 

INTERESTS OF CERTAIN PERSONS IN THE COMBINATION                                 

Lockheed                                                                    

 Termination Benefits Agreements. In 1991, Lockheed entered into revised
severance agreements (the "Termination Benefits Agreements") with 23 of the     
current Board-elected executive officers, including members of senior           
management. From January 1992 through March 1994, Lockheed entered into 14      
additional Termination Benefit Agreements with certain executive officers when  
they were elected by the Lockheed Board. The Termination Benefits Agreements    
provide for the payment of certain benefits described below if, within three    
years after the occurrence of certain events with respect to Lockheed (which are
defined in the Termination Benefits Agreements and would include the Pacific Sub
Merger), the covered executive officer either (a) is terminated by Lockheed     
(other than on account of death, disability or retirement of the officer or for 
"cause," defined in the Termination Benefits Agreements to include, among other 
things, willful and continued failure to substantially perform his or her       
duties, or willful misfeasance or gross negligence related to his or her        
employment) or (b) terminates his or her employment with Lockheed for "good     
reason" (as defined in the Termination Benefits Agreements to include, among    
other things, a reduction in base salary, bonus or certain other benefits,      
certain changes in status, duties or position with Lockheed or geographic       
relocation).                                                                    

     Lockheed's Termination Benefits Agreements generally provide for a lump sum
cash payment (the "Lump Sum Payment") equal to the sum of the following amounts:
two times the officer's base annual salary at the time of the triggering event  
or termination, two times an amount determined by multiplying the officer's base
salary by the average percentage of awards under the Lockheed Management        
Incentive Compensation Plan to base salary paid during the last two years, and  
the cash value of the officer's contingent award established under the Lockheed 
Long Term Performance Plan for each incomplete performance cycle as of the date 
of termination, calculated on the basis that all performance goals were fully   
attained and such performance cycles were completed in their entirety. The      
Termination Benefits Agreements also provide for a payment equal to the value of
certain health and dental insurance plans and other fringe benefits as in effect
prior to the change in control for a two-year period following termination.     
Additional benefits provided by the Termination Benefits Agreements include the 
vesting of all retirement benefits and the addition of two years of             

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credited service under Lockheed's salaried retirement plans and the entitlement 
to two additional years of matching contributions under Lockheed's savings      
plans. If the officer attains age 65 within two years of termination of         
employment, certain benefits under the Termination Benefits Agreement will be   
pro-rated accordingly. If the officer obtains other employment, the Lump Sum    
Payment received on termination may be reduced if compensation received from the
new employer exceeds fifty percent of the annualized salary and bonus included  
in the Lump Sum Payment, provided that in no event will the Lump Sum Payment be 
reduced to an amount less than one year's annual compensation. Benefits under   
the Termination Benefits Agreements may be subject to an excise tax payable by  
the officer, and may not be deductible by Lockheed, to the extent they exceed   
certain statutory limitations.                                                  

     Each of the Termination Benefits Agreements continues in effect through the
end of the calendar year and is automatically extended on each January 1        
thereafter for an additional year unless Lockheed gives the officer advance     
notice to the contrary. Stockholder approval of the Combination will trigger an 
automatic extension of the Termination Benefits Agreements to a date 36 months  
after such approval.                                                            

The severance policy of Lockheed with respect to executive officers as
reflected in the Termination Benefit Agreements was approved by an advisory vote
of the stockholders of Lockheed in April 1991.                                  

   Employee Stock Option Programs. Under the Reorganization Agreement, stock
options outstanding under the stock option plans maintained by Lockheed will be 
converted to options to acquire Lockheed Martin Common Stock as described in    
greater detail below under "THE REORGANIZATION AGREEMENT -- Certain Benefits    
Matters." Under the terms of the option agreements executed pursuant to         
Lockheed's 1992 Employee Stock Option Program (the "Program"), upon consummation
of the Combination, options granted under the Program and held by persons then  
employed by Lockheed or any subsidiary will become exercisable to the full      
extent theretofore not exercisable. Based upon options outstanding at December  
31, 1994, the exercisability of options to purchase an aggregate of 307,775     
shares of Lockheed Common Stock valued at $2.2 million would be accelerated if  
the Combination occurs. However, options with respect to 307,025 of these shares
would otherwise vest by the end of February 1996 even if the Combination is not 
consummated. Of the options outstanding at December 31, 1994 subject to         
acceleration, options to purchase an aggregate of 170,575 shares of Lockheed    
Common Stock valued at $1.2 million are held by executive officers of Lockheed, 
including options with respect to 7,500 (valued at $52,988); 7,500 (valued at   
$52,988); 15,000 (valued at $105,975); 7,000 (valued at $49,455); and 30,000    
(valued at $211,950) shares held by Messrs. Cannestra, Coffman, Marafino, Peline
and Tellep, respectively. See "OWNERSHIP OF LOCKHEED, MARTIN MARIETTA AND       
LOCKHEED MARTIN -- Lockheed." Messrs. Marafino and Tellep have informed the     
Lockheed Board in writing that they intend to voluntarily refrain from          
exercising any options that become exercisable upon consummation of the         
Combination prior to the date the options would have been exercisable had the   
Combination not been consummated. The values set forth above are based on the   
difference between the per share exercise price and the closing price of $71 7/8
per share for Lockheed Common Stock on the NYSE Composite Tape on February 1,   
1995. See "COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION."        

   Long Term Performance Plan. Awards under Lockheed's Long Term Performance
Plan are based on the corporation's financial performance over 3-year           
performance cycles, beginning in successive years. Performance measurements for 
the 1993 cycle and the 1994 cycle are based on Lockheed's absolute percentage   
gain in total stockholder value as compared to an absolute target and Lockheed's
investment value relative to a peer group investment value. Lockheed has taken  
action to terminate the Long Term Performance Plan effective upon the           
consummation of the Combination. Under the terms of the plan, the participants  
are entitled to prorated awards for compensation earned up to the Merger Date   
for each performance cycle terminated prior to the end of the three year period,
with the awards calculated as if the pre-established targets had been attained. 
Lockheed estimates the total prorated payments for the 1993 and 1994 performance
cycles for all participants, assuming consummation of the Combination on March  
15, 1995, to be approximately $3.7 million, including payments to Messrs.       
Cannestra, Coffman, Marafino, Peline and Tellep of approximately $193,154;      
$222,154; $437,077; $169,138 and $555,770, respectively.                        

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Directors Deferred Compensation. Under a deferred compensation plan of
Lockheed, all or a portion of the cash annual fee and meeting fees payable by   
Lockheed to its non-employee directors may be deferred to periods following the 
time a participant ceases to be a member of the Lockheed Board. In addition,    
$5,000 is paid annually on behalf of each non-employee director to a trust      
maintained under the deferred compensation plan for the purpose of purchasing   
Lockheed Common Stock on the open market for the benefit of such non-employee   
directors. Prior to 1993, directors could also direct a portion of their cash   
remuneration to the trust for the purchase of Lockheed Common Stock. Lockheed   
Common Stock held by the trust is distributable after a participant ceases to be
a member of the Lockheed Board. Lockheed has amended the deferred compensation  
plan so as to continue the deferral of the cash and stock balances of those     
members of the Lockheed Board who become members of the Lockheed Martin Board   
until after they cease to be members of the Lockheed Martin Board. Lockheed     
Common Stock held by the trust would be exchanged for Lockheed Martin Common    
Stock upon consummation of the Combination. See "OWNERSHIP OF LOCKHEED, MARTIN  
MARIETTA AND LOCKHEED MARTIN -- Lockheed."                                      

    Directors Retirement Plan. Non-employee directors of Lockheed who cease to
be members of the Lockheed Board and who have reached age 65 with five or more  
years of service on the Lockheed Board are entitled to receive an annual        
retirement benefit equal to the amount of the annual fee, including the portion 
contributed in trust for the purchase of Lockheed Common Stock, in effect on the
date the director ceases to be a member of the Lockheed Board. Unless a director
elects an equivalent lump sum payment, the benefits are payable monthly to the  
retired director or the director's surviving spouse for a period equal to the   
number of years (including any partial year), up to twenty, that the director   
served on the Lockheed Board. Lockheed has amended the retirement plan so as to 
(i) vest all benefits under the plan but not otherwise increase the amount or   
duration of the benefits and (ii) make the benefits payable on the later of     
leaving the Lockheed Board or the Lockheed Martin Board. Assuming consummation  
of the Combination on March 15, 1995, Directors Kirby, Savage, Trost and        
Yearley, each with slightly over four years of service, would become entitled to
receive a monthly benefit of $2,500 for five years, payable as described in     
clause (ii) above. Similarly, Directors Cheney and Cook would become entitled to
receive the same benefit for two years and four years, respectively, based on   
service of approximately one year and 3 3/4 years, respectively. See "MANAGEMENT
OF LOCKHEED MARTIN -- Directors."                                               

Directors and Officers of Lockheed Martin. Twelve of the current 14   
directors of Lockheed will become directors of Lockheed Martin. See "MANAGEMENT 
OF LOCKHEED MARTIN -- Directors." In addition, certain executive officers of    
Lockheed, including Messrs. Cannestra, Coffman, Marafino and Tellep, will become
officers of Lockheed Martin. See "MANAGEMENT OF LOCKHEED MARTIN -- Officers."   

Martin Marietta                                                             

Under the terms of various of Martin Marietta's benefit plans, the    
Combination (which will constitute a "change of control" as that term is defined
in the governing documents for such plans) will result in (a) the acceleration  
of the payment of certain benefits that would otherwise have been payable over  
time, (b) the early vesting of certain benefits that would not otherwise be     
fully vested as of the Merger Date and (c) in the case of one such plan, the use
of modified formulae for calculating the amounts of such benefits. The Martin   
Marietta Board has determined that it will defer certain payments of these      
benefits to any individual who may be one of the five most highly compensated   
executive officers of Lockheed Martin in the event that payment may prevent     
Martin Marietta from deducting such payments for Federal income tax purposes.   

     Under the Directors Deferred Compensation Plan an eligible director has the
option each year of deferring receipt of all or part of the fees earned as a    
director until after termination of service as a director. A director's annual  
election is irrevocable and interest is accrued on the amount deferred. Under   
the terms of the plan, following consummation of the Combination, further       
deferral of amounts earned prior to the Merger Date will not be permitted, and  
each participating director will receive a disbursement of the balance of his or
her deferred compensation account as of the Merger Date. The amount of each     
director's deferred compensation balance as of January 31, 1995 (including      
accrued interest) was as follows: Mr. Byrne, $580,000; Mr. Clark, $561,000; Mr. 
Colodny, $32,000; Mr. Hood, $130,000; Mr. Laird, $1,185,000; Mr. Macklin,       
$224,000; and General Vessey, $372,000.                                         

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   The Post-Retirement Income Maintenance Plan for Directors provides that a
director who at the time of retirement has served as a director for five years  
(or such shorter period as may be approved by the Nominating Committee of the   
Martin Marietta Board) and who has attained retirement age (which is currently  
age 72) will receive for life an annual fee equal to the annual basic retainer  
in effect at the time of retirement. A director who retires early after         
completing at least five years of service is entitled to receive an annual fee  
equal to the annual retainer in effect at the time of retirement for a period   
equal to the number of full years served on the Martin Marietta Board.          

  Under the terms of the plan, as a result of the Combination, rather than
receiving these annual payments, each director will be entitled to receive a    
lump sum payment equal to the present value (i.e., discounted value) of his or  
her vested plan benefits determined as if he or she had retired from the Martin 
Marietta Board on the Merger Date. Years of service will be rounded up to the   
nearest whole year. Thus, as a result of the Combination, directors who have not
attained retirement age as of the Merger Date will be treated as if they had    
retired early and not be eligible to receive a lifetime retirement benefit.     
Pursuant to a recent amendment, any active director over the age of 62 with five
years of service who will not be nominated to the Lockheed Martin Board will    
receive a lump sum amount based on the present value (i.e., discounted value) of
the amounts that would be payable over the longer of the following periods: (a) 
the director's life expectancy or (b) years of service as a Martin Marietta     
Board member. In determining present value, an after-tax discount rate will be  
used. The Plan was also recently amended to provide (i) that non-continuous     
service will be aggregated for the purpose of satisfying the service requirement
and (ii) that outside directors who are not nominated to the Lockheed Martin    
Board will also receive board and committee fees that would have been paid had  
the director continued to serve on the Board for the remaining term of election 
by Martin Marietta's stockholders. Directors who have been nominated to the     
Lockheed Martin Board will receive a lump sum payment based on the plan         
provisions prior to these amendments.                                           

     In view of the intended operation of the plan in the absence of a change in
control, the Martin Marietta Board has determined to value the benefit for      
directors eligible to receive a lifetime benefit on the basis of the cost of an 
annuity contract issued by an insurance company providing the same annual       
payments on an after-tax basis over the expected life of the director. The cost 
of such annuity contracts may differ from the cost of providing lump sum        
payments; however, the differences in cost are not material.                    

Assuming consummation of the Combination on March 1, 1995, the amount 
payable under the plan to each eligible director is estimated to be as follows: 
Mr. Alexander, $236,000; Mr. Augustine, $291,000; Mr. Byrne, $572,000; Mr.      
Clark, $377,000; Mr. Colodny, $243,000; Mr. Everett, $465,000; Mr. Hennessy,    
$357,000; Mr. Hurtt, $243,000; Mr. Laird, $427,000; Mr. Murray, $162,000;       
General Vessey, $428,000; and Mr. Young, $190,000.                              

     The Directors Charitable Award Plan provides that in the event of the death
of an incumbent director, Martin Marietta will make donations to charities or   
other eligible tax-exempt organizations previously recommended by the director  
in an aggregate amount of $1 million. Directors are vested under this plan if   
(a) they have served for at least five years on the Martin Marietta Board or (b)
their service on the Martin Marietta Board is terminated due to death,          
disability or retirement. Under the terms of the plan, upon consummation of the 
Combination, incumbent directors with fewer than five years of service on the   
Board (Mrs. King and Messrs. Alexander, Bennett, Hood, Macklin, Murphy and      
Murray), will become vested under this plan. This plan does not result in any   
economic benefit to directors.                                                  

  Under the Deferred Compensation and Estate Supplement Plan, officers and
senior executive personnel are eligible to receive a benefit after retirement.  
Benefit levels are determined by a schedule approved by the Martin Marietta     
Board and depend on the position of the executive and years of plan             
participation. A participant receives a percentage of the total scheduled       
benefit payable based on age at retirement, payable over ten years commencing at
retirement (or, to a participant's estate, if a participant dies while an active
employee). Under the terms of the plan prior to the recent amendment described  
below, payment of the total scheduled benefit would be due in full upon         
consummation of the Combination. The Martin Marietta Board has recently amended 
this plan to limit the payment upon consummation of the Combination to the      
present value of the earned benefit as follows: (a) the total scheduled benefit 
will be discounted to present value and                                         

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(b) each participant will, on the Merger Date, be entitled to receive a percent 
(determined by the number of full years up to ten years, rounded up to the      
nearest whole year, of plan participation, and ranging from 20% to 100%) of the 
amount determined by such present value calculation. Assuming consummation of   
the Combination on March 1, 1995, Martin Marietta estimates that benefit amounts
payable under this plan to 20 employee participants would be approximately      
$8,200,000, including the following amounts payable to executive officers: Mr.  
Augustine, $1,064,000; Mr. Young, $801,000; Mr. Teets, $561,000; Mr. Bennett,   
$728,000; and Mr. Menaker, $367,000; and other executive officers, $1,337,000.  

    The Post-Retirement Death Benefit Plan is a death benefit program covering
20 participants who hold specific positions approved for participation by the   
Martin Marietta Board. The plan provides death benefit coverage commencing      
immediately upon retirement in amounts ranging from 15 percent (upon retirement 
at age 55) to 150 percent (upon retirement at or after age 64) of final         
annualized salary, depending upon the age of the participant at retirement.     
Benefits are grossed up for income taxes. This plan will be discontinued if the 
Combination is consummated. In lieu thereof, a death benefit will be paid       
calculated based on the applicable percentage (determined by age at retirement) 
and annualized salary at the time of consummation of the Combination. If each   
participant could retire on March 1, 1995 and the applicable percentage is      
assumed to be 100% for each participant (which is assumed solely for purposes of
this calculation), the death benefits payable to such persons would be          
approximately $6,400,000 in the aggregate. If Lockheed Martin should adopt a    
death benefit plan covering any of the current participants in the Martin       
Marietta plan, the death benefits payable with respect to those Martin Marietta 
executives will be the greater of the amounts payable to them pursuant to the   
Lockheed Martin plan or the Martin Marietta plan discussed above.               

The Reorganization Agreement provides for each stock option and stock 
appreciation right outstanding under Martin Marietta and Lockheed stock option  
plans to be converted into an option and stock appreciation right with respect  
to stock of Lockheed Martin. Such conversion is described in greater detail     
below under the heading "THE REORGANIZATION AGREEMENT -- Certain Benefits       
Matters." Upon consummation of the Combination, stock options granted in 1992   
under Martin Marietta's Amended Omnibus Securities Award Plan that in the       
absence of the Combination would become exercisable in July 1995, will become   
immediately exercisable. Likewise, stock options granted in 1993 that would     
otherwise become exercisable in July 1995 and 1996, will become immediately     
exercisable.                                                                    

    Based upon options outstanding as of February 1, 1995 that were granted in
1992 and 1993, the exercisability of options to purchase an aggregate of        
1,210,600 shares of Martin Marietta Common Stock, valued at $10,812,000 and held
by 466 persons, would be accelerated if the Combination occurs. Each of the     
individuals listed below holds "in-the-money" options granted in 1992 and 1993  
which will become exercisable as a result of the Combination with respect to the
following number of shares of Martin Marietta Common Stock and corresponding    
aggregate values: Mr. Augustine, 106,800 shares valued at $1,012,200; Mr. Young,
63,400 shares valued at $595,800; Mr. Teets, 23,400 shares valued at $239,900;  
Mr. Bennett, 21,000 shares valued at $215,600; and Mr. Menaker, 14,000 shares   
valued at $143,800; and for other executive officers, 87,400 shares valued at   
$753,300. The aggregate value is based on the difference between the per share  
exercise price and the closing price of $44 3/8 per share on the NYSE Composite 
Tape on February 1, 1995. See "SUMMARY -- Comparative Per Share Market Price    
Information." Mr. Augustine has informed the Martin Marietta Board in writing   
that he intends to voluntarily refrain from exercising any options that become  
exercisable upon consummation of the Combination prior to the date the options  
would have been exercisable had the Combination not been consummated.           

    Martin Marietta granted options with respect to 1,353,650 shares of Martin
Marietta Common Stock to 659 employees during 1994. These stock options will not
become exercisable as a result of the Combination but will vest in accordance   
with their regular schedule.                                                    

     Some senior executive personnel have received restricted stock awards under
Martin Marietta's stock plans. The executives are entitled to the stock if they 
remain with Martin Marietta or an affiliate during the operative period of the  
restrictions. Under the 1991 awards, 50% of which vested in July, 1994, the     
restrictions associated with the remaining 50% of the award will continue in    
accordance with the terms of the award following consummation of the Combination
unless the employee is terminated or gives notice of termination                

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for good cause (as defined in the award agreement) within two years following   
the Merger Date. The 1993 restricted stock awards will vest upon consummation of
the Combination. Assuming a price for the restricted stock of $44 3/8 per share 
(the closing price on the NYSE Composite Tape on February 1, 1995), the 1993    
restricted stock awards, which totalled 170,000 shares for all 14 recipients,   
would be valued at $7,543,800, including the following awards for executive     
officers: Mr. Augustine, 32,000 shares, valued at $1,420,000; Mr. Young, 24,000 
shares, valued at $1,065,000; Mr. Teets, 12,000 shares, valued at $532,500; Mr. 
Bennett, 12,000 shares, valued at $532,500; and Mr. Menaker, 8,000 shares,      
valued at $355,000; and other executive officers, 40,000 shares, valued at      
$1,775,000.                                                                     

     There were no restricted stock awards granted to executive officers in 1992
or 1994.                                                                        

    The Amended and Restated Long Term Performance Incentive Compensation Plan
maintained by Martin Marietta applies to performance units awarded after 1990.  
The plan provides that each vested unit will be exchanged for a cash amount     
calculated under a formula which ties the redemption value of the performance   
units to any increase in Martin Marietta's earnings per share ("EPS") at the end
of a three-year period over a base value established at the time of grant.      

    Performance units granted in 1993 ("1993 Units") provide for redemption in
1996 based on the excess of Martin Marietta's 1995 EPS over the base value      
established in 1993. Martin Marietta estimates that, in the absence of the      
Combination, each 1993 Unit would be valued at approximately $8.00. The 1993    
Units provide, however, that, in the event of a transaction such as the         
Combination, such Units will immediately and fully vest in their entirety and a 
modified formula will apply, which will result in a per Unit value of           
approximately $36.50, which in turn will result in payments following           
consummation of the Combination to 439 employee participants with an estimated  
aggregate value of approximately $42,398,000, including payments to executive   
officers as follows: Mr. Augustine, $3,657,500; Mr. Young, $2,194,500; Mr.      
Teets, $731,500; Mr. Bennett, $658,400; and Mr. Menaker, $438,900; and other    
executive officers, $3,255,175. Mr. Augustine and his wife have established a   
charitable gift fund to which payments attributable to the difference between   
the $36.50 to be paid per Unit and the approximately $8.00 which would have been
paid in the absence of the Combination will be contributed (net of taxes due    
thereon) upon Mr. Augustine's receipt of such payments. Such receipt may be     
deferred pursuant to the decision of the Martin Marietta Board, noted above, to 
defer certain payments to the five most highly compensated executive officers in
the event that payment may prevent Martin Marietta from deducting such payments 
for Federal income tax purposes. Additionally, with respect to all 1993 Units,  
no amounts attributable to the difference between the amount paid per Unit and  
that which would have been paid in the absence of the Combination will be       
charged to the U.S. Government.                                                 

In addition, in the absence of the Combination, 1994 performance units
("1994 Units") would be redeemable in 1997 based upon 1996 EPS. If the          
Combination is consummated, the 1994 Units will immediately and fully vest in   
their entirety and will be redeemed based upon an estimate of 1996 EPS,         
discounted to March 1995. This will result in payments following consummation of
the Combination to 475 employee participants that are estimated to be           
approximately $9,758,000 in the aggregate, including payments to executive      
officers as follows: Mr. Augustine, $771,000; Mr. Young, $463,000; Mr. Teets,   
$231,300; Mr. Bennett, $216,000; and Mr. Menaker, $154,200. The remaining       
executive officers will receive $709,300 in the aggregate.                      

 If the Combination is consummated, no further performance units will be
awarded under the Amended and Restated Long Term Incentive Compensation Plan. In
addition, since all outstanding units awarded under the plan will immediately   
and fully vest in their entirety and become payable upon consummation of the    
Combination, no awards will be deemed to be outstanding for purposes of the     
Reorganization Agreement. It is anticipated that any subsequent awards of this  
type will be made pursuant to the Lockheed Martin Omnibus Plan or any successor 
or substitute plan adopted by Lockheed Martin.                                  

  Martin Marietta has employment agreements with Messrs. Augustine, Young,
Teets, Bennett and Menaker and six other executive officers. Under these        
agreements, following consummation of the Combination, an officer may, for good 
cause (as that term is defined in the various agreements) and within two years  
after the Merger Date and within six months after the date on which             
circumstances constituting good cause                                           

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exist, give notice that he or she elects to terminate employment under the      
agreement. Upon receipt of such notice, or upon involuntary termination by      
Martin Marietta, the agreements require Martin Marietta to pay the officer an   
amount equal to three times his or her average annual taxable compensation for  
the preceding five years, less one dollar, as well as any other compensation or 
benefits due and any amount necessary to compensate the officer for any excise  
tax imposed with respect to payments made under the agreement or any other      
agreement between the officer and Martin Marietta. Mr. Augustine has voluntarily
waived his rights under his employment agreement as it relates to this          
transaction.                                                                    

Directors and Officers of Lockheed Martin. Twelve of the current 17   
directors of Martin Marietta will become directors of Lockheed Martin. See      
"MANAGEMENT OF LOCKHEED MARTIN -- Directors." In addition, certain executive    
officers of Martin Marietta, including Messrs. Augustine, Young, Teets, Bennett 
and Menaker, will become officers of Lockheed Martin. See "MANAGEMENT OF        
LOCKHEED MARTIN -- Officers."                                                   

ACCOUNTING TREATMENT                                                            

The Combination is expected to qualify as a pooling of interests for  
accounting and financial reporting purposes. Under this accounting method, the  
assets and liabilities of Lockheed and Martin Marietta will be carried forward  
to Lockheed Martin at their historical recorded bases. Results of operations of 
Lockheed Martin will include the results of both Lockheed and Martin Marietta   
for the entire fiscal year in which the Combination occurs. The reported balance
sheet amounts and results of operations of the separate corporations for prior  
periods will be combined, reclassified and conformed, as appropriate, to reflect
the combined balance sheets and statements of results of operations for the new 
corporation. It is a condition to the Combination that Lockheed and Martin      
Marietta each receive from Ernst & Young LLP, Lockheed's and Martin Marietta's  
independent auditors, a letter dated the Merger Date to the effect that they    
concur with the conclusions of Lockheed's and Martin Marietta's managements that
the transactions contemplated by the Reorganization Agreement, if consummated,  
will qualify as transactions to be accounted for in accordance with the pooling 
of interests method of accounting under the requirements of APB No. 16. See     
"UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS."                  

CERTAIN FEDERAL INCOME TAX CONSEQUENCES                                         

   The following is a general description of the material Federal income tax
consequences of the Combination (i) to a stockholder of Lockheed whose shares of
Lockheed Common Stock are converted into shares of Lockheed Martin Common Stock 
pursuant to the Pacific Sub Merger and (ii) to a stockholder of Martin Marietta 
whose shares of Martin Marietta Common Stock are converted into shares of       
Lockheed Martin Common Stock or whose shares of Martin Marietta Series A        
Preferred Stock are converted into shares of Lockheed Martin Series A Preferred 
Stock pursuant to the Atlantic Sub Merger. The discussion does not address all  
aspects of Federal income taxation that may be important to particular          
stockholders and may not be applicable to stockholders who are not citizens or  
residents of the United States or who acquired their Lockheed or Martin Marietta
stock pursuant to the exercise of employee stock options or otherwise as        
compensation. The effects of any applicable foreign, state, local or other tax  
laws are not addressed. This discussion assumes that Lockheed and Martin        
Marietta stockholders hold their respective shares of Lockheed and Martin       
Marietta stock as capital assets as defined in the Code. Lockheed and Martin    
Marietta stockholders should consult their own tax advisors as to the particular
tax consequences of the Pacific Sub Merger or the Atlantic Sub Merger, as the   
case may be, to them.                                                           

Neither Lockheed, Martin Marietta or Lockheed Martin intends to seek a
ruling from the Internal Revenue Service (the "Service") with respect to the tax
consequences of the Combination. Lockheed and Martin Marietta believe, based    
upon the opinions of O'Melveny & Myers and King & Spalding, respectively, and it
is assumed for purposes of the following discussion, that for Federal income tax
purposes the Combination will constitute tax-free transactions under the Code   
and no gain or loss will be recognized (i) by Lockheed or Lockheed stockholders 
whose shares of Lockheed Common Stock are converted into shares of Lockheed     
Martin Common Stock in the Pacific Sub Merger (except to the extent of cash paid
in lieu of fractional shares) or (ii) by Martin Marietta or by Martin Marietta  
stockholders whose shares of Martin                                             

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Marietta Common Stock are converted into shares of Lockheed Martin Common Stock 
or whose shares of Martin Marietta Series A Preferred Stock are converted into  
shares of Lockheed Martin Series A Preferred Stock in the Atlantic Sub Merger.  
In rendering such opinions, counsel has relied upon, among other things,        
representations contained in certificates of Lockheed and Martin Marietta.      
Consummation of each of the Pacific Sub Merger and the Atlantic Sub Merger is   
conditioned upon the foregoing opinions of counsel being reconfirmed at the     
Merger Date.                                                                    

    The principal Federal income tax consequences of the Pacific Sub Merger to
Lockheed stockholders and the Atlantic Sub Merger to Martin Marietta            
stockholders will be as set forth below.                                        

  Consequences to Holders of Lockheed Common Stock. Except with respect to
cash received in lieu of fractional shares, no gain or loss will be recognized  
by holders of Lockheed Common Stock upon the receipt of Lockheed Martin Common  
Stock in the Pacific Sub Merger and the tax basis of the Lockheed Martin Common 
Stock received will be equal to the tax basis of the Lockheed Common Stock      
surrendered in exchange therefor. For Federal income tax purposes, the holding  
period of the Lockheed Martin Common Stock received will include the holding    
period of the Lockheed Common Stock surrendered. Based on the Service's advance 
rulings policy of treating cash paid in lieu of fractional share interests      
arising in corporate reorganizations as having been received by the stockholders
as payment for the fractional share interests redeemed, gains and losses        
realized by a stockholder with respect to the receipt of cash in lieu of a      
fractional share will be capital gain or loss. To determine the amount of such  
gain or loss, a portion of the tax basis in the shares of Lockheed Common Stock 
surrendered will be allocated to the fractional share. The amount of such gain  
or loss will be the difference between the amount of cash received for such     
fractional share and the amount of such basis. In the case of individuals,      
long-term capital gains are subject to a maximum tax rate of 28%.               

  Consequences to Holders of Martin Marietta Common Stock. No gain or loss
will be recognized by holders of Martin Marietta Common Stock upon the receipt  
of Lockheed Martin Common Stock in the Atlantic Sub Merger and the tax basis of 
the Lockheed Martin Common Stock received will be equal to the tax basis of the 
Martin Marietta Common Stock surrendered in exchange therefor. For Federal      
income tax purposes, the holding period of the Lockheed Martin Common Stock     
received will include the holding period of the Martin Marietta Common Stock    
surrendered.                                                                    

    Consequences to the Holder of Martin Marietta Series A Preferred Stock. No
gain or loss will be recognized by the holder of Martin Marietta Series A       
Preferred Stock upon receipt of Lockheed Martin Series A Preferred Stock in the 
Atlantic Sub Merger. The tax basis of the Lockheed Martin Series A Preferred    
Stock received will be equal to the tax basis of the Martin Marietta Series A   
Preferred Stock surrendered in exchange therefor. For Federal income tax        
purposes, the holding period of Lockheed Martin Series A Preferred Stock        
received will include the holding period of the Martin Marietta Series A        
Preferred Stock surrendered.                                                    

  Lockheed Martin. Based upon the opinions of O'Melveny & Myers and King &
Spalding, for Federal income tax purposes Lockheed Martin will recognize no gain
or loss on the issuance of Lockheed Martin Common Stock or Lockheed Martin      
Series A Preferred Stock to the Lockheed and Martin Marietta stockholders in the
Pacific Sub Merger and the Atlantic Sub Merger, respectively.                   

  THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED HEREIN FOR
GENERAL INFORMATION ONLY. LOCKHEED AND MARTIN MARIETTA STOCKHOLDERS ARE ADVISED 
TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE         
COMBINATION.                                                                    

REGULATORY APPROVALS                                                            

  Antitrust. Under the HSR Act and the rules promulgated thereunder by the
FTC, the Combination may not be consummated until notifications have been given 
and certain information has been furnished to the FTC and the Antitrust Division
and specified waiting period requirements have been satisfied. Lockheed and     
Martin Marietta filed notification and report forms under the HSR Act with the  
FTC and the Antitrust                                                           

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Division effective on September 23, 1994. The FTC, which reviewed the           
transaction, made a request for additional information on October 21, 1994. Both
Lockheed and Martin Marietta completed their respective submissions of          
additional information on December 22, 1994, and the statutory waiting period   
under the HSR Act expired on January 11, 1995.                                  

   On December 22, 1994, Lockheed, Martin Marietta, and Lockheed Martin (the
"Companies") executed an Agreement Containing Consent Order with the FTC staff, 
which was provisionally accepted by the FTC on January 11, 1995, subject to     
further review at the expiration of a public comment period which expires on    
March 28, 1995. After the expiration of the public comment period, the FTC will 
vote to either finally accept the Consent Order or withdraw its acceptance of   
the Consent Order.                                                              

   With respect to the HSR Act, the Companies may consummate the Combination
at any time subsequent to the January 11, 1995 expiration of the HSR waiting    
period and are not required to delay consummation until expiration of the public
comment period and final FTC acceptance. If the Companies consummate the        
Combination prior to final FTC acceptance of the Consent Order and the FTC      
withdraws its provisional acceptance of the Consent Order, the FTC could file an
administrative action challenging the Combination in whole or in part, and could
seek divestiture of all or part of Lockheed Martin's assets. Any adverse FTC    
decision in any such administrative action would be subject to review by a      
federal court of appeals. If the FTC withdraws its provisional acceptance of the
Consent Order prior to consummation of the Combination, the FTC could seek a    
temporary restraining order and/or a preliminary injunction pursuant to Section 
13(b) of the Federal Trade Commission Act to prevent consummation of the        
transaction subject to the completion of an administrative action, and any      
resulting appeals, adjudicating the lawfulness of the transaction.              

The Companies have agreed to comply with the Consent Order during the 
public comment period and, if the FTC withdraws its provisional acceptance of   
the Consent Order, for ten days thereafter. A summary of the material elements  
of the Consent Order is as follows:                                             

        (i) The Companies will be prohibited from enforcing or attempting to
    enforce the exclusivity provisions of Lockheed's teaming agreement with GM
Hughes Electronics Corporation ("Hughes") by which Lockheed and Hughes
agreed to cooperate to compete for space based early warning satellite
    systems, and the Companies will be prohibited from enforcing or attempting
    to enforce any proprietary rights in the electro-optical sensors developed
 by Hughes for use in such systems in a manner that would inhibit Hughes
    from competing with the Companies. Thus, Hughes will be permitted (but not
     required) to team with other companies or may compete for space based early
warning satellite systems independently.                              

         (ii) The Companies will be prohibited from enforcing or attempting to
   enforce the exclusivity provisions of Martin Marietta's teaming agreement
    with Northrop Grumman Corporation ("Grumman") by which Martin Marietta and
Grumman agreed to cooperate to compete for space based early warning  
   satellite systems, and the Companies will be prohibited from enforcing or
     attempting to enforce any proprietary rights in the electro-optical sensors
     developed by Grumman for use in such systems in a manner that would inhibit
    Grumman from competing with the Companies. Thus, Grumman will be permitted
  (but not required) to team with other companies or may compete for space
based early warning satellite systems independently.                  

 (iii) The Companies are required to ensure that no non-public
  proprietary data provided by aircraft manufacturers to Martin Marietta's
Electronics and Missiles Division ("Electronics and Missiles"), which 
    produces LANTIRN night navigation, terrain following and targeting systems
   for aircraft, is disclosed or provided to Lockheed's Aeronautical Systems
  Group, which produces aircraft (except with the prior written consent of
   the proprietor of such data). Electronics and Missiles is required to use
   any such non-public proprietary data only in its capacity as the provider
of LANTIRN systems.                                                   

  (iv) The Companies are prohibited from modifying, upgrading or
  otherwise changing LANTIRN systems in any way that discriminates against
  any military aircraft manufacturer with regard to the performance of the
     aircraft or the time or cost required to integrate LANTIRN systems into the
aircraft                                                              

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unless such modifications are necessary to meet competition from other
products or are approved by the Secretary of Defense or his or her    
designees.                                                            

(v) The Companies are required to ensure that no non-public 
     proprietary data provided by expendable launch vehicle manufacturers to the
   Companies, when the Companies are acting in their capacities as providers
    of satellites, is disclosed or provided to those portions of the Companies
that manufacture or sell expendable launch vehicles or is used by the 
 Companies otherwise than in their capacities as providers of satellites
 (except with the prior written consent of the proprietor of such data).

In addition to the material substantive provisions summarized above, the Consent
Order contains procedural provisions, including a requirement that the Companies
provide a copy of the Consent Order to designated aircraft and expendable launch
vehicle manufacturers from whom they obtain non-public proprietary information, 
as well as a requirement that the Companies provide periodic compliance reports 
to the FTC. The term of the Consent Order is twenty (20) years.                 

The Companies do not believe that, if the Combination is consummated, 
compliance with the Consent Order will have a material adverse impact on the    
business, results of operations or financial condition of Lockheed Martin and   
its subsidiaries taken as a whole or on the operating sectors anticipated to be 
organized by Lockheed Martin as reportable business segments. See "BUSINESS OF  
LOCKHEED MARTIN" and "RECENT DEVELOPMENTS -- Lockheed Plea Agreement."          

At any time before or after the consummation of the Combination, and  
notwithstanding that the HSR Act waiting period has expired or been terminated, 
any federal or state antitrust authorities could take action under the antitrust
laws as they deem necessary or desirable in the public interest. Such action    
could include seeking to enjoin the consummation of the Combination or seeking  
divestiture of all or part of the assets of Lockheed or Martin Marietta. Neither
Lockheed nor Martin Marietta is obligated to agree to divest any of its or the  
other's material assets in order to obtain governmental approval. See "THE      
REORGANIZATION AGREEMENT -- Certain Covenants." Private parties may also seek to
take legal action under the antitrust laws under certain circumstances.         

     Foreign Approvals. The Combination required antitrust and other filings and
approvals in certain foreign jurisdictions. The parties believe that all        
required filings have been made, and all required approvals have been obtained. 
If it later appears that any foreign approval which the parties deem to be      
material for Lockheed Martin has not been obtained by the time the parties are  
otherwise ready to consummate the Combination, the parties may decide to delay  
consummation of the Combination or may seek to negotiate with the appropriate   
authorities a temporary "hold separate" or other arrangement with respect to    
operations in the jurisdiction in question, to the extent necessary to enable   
the parties to proceed with consummation of the Combination.                    

CERTAIN LITIGATION                                                              

Lockheed, Martin Marietta and the directors of Lockheed are parties to
three lawsuits filed in the Superior Court of the State of California, Richard  
Rampell and Frederick Rand v. Daniel M. Tellep, et al., filed August 31, 1994   
(the "Rampell Complaint"), Stanton Discount Pharmacy, Inc. v. Daniel M. Tellep, 
et al., filed September 12, 1994 (the "Stanton Complaint") and Rose Hadian v.   
Daniel M. Tellep, et al., filed October 27, 1994 (the "Hadian Complaint"), and  
one lawsuit filed in the Court of Chancery of the State of Delaware entitled    
Daniel Lifshitz v. Lockheed Corporation, et al., filed September 26, 1994 (the  
"Lifshitz Complaint"). Each of these lawsuits purports to be a class action on  
behalf of all Lockheed stockholders similarly situated. Martin Marietta,        
Lockheed and the directors of Martin Marietta are parties to a lawsuit filed in 
the Superior Court of the State or California, Doris R. Fish v. Marcus C.       
Bennett, et al., filed October 26, 1994 (the "Fish Complaint"). This lawsuit    
purports to be a class action on behalf of all Martin Marietta stockholders     
similarly situated.                                                             

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The Rampell Complaint alleges, among other things, that the defendants
either breached or aided and abetted the breach of various fiduciary duties by  
(i) failing to maximize stockholder value by conducting an auction for Lockheed 
or otherwise seeking out the highest possible bid for Lockheed; (ii) attempting 
unfairly to deprive plaintiffs and other members of the class of the true value 
of their interest in Lockheed; (iii) placing their personal interests ahead of  
those of Lockheed's public stockholders; (iv) using their positions for the     
purpose of benefiting themselves to the detriment of plaintiffs and other       
members of the class; (v) depriving the stockholders of the opportunity for     
substantial gains which Lockheed may realize; (vi) not acting independently so  
that the interests of Lockheed's public stockholders would be protected from    
conflicts of interest; (vii) failing to take all appropriate steps to enhance   
Lockheed's value and attractiveness as a merger, acquisition, restructuring or  
recapitalization candidate or to take steps to conduct an active auction for    
Lockheed; and (viii) entering into the Combination without regard to the        
fairness of the transaction to Lockheed's public stockholders. The Rampell      
Complaint seeks to have the court order the defendants to carry out their       
fiduciary duties, to enjoin the Combination, to rescind any transaction effected
by the defendants in an unfair manner and for an unfair price in the event that 
the Combination is not enjoined, to have defendants account for all profits and 
to have all such profits held in constructive trust for the benefit of the      
plaintiff class, and for unspecified monetary damages.                          

   The Stanton Complaint alleges, among other things, that the consideration
to be paid to Lockheed stockholders is unconscionable and unfair and grossly    
inadequate because, among other things, the intrinsic value of the Lockheed     
Common Stock is materially in excess of the amount offered for those securities.
The Stanton Complaint also alleges that the Lockheed directors, aided and       
abetted by Martin Marietta, have violated their fiduciary duties by allowing    
Martin Marietta to lock up Lockheed prematurely and to effectively cap the price
of Lockheed stock, thus depriving plaintiff and the class of an opportunity to  
realize any increase in the value of Lockheed stock and failing to maximize     
shareholder value, including by failing to actively pursue the acquisition of   
Lockheed by other companies (or conducting an adequate market check) and        
otherwise failing to protect the interests of the class. The Stanton Complaint  
seeks generally the same relief as the Rampell Complaint.                       

     The Hadian Complaint alleges, among other things, that the consideration to
be paid to Lockheed stockholders is unconscionable and unfair and grossly       
inadequate because, among other things, the intrinsic value of the Lockheed     
Common Stock is materially in excess of the amount offered for those securities 
and the consideration agreed upon did not result from an appropriate            
consideration of the value of the Lockheed Common Stock because the Lockheed    
directors approved the Combination without adopting proper procedures for       
Lockheed's value to be accurately ascertained through open bidding or at least a
"market check" mechanism. The Hadian Complaint also alleges that the            
Reorganization Agreement inhibits the maximization of shareholder value and     
Lockheed's stockholders will have no effective option other than to accept the  
unfair terms of the Reorganization Agreement. Further, the Hadian Complaint     
alleges that the Lockheed directors, aided and abetted by Martin Marietta, have 
breached their fiduciary duties (i) by adopting a "poison pill" antitakeover    
defense and a "lockup fee" provision, both of which are unconscionable and      
unreasonable devices, (ii) by allowing Martin Marietta to lock up Lockheed      
prematurely, which has allowed the price of the Lockheed Common Stock to be     
effectively capped, and (iii) by failing to maximize shareholder value and      
protect the interests of the Lockheed stockholders by, among other things,      
failing actively to pursue the acquisition of Lockheed by other companies or    
conducting an adequate market check. The Hadian Complaint seeks to have the     
court (a) enjoin the Combination, (b) require the defendants to make full and   
fair disclosure of the material facts prior to consummation of the Combination, 
(c) if the Combination is consummated, rescind the transaction, and (d) award   
unspecified monetary damages.                                                   

     The Lifshitz Complaint alleges, among other things, that the Combination is
demonstratively unequal and unfair to Lockheed's stockholders in that the terms 
of the Combination ignore Lockheed's greater financial strength and performance 
over the past four years. Further, the Lifshitz Complaint alleges that the      
defendants breached their fiduciary duties by (i) failing to maximize           
shareholder value or engage in open bidding or canvassing of the market to      
ensure that the terms of the Combination were fair; (ii) permitting the price of
Lockheed's stock to be effectively capped, thereby depriving the plaintiff and  
the class of the opportunity to realize any increase in the value of Lockheed's 
stock; (iii) engaging in a scheme, conspiracy                                   

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and plan to entrench themselves and unlawfully thwart offers and proposals from 
third parties; (iv) failing to fully inform themselves before taking, or        
agreeing to refrain from taking, action; (v) failing to act with complete       
candor; and (vi) triggering the provisions of the Lockheed Rights Agreement by  
permitting a change of control to occur under its terms. As discussed under "THE
COMBINATION -- Background," the directors amended the Lockheed Rights Agreement 
on August 29, 1994, to provide that the Combination will not be an event that   
triggers the exercisability of rights under the Lockheed Rights Agreement.      

    The Lifshitz Complaint seeks injunctive relief declaring that the Lockheed
directors have committed a gross abuse of trust and have breached their         
fiduciary duties to the plaintiff class, declaring the Lockheed Rights Agreement
void, requiring Lockheed's directors to fulfill their fiduciary duties to       
maximize shareholder value by exploring third-party interests and accepting the 
highest offer obtainable for the public stockholders or by permitting the       
stockholders to make the decision free of any coercion, and for unspecified     
monetary damages.                                                               

  The Fish Complaint alleges, among other things, that the defendants have
engaged in a plan and scheme to benefit themselves at the expense of Martin     
Marietta's public stockholders and to deprive them of the true value of their   
investment in Martin Marietta. The Fish Complaint further alleges that the      
defendants breached their fiduciary duties by: (i) not acting independently so  
that the interests of the Martin Marietta public stockholders would be          
protected; (ii) not adequately ensuring that no conflicts of interests exist;   
(iii) not taking all appropriate steps to enhance Martin Marietta's value and   
attractiveness as a merger, acquisition, restructuring or recapitalization      
candidate; and (iv) not taking steps to conduct an active auction for Martin    
Marietta. In addition, the Fish Complaint alleges that (i) the exchange ratio is
unfair to Martin Marietta stockholders in that it fails to take into account    
Martin Marietta's increasing profitability as compared to Lockheed's, (ii) the  
exchange ratio is unfair to holders of Martin Marietta Common Stock in that they
will own only a minority stake in Lockheed Martin if GE converts its Martin     
Marietta Series A Preferred Stock, (iii) the $100 million termination fee       
effectively rules out any serious chance for a fair and free auction and (iv)   
the defendants have failed to disclose, among other things, the full extent of  
the potential for growth and value potential of Martin Marietta. The Fish       
Complaint seeks to have the court (i) order the defendants to carry out their   
fiduciary duties, including those of loyalty, due care and candor; (ii) rescind 
any transactions effected by the defendants in an unfair manner and for an      
unfair price, (iii) enjoin the complained of transaction or any related         
transactions and (iv) order defendants to pay monetary damages.                 

Settlement discussions with respect to the pending litigations began  
between the parties on or about January 4, 1995. During these discussions,      
counsel for the plaintiffs requested and shortly thereafter received document   
discovery from Lockheed and Martin Marietta relating to the Combination. Counsel
for the plaintiffs also announced their intention to consolidate all of the     
shareholder class actions into a single case and to file an amended class action
and derivative complaint in California in the lead case, the Rampell Complaint  
referenced above, incorporating all of the existing claims from the original    
complaints, and adding claims relating to: (i) the formation of Lockheed's      
Employee Stock Ownership Plan in 1989 after the disclosure by Valhi, Inc. and   
persons related to it that they owned 5.3% of the Lockheed Common Stock; (ii)   
Lockheed's plea agreement as described under "RECENT DEVELOPMENTS -- Lockheed   
Plea Agreement" and Lockheed's payment of $24.8 million in fines and penalties  
to the United States in that action; (iii) the compensation to be paid to       
certain Martin Marietta officers and executives as a result of the Combination; 
and (iv) disclosures made and proposed to be made to stockholders of Lockheed   
and Martin Marietta. The parties continued their discussions regarding a        
settlement of the claims alleged in the complaints referred to above (as well as
the claims expected to be alleged in the revised Rampell Complaint) and, in the 
course of negotiations, reached an oral agreement in principle on January 30,   
1995 with respect to the terms of a proposed settlement of such claims. On      
February 2, 1995 the Rampell Complaint was amended to include the allegations   
referred to above.                                                              

    The agreement in principle, which is subject to the execution and delivery
of a mutually-satisfactory stipulation of settlement (a "Stipulation"),         
contemplates a settlement subject to Court approval involving the following     
elements: (a) Lockheed Martin would agree, subject to any restrictions imposed  
by Maryland law, to pay a regular quarterly dividend of $0.40 (rather than      
$0.35, as otherwise contemplated) per share on each outstanding share of        
Lockheed Martin Common Stock for each of the first three quarters after         
consummation                                                                    

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of the Combination and approval of the settlement in which net income (excluding
non-recurring restructure costs and extraordinary charges and transaction       
expenses) is sufficient to pay such a dividend; (b) the provisions of Section   
6.7 of the Reorganization Agreement would be amended to permit either Lockheed  
or Martin Marietta to initiate discussions with third parties regarding business
combination transactions if either company's Board of Directors, upon written   
advice of counsel, has determined that it is in the best interests of such      
company's stockholders to initiate such discussions; (c) the termination fee    
specified in Section 8.2 of the Reorganization Agreement would be reduced from  
$100 million to $50 million; (d) this Joint Proxy Statement/Prospectus would    
reflect certain additional disclosures proposed by counsel for plaintiffs; (e)  
in part as a result of the pendency of the plaintiffs' actions, Lockheed would  
agree to strengthen its policies and procedures to help to insure compliance    
with the Foreign Corrupt Practices Act; and (f) Lockheed Martin would agree to  
the payment of $6 million in counsel fees and expenses to plaintiffs' counsel   
with interest from the date plaintiffs' counsel delivers to defendants' counsel 
a draft of the Stipulation.                                                     

It is contemplated that the proposed settlement will be expressly     
conditioned upon (i) the Combination being consummated substantially on the     
terms set forth in the Reorganization Agreement, (ii) Lockheed and Martin       
Marietta receiving evidence satisfactory to them that the provisions of the     
proposed settlement will not result in the pooling of interests method of       
accounting for the Combination being unavailable under the requirements of APB  
No. 16; (iii) certification of the stockholder classes (for the purpose of      
obtaining approval of the Stipulation and entry of an appropriate judgment);    
(iv) court approval of the Stipulation; and (v) final dismissal of the actions  
with prejudice and release of the claims asserted in such actions with          
prejudice.                                                                      

   As discussed above, the Combination is structured as a "merger of equals"
and does not involve a sale of Lockheed or Martin Marietta, and the Lockheed    
Board and the Martin Marietta Board have thoroughly reviewed the terms and      
conditions of the Combination and have determined that the Combination is in the
best interests of their respective stockholders (see "-- Background",           
"-- Recommendation of Lockheed Board; Lockheed's Reasons for the Combination"   
and "-- Recommendation of Martin Marietta Board; Martin Marietta's Reasons for  
the Combination"). Lockheed, Martin Marietta and the other defendants have      
denied, and continue to deny, that they have committed any violations of law,   
and they have agreed in principle to the proposed settlement in order to        
eliminate the burden and expense of further litigation and to facilitate the    
consummation of a transaction that they believe to be in the best interests of  
the stockholders of Lockheed and Martin Marietta. On February 7, 1995 Lockheed, 
Martin Marietta and Lockheed Martin made the amendments to Sections 6.7 and 8.2 
of the Reorganization Agreement contemplated by the terms of the proposed       
settlement. Prior to reaching the agreement in principle described above,       
plaintiffs' counsel reviewed the internal financial forecasts for Lockheed      
through 1998 prepared by management of Lockheed and reviewed by Lockheed's Board
in connection with its consideration of the Combination. See "-- Recommendation 
of Lockheed Board; Lockheed's Reasons for the Combination". If the proposed     
settlement described above is not consummated, Lockheed, the Lockheed directors,
Martin Marietta and the Martin Marietta directors intend to contest the claims  
asserted against them in these lawsuits.                                        

STOCK EXCHANGE LISTING                                                          

    Lockheed Martin expects to apply for the listing of Lockheed Martin Common
Stock on the NYSE, and it is anticipated that such shares will trade on the NYSE
upon official notice of issuance, under the symbol LMT. It is a condition to the
Combination that the shares of Lockheed Martin Common Stock issuable in the     
Combination be approved for listing on the NYSE upon official notice of         
issuance.                                                                       

DELISTING AND DEREGISTRATION OF LOCKHEED COMMON STOCK AND MARTIN MARIETTA COMMON
STOCK; CESSATION OF PERIODIC REPORTING                                          

If the Combination is consummated, Lockheed Common Stock and Martin   
Marietta Common Stock will cease to be listed on the NYSE and the other         
exchanges on which such securities are listed. In such event, Lockheed Martin   
intends to apply to the Commission for the deregistration of such securities. In
addition,                                                                       

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Lockheed Martin may guarantee Lockheed's or Martin Marietta's publicly held debt
(or a portion of such debt). In such event, Lockheed or Martin Marietta, as the 
case may be, intends to seek to obtain a no-action letter from the Commission   
permitting it to cease filing periodic reports pursuant to the Exchange Act.    

FEDERAL SECURITIES LAWS CONSEQUENCES                                            

    All shares of Lockheed Martin Common Stock received by Lockheed and Martin
Marietta stockholders in the Combination will be freely transferable, except    
that shares of Lockheed Martin Common Stock received by persons who are deemed  
to be "affiliates" (as such term is defined under the Act) of Lockheed or Martin
Marietta prior to the Combination may be resold by them only in transactions    
permitted by the resale provisions of Rule 145 promulgated under the Act (or    
Rule 144 in the case of such persons who become affiliates of Lockheed Martin)  
or as otherwise permitted under the Act. Persons who may be deemed to be        
affiliates of Lockheed, Martin Marietta or Lockheed Martin generally include    
individuals or entities that control, are controlled by, or are under common    
control with, such party and may include certain officers and directors of such 
party as well as principal stockholders of such party. The Reorganization       
Agreement requires Lockheed and Martin Marietta to use reasonable efforts to    
cause each of their affiliates to execute a written agreement to the effect that
such persons will not offer or sell or otherwise dispose of any of the shares of
Lockheed Martin Common Stock or Lockheed Martin Series A Preferred Stock, as the
case may be, issued to such persons in or pursuant to the Combination in        
violation of the Act or the rules and regulations promulgated by the Commission 
thereunder.                                                                     

APPRAISAL RIGHTS                                                                

Holders of Lockheed Common Stock are not entitled to dissenters' or   
appraisal rights in connection with the Pacific Sub Merger because the Lockheed 
Common Stock is listed on a national securities exchange and the shares of      
Lockheed Martin Common Stock that such holders will be entitled to receive in   
the Pacific Sub Merger will also be listed on a national securities exchange.   
Holders of Martin Marietta Common Stock are not entitled to dissenters' or      
appraisal rights in connection with the Atlantic Sub Merger because the Martin  
Marietta Common Stock is listed on a national securities exchange.              

    GE, as the holder of Martin Marietta Series A Preferred Stock, is entitled
to exercise appraisal rights under Title 3, Subtitle 2 of the MGCL. However, the
management of GE has agreed to recommend to its Board of Directors that such    
shares be voted in favor of the Combination Proposal and not to assert any      
dissenters' or appraisal rights under the MGCL in connection with the           
transactions set forth in the Reorganization Agreement. See "OWNERSHIP OF       
LOCKHEED, MARTIN MARIETTA AND LOCKHEED MARTIN -- Martin Marietta."              

THE REORGANIZATION AGREEMENT

GENERAL                                                                         

  The Reorganization Agreement provides for the merger of Atlantic Sub and
Pacific Sub with and into Martin Marietta and Lockheed, respectively. As a      
result of the Combination, Martin Marietta and Lockheed will become wholly owned
subsidiaries of Lockheed Martin. In the Combination, stockholders of Martin     
Marietta and Lockheed will receive the consideration described below. The       
Combination will be accomplished pursuant to the Mergers. The Mergers will      
become effective in accordance with Articles of Merger to be filed with the     
Department of Assessments and Taxation of the State of Maryland in the case of  
the Atlantic Sub Merger, and a Certificate of Merger to be filed with the       
Secretary of State of Delaware in the case of the Pacific Sub Merger. Such      
filings are anticipated to take place as soon as practicable after the last of  
the conditions precedent to the Combination set forth in the Reorganization     
Agreement have been satisfied or, where permissible, waived, which is expected  
to occur shortly after the Special Meetings. The following description of the   
Reorganization Agreement is qualified in its entirety by reference to the       
complete text of the Reorganization Agreement, which is incorporated by         
reference herein and a copy of which is annexed to this Joint Proxy             
Statement/Prospectus as Appendix I.                                             

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CONSIDERATION TO BE RECEIVED IN THE COMBINATION                                 

     Atlantic Sub Merger. Upon consummation of the Atlantic Sub Merger, pursuant
to the Reorganization Agreement and the Atlantic Merger Agreement, (i) each     
outstanding share of Martin Marietta Common Stock will be converted into the    
right to receive one share of Lockheed Martin Common Stock, (ii) each           
outstanding share of Martin Marietta Series A Preferred Stock will be converted 
into the right to receive one share of Lockheed Martin Series A Preferred Stock 
and (iii) each outstanding share of Martin Marietta Common Stock owned by       
Lockheed or any subsidiary of Lockheed will be cancelled and cease to exist. For
a description of Lockheed Martin Common Stock, see "DESCRIPTION OF LOCKHEED     
MARTIN CAPITAL STOCK -- Common Stock." For a description of the designations,   
preferences, rights and qualifications, limitations and restrictions of the     
Lockheed Martin Series A Preferred Stock, see "DESCRIPTION OF LOCKHEED MARTIN   
CAPITAL STOCK -- Series A Preferred Stock."                                     

   Pacific Sub Merger. Upon consummation of the Pacific Sub Merger, pursuant
to the Reorganization Agreement and the Pacific Merger Agreement, (i) each      
outstanding share of Lockheed Common Stock will be converted into the right to  
receive 1.63 shares of Lockheed Martin Common Stock and (ii) each outstanding   
share of Lockheed Common Stock owned by Martin Marietta or any subsidiary of    
Martin Marietta or held by Lockheed in its treasury will be cancelled and cease 
to exist. Fractional shares of Lockheed Martin Common Stock will not be issued  
in the Pacific Sub Merger. Holders of Lockheed Common Stock otherwise entitled  
to a fractional share will be paid an amount in cash equal to such fractional   
part of a share of Lockheed Martin Common Stock multiplied by the closing price 
of a share of Lockheed Martin Common Stock on the NYSE on the last business day 
preceding the Merger Date if such stock is then being traded, including without 
limitation trading on a "when issued" basis, and otherwise the closing price on 
the first business day that such stock is traded. For a description of Lockheed 
Martin Common Stock, see "DESCRIPTION OF LOCKHEED MARTIN CAPITAL STOCK -- Common
Stock."                                                                         

  For a description of the treatment of Lockheed and Martin Marietta stock
options and other employee benefit plans under the Reorganization Agreement, see
"-- Certain Benefits Matters" and "THE COMBINATION -- Interests of Certain      
Persons in the Combination."                                                    

    Exchange of Shares. Promptly after the Merger Date, transmittal forms will
be mailed to each holder of record of shares of Lockheed Common Stock, Martin   
Marietta Common Stock and Martin Marietta Series A Preferred Stock to be used in
forwarding certificates evidencing such shares for surrender and exchange for   
certificates evidencing the shares of Lockheed Martin Common Stock or Lockheed  
Martin Series A Preferred Stock, as the case may be, to which such holder has   
become entitled and, if applicable, cash in lieu of a fractional share of       
Lockheed Martin Common Stock. After receipt of such transmittal form, each      
holder of certificates formerly representing Lockheed Common Stock, Martin      
Marietta Common Stock or Martin Marietta Series A Preferred Stock should        
surrender such certificates, together with a duly completed transmittal form, to
First Chicago Trust Company of New York, as exchange agent (the "Exchange       
Agent"), and each such holder will receive in exchange therefor certificates    
evidencing the whole number of shares of Lockheed Martin Common Stock or        
Lockheed Martin Series A Preferred Stock, as the case may be, to which he or she
is entitled and any cash which may be payable in lieu of a fractional share.    
Such transmittal forms will be accompanied by instructions specifying other     
details of the exchange.                                                        

 STOCKHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES UNTIL THEY RECEIVE A
TRANSMITTAL FORM.                                                               

   After the Merger Date, each certificate evidencing Martin Marietta Common
Stock or Martin Marietta Series A Preferred Stock (other than certificates      
evidencing shares owned by Lockheed or its subsidiaries (which will be          
cancelled)), or Lockheed Common Stock (other than certificates evidencing shares
owned by Martin Marietta or its subsidiaries or shares held by Lockheed in its  
treasury (which will be cancelled)), until so surrendered and exchanged, will be
deemed, for all purposes, to evidence only the right to receive the number of   
shares of Lockheed Martin Common Stock or Lockheed Martin Series A Preferred    
Stock, as the case may be, which the holder of such certificate is entitled to  
receive and the right to receive any cash payment in lieu of a fractional share 
of Lockheed Martin Common Stock. The holder of such unexchanged certificate will
not be entitled to receive any dividends or other distributions payable by      
Lockheed Martin until the certificate is surrendered. Subject to applicable laws
such dividends and distributions, if any, will be                               

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accumulated and, at the time of such surrender, all such unpaid dividends and   
distributions, together with any cash payment in lieu of a fractional share,    
will be paid, without interest.                                                 

LOCKHEED MARTIN FOLLOWING THE COMBINATION                                       

The Reorganization Agreement provides that the Board of Directors of  
Lockheed Martin (the "Lockheed Martin Board") will have 24 members, twelve of   
whom will initially be designated by Martin Marietta and twelve of whom will    
initially be designated by Lockheed. Membership on the major committees of the  
Lockheed Martin Board will initially consist of an equal number of designees of 
Martin Marietta and Lockheed. See "MANAGEMENT OF LOCKHEED MARTIN -- Directors"  
and "-- Committees of the Board of Directors." In addition, the Reorganization  
Agreement states that it is the intention of the parties thereto that the       
initial quarterly dividend with respect to Lockheed Martin Common Stock will be 
at the annual rate of $1.40 per share, subject to approval and declaration by   
the Lockheed Martin Board. (See "THE COMBINATION -- Certain Litigation" for a   
description of a proposed litigation settlement that would, if consummated,     
result in an increase in the rate of such dividend for three quarters following 
consummation of the Combination.)                                               

CONDITIONS TO THE COMBINATION                                                   

     The obligation of Martin Marietta to effect the Atlantic Sub Merger and the
obligation of Lockheed to effect the Pacific Sub Merger are each subject to the 
simultaneous effectuation by the other of the Merger to which the other is a    
party and to all the following additional conditions: (a) the holders of shares 
of Martin Marietta Common Stock and Martin Marietta Series A Preferred Stock,   
voting together as a single class, shall have duly approved the Reorganization  
Agreement and the Atlantic Merger Agreement, and the holders of shares of       
Lockheed Common Stock shall have duly approved and adopted the Reorganization   
Agreement and the Pacific Merger Agreement, all in accordance with applicable   
law; (b) no statute, rule, regulation, executive order, decree or injunction    
shall have been enacted, entered, promulgated or enforced by any court or       
governmental authority which prohibits the consummation of the Combination      
substantially on the terms contemplated by the Reorganization Agreement; (c) the
Registration Statement shall have become effective in accordance with the       
provisions of the Act, and no stop order suspending such effectiveness shall    
have been issued and remain in effect; (d) the shares of Lockheed Martin Common 
Stock issuable in the Combination shall have been approved for listing on the   
NYSE upon official notice of issuance; (e) any applicable waiting period under  
the HSR Act shall have expired or been terminated and any other material Martin 
Marietta Required Statutory Approvals and Lockheed Required Statutory Approvals 
(each as defined in the Reorganization Agreement) shall have been obtained at or
prior to the Merger Date, except where the failure to obtain such other Martin  
Marietta Required Statutory Approvals or other Lockheed Required Statutory      
Approvals would not have a material adverse affect on the transactions          
contemplated by the Reorganization Agreement or on the business, results of     
operations or financial condition of Martin Marietta and its subsidiaries taken 
as a whole or Lockheed and its subsidiaries taken as a whole, as the case may   
be; (f) each of Martin Marietta and Lockheed shall have received a letter from  
its independent auditors, dated the Merger Date, in form and substance          
reasonably satisfactory to it, stating that they concur with the conclusions of 
Lockheed's and Martin Marietta's managements that the transactions contemplated 
pursuant to the Reorganization Agreement will qualify as transactions to be     
accounted for in accordance with the pooling of interests method of accounting  
under the requirements of APB No. 16; and (g) each of Martin Marietta and       
Lockheed shall have received an opinion of its tax counsel, confirming the      
earlier opinion of such counsel, to the effect that neither it nor any of its   
stockholders will recognize gain or loss for Federal income tax purposes as a   
result of the Merger to which it is a party (other than in respect of any cash  
paid in lieu of fractional shares).                                             

The obligation of Martin Marietta to effect the Atlantic Sub Merger is
further subject to all the following conditions: (a) the representations and    
warranties of Lockheed contained in the Reorganization Agreement shall in all   
material respects be true as of the Merger Date with the same effect as though  
made as of the Merger Date (except for changes specifically permitted by the    
terms of the Reorganization Agreement); (b) Lockheed shall in all material      
respects have performed all obligations and complied with all covenants required
by the Reorganization Agreement to be performed or complied with by it prior to 
the Merger Date;                                                                

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and (c) Lockheed shall have delivered to Martin Marietta a certificate, dated   
the Merger Date and signed by its Chairman of the Board and Chief Executive     
Officer or its President to both such effects.                                  

The obligation of Lockheed to effect the Pacific Sub Merger is further
subject to all the following conditions: (a) the representations and warranties 
of Martin Marietta contained in the Reorganization Agreement shall in all       
material respects be true as of the Merger Date with the same effect as though  
made as of the Merger Date (except for changes specifically permitted by the    
terms of the Reorganization Agreement); (b) Martin Marietta shall in all        
material respects have performed all obligations and complied with all covenants
required by the Reorganization Agreement to be performed or complied with by it 
prior to the Merger Date; and (c) Martin Marietta shall have delivered to       
Lockheed a certificate, dated the Merger Date and signed by its Chairman of the 
Board and Chief Executive Officer or its President and Chief Operating Officer, 
to both such effects.                                                           

  All the conditions to the Combination must either be satisfied or waived
prior to consummation of the Combination.                                       

REPRESENTATIONS AND WARRANTIES                                                  

The Reorganization Agreement contains certain representations and     
warranties of the parties including, without limitation, representations by each
of Martin Marietta and Lockheed as to due organization, authorized capital      
stock, corporate authority to enter into the transactions, recent reports and   
financial statements, absence of undisclosed liabilities and violations of law, 
compliance with environmental laws and regulations, absence of undisclosed      
employee benefit plan liabilities, absence of certain changes or events and     
undisclosed investigations or litigation, the accuracy of this Joint Proxy      
Statement/Prospectus, accounting matters, rights agreements, ownership of each  
other's common stock and tax matters.                                           

CERTAIN COVENANTS                                                               

     The Reorganization Agreement requires that, until the Merger Date (or until
the Reorganization Agreement is terminated, if it is terminated prior to the    
Merger Date) Martin Marietta and Lockheed will conduct their respective         
operations in accordance with their ordinary and usual course of business,      
subject to various exceptions. The Reorganization Agreement also contains other 
covenants which, subject to various exceptions, obligate Lockheed and Martin    
Marietta to use their reasonable efforts to maintain their relationships with   
customers; to notify each other of changes in the normal course of their        
businesses; not to declare dividends (other than their regular quarterly cash   
dividends); not to enter into or modify employment agreements or benefit plans; 
not to engage in any other transactions involving any form of business          
combination or sale of a material amount of assets; and to take or refrain from 
taking other specified actions.                                                 

 The Reorganization Agreement contains certain other covenants including
covenants relating to public announcements, access to personnel and data,       
cooperation regarding certain filings with governmental and other agencies and  
organizations, obtaining auditors' comfort letters and affiliate agreements, and
future reports and financial statements.                                        

   Pursuant to the Reorganization Agreement, each of the parties thereto has
agreed to use its reasonable efforts to take, or cause to be taken, all action  
and to do, or cause to be done, all things necessary, proper or advisable under 
applicable law and regulation to consummate and make effective the Combination  
in accordance with the terms of the Reorganization Agreement and the related    
merger agreements. Martin Marietta and Lockheed are not required, however, to   
agree to the divestiture of any of its or the other party's material assets in  
order to obtain any governmental approval.                                      

NO SOLICITATION OF TRANSACTIONS                                                 

The Reorganization Agreement provides that neither Martin Marietta nor
Lockheed nor any of their respective officers, directors or agents will directly
or indirectly, encourage, solicit or initiate discussions or negotiations with, 
or engage in negotiations or discussions with, or provide any nonpublic         
information to, any corporation, partnership, person or other entity or group   
concerning any merger, sale of substantial assets, sale of shares of capital    
stock or similar transactions involving Martin Marietta or Lockheed or any of   
their respective subsidiaries or divisions, unless its Board of Directors, upon 
written advice of counsel, has                                                  

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determined that it is in the best interests of such company's stockholders to do
so. In the event Martin Marietta or Lockheed receives any proposal concerning   
any such transaction, such party shall promptly advise the other as to any such 
proposal and as to any discussions conducted in connection therewith.           

CERTAIN BENEFITS MATTERS                                                        

    Pursuant to the Reorganization Agreement, simultaneously with the Atlantic
Sub Merger, (i) each outstanding option to purchase or acquire a share of Martin
Marietta Common Stock under option plans presently maintained by Martin Marietta
("Martin Marietta Option Plans") will be converted into an option to purchase   
that number of shares of Lockheed Martin Common Stock which could have been     
obtained upon the exercise of such option at the same exercise price, and all   
references in each such option to Martin Marietta shall be deemed to refer to   
Lockheed Martin, where appropriate, (ii) each outstanding stock appreciation    
right under the Martin Marietta Option Plans ("Martin Marietta SAR") to receive 
a cash payment based on the Martin Marietta Common Stock will be converted into 
a stock appreciation right to receive a cash payment based on the same number of
shares of Lockheed Martin Common Stock and at the same base price as applied to 
the Martin Marietta SAR, and all references in each Martin Marietta SAR to      
Martin Marietta shall be deemed to refer to Lockheed Martin, where appropriate, 
(iii) Lockheed Martin will assume the obligations of Martin Marietta under the  
Martin Marietta Option Plans and (iv) each outstanding award made pursuant to   
Martin Marietta's Amended and Restated Long Term Performance Incentive          
Compensation Plan and its predecessor plans will be amended or converted into a 
similar instrument of Lockheed Martin, in either case with such adjustments to  
the terms of such awards, including but not limited to, the formula setting     
forth the redemption value of such awards, as are appropriate to preserve the   
value inherent in such awards with no detrimental effects on the holders thereof
without their consent. Subject to approval of the Omnibus Plan Proposal, no     
additional options or awards will be granted pursuant to the Martin Marietta    
Option Plan after the Atlantic Sub Merger. See "THE COMBINATION -- Interests of 
Certain Persons in the Combination -- Martin Marietta."                         

In addition, simultaneously with the Pacific Sub Merger, (i) each     
outstanding option (and related stock appreciation right ("Lockheed SAR"), if   
any) to purchase or acquire a share of Lockheed Common Stock under option plans 
presently maintained by Lockheed ("Lockheed Option Plans") will be converted    
into an option (together with a related stock appreciation right of Lockheed    
Martin, if applicable), to purchase 1.63 times the number of shares of Lockheed 
Martin Common Stock which could have been obtained upon the exercise of each    
such option, at an exercise price per share equal to the exercise price for each
such share of Lockheed Common Stock subject to an option (and related Lockheed  
SAR, if any) under the Lockheed Option Plans divided by 1.63, and all references
in each such option (and related Lockheed SAR, if any) to Lockheed shall be     
deemed to refer to Lockheed Martin, where appropriate and (ii) Lockheed Martin  
will assume the obligations of Lockheed under the Lockheed Option Plans. Subject
to approval of the Omnibus Plan Proposal, no additional options or awards will  
be granted pursuant to the Lockheed Option Plans after the Pacific Sub Merger.  
See "THE COMBINATION -- Interests of Certain Persons in the Combination --      
Lockheed."                                                                      

   In the Reorganization Agreement, Martin Marietta and Lockheed have agreed
that effective as of the Merger Date, and subject to approval of the Omnibus    
Plan Proposal, Lockheed Martin will adopt the Lockheed Martin Omnibus Plan for  
the purpose of granting stock options, restricted stock, stock appreciation     
rights or other stock based incentive awards to such employees of Lockheed      
Martin, Martin Marietta and Lockheed, and their respective subsidiaries in such 
amounts and upon such terms and conditions as the Compensation Committee of the 
Lockheed Martin Board, shall, in its sole discretion, determine (subject to the 
provisions of the Lockheed Martin Omnibus Plan). See "LOCKHEED MARTIN 1995      
OMNIBUS PERFORMANCE AWARD PLAN."                                                

INDEMNIFICATION AND INSURANCE                                                   

     The Reorganization Agreement provides that, for a period of six years after
the Merger Date, Lockheed Martin will cause to be maintained in effect (a) the  
current provisions regarding indemnification of officers and directors contained
in the charter and bylaws of Martin Marietta and the certificate of             
incorporation and bylaws and officers' and directors' indemnification agreements
of Lockheed, and (b) the current policies of                                    

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directors' and officers' liability insurance and fiduciary liability insurance  
maintained by Martin Marietta and Lockheed (provided that Lockheed Martin may   
substitute therefor policies of at least the same coverage and amounts          
containing terms and conditions which are, in the aggregate, no less            
advantageous to the insured) with respect to claims arising from facts or events
which occurred on or before the Merger Date.                                    

TERMINATION                                                                     

  The Reorganization Agreement may be terminated and abandoned at any time
prior to the Merger Date, whether before or after approval by the respective    
stockholders of Martin Marietta and Lockheed: (a) by the mutual written consent 
of Martin Marietta and Lockheed; (b) by Martin Marietta or Lockheed if the      
Merger Date shall not have occurred on or before March 31, 1995; (c) by Martin  
Marietta or Lockheed if any court of competent jurisdiction in the United States
or other United States governmental body shall have issued an order, decree or  
ruling or taken any other action restraining, enjoining or otherwise prohibiting
the Combination on substantially the terms contemplated by the Reorganization   
Agreement and such order, decree, ruling or other action shall have become final
and non-appealable; (d) by Martin Marietta if (i) the Lockheed Board shall have 
altered its determination to recommend that the stockholders of Lockheed adopt  
and approve the Reorganization Agreement or (ii) any third party or group shall 
have acquired, after the date of the Reorganization Agreement, beneficial       
ownership of 15% or more of the outstanding shares of Lockheed Common Stock; (e)
by Lockheed if (i) the Martin Marietta Board shall have altered its             
determination to recommend that the stockholders of Martin Marietta approve the 
Reorganization Agreement or (ii) any third party or group shall have acquired,  
after the date of the Reorganization Agreement, beneficial ownership of 15% or  
more of the outstanding shares of Martin Marietta Common Stock; (f) by Lockheed 
or Martin Marietta if there shall have been a material breach by the other of   
any of its representations, warranties, covenants or agreements contained in the
Reorganization Agreement and such breach shall not have been cured within 30    
days after notice thereof shall have been received by the party alleged to be in
breach; or (g) by Martin Marietta or Lockheed if, other than as a result of a   
breach by it, it reasonably concludes that any of the conditions to its         
obligations under the Reorganization Agreement described in clauses (b) through 
(g) in the first paragraph under "-- Conditions to the Combination" shall have  
become impossible of fulfillment. In the event of termination of the            
Reorganization Agreement as described in this paragraph, the Reorganization     
Agreement will terminate (except for certain provisions relating to the return  
of documents, termination fee and expenses), and there will be no other         
liability on the part of Martin Marietta or Lockheed to the other except        
liability arising under the Confidentiality and Standstill Agreement and arising
out of a willful breach of the Reorganization Agreement.                        

 In the event of a termination by Martin Marietta as described in clause
(d)(i) of the preceding paragraph following receipt by Lockheed of an           
Acquisition Proposal (as defined below), or as described in clause (d)(ii) of   
the preceding paragraph, or a termination by Lockheed as described in clause    
(e)(i) of the preceding paragraph following receipt by Martin Marietta of an    
Acquisition Proposal, or as described in clause (e)(ii) of the preceding        
paragraph, the terminating party will be paid a fee of $50 million by the other 
party within two business days of such termination. For purposes of the         
Reorganization Agreement, the term "Acquisition Proposal" means any bona fide   
proposal made by a third party to (i) acquire beneficial ownership (as defined  
under Rule 13(d) of the Exchange Act) of a majority equity interest in either   
Martin Marietta or Lockheed pursuant to a merger, consolidation or other        
business combination, sale of shares of capital stock, tender offer or exchange 
offer or similar transaction, including, without limitation, any single or      
multi-step transaction or series of related transactions which is structured to 
permit such third party to acquire beneficial ownership of a majority or greater
equity interest in Martin Marietta or Lockheed, (ii) purchase all or            
substantially all of the business or assets of Martin Marietta or Lockheed or   
(iii) otherwise effect a business combination involving Martin Marietta or      
Lockheed.                                                                       

   Pursuant to the Confidentiality and Standstill Agreement, until March 29,
1997, the parties have agreed that neither Lockheed nor Martin Marietta nor any 
of their respective controlled subsidiaries will, unless specifically invited by
the other party, (i) acquire, offer to acquire, or agree to acquire, directly or
indirectly, by purchase or otherwise, any voting securities, or direct or       
indirect rights to acquire any voting securities, of the other party, or any    
assets of the other party or any subsidiary or division thereof or of any such  
successor or controlling person; (ii) make, or in any way participate in,       
directly or indirectly, any "solicitation" of "proxies"                         

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(as such terms are used in the rules of the Commission) to vote, or seek to     
advise or influence any person or entity with respect to the voting of, any     
voting securities of the other party; (iii) make any public announcement with   
respect to, or submit a proposal for, or offer of (with or without conditions)  
any extraordinary transactions involving the other party or its securities or   
assets; or (iv) form, join or in any way participate in a "group" (as defined in
Section 13(d)(3) of the Exchange Act) in connection with any of the foregoing.  
The parties also agreed that until March 29, 1997, neither will publicly request
the other (its officers, directors, employees and agents) or publicly disclose  
any request, directly or indirectly, to waive any of the provisions described in
this paragraph.                                                                 

EXPENSES                                                                        

  The Reorganization Agreement states that in the event Martin Marietta or
Lockheed fails to recommend the transaction contemplated thereby to its         
stockholders, or withdraws any such recommendation previously made and the      
Combination is not consummated, such party will (unless a fee has become payable
as described in the second paragraph under "-- Termination" or unless such      
failure to recommend or such withdrawal was a result of a breach of the         
Reorganization Agreement by the other party) at the time of termination of the  
Reorganization Agreement pay to the other party an amount equal to such other   
party's actual costs and expenses incurred in connection with the transaction,  
provided that such reimbursement shall not exceed $15 million.                  

Pursuant to the Reorganization Agreement, except as described in the  
preceding paragraph, whether or not the Combination is consummated, all costs   
and expenses incurred in connection with the transactions contemplated thereby  
will be paid by the party incurring such expenses, except that the expenses     
incurred in connection with printing this Joint Proxy Statement/Prospectus and  
any expenses incurred by Lockheed Martin relating to the issuance, registration 
and listing of the Lockheed Martin Common Stock and the Lockheed Martin Series A
Preferred Stock and the qualification thereof under state blue sky or securities
laws, will be paid in equal shares by Martin Marietta and Lockheed.             

BUSINESS OF LOCKHEED

    Lockheed's primary businesses involve research, development and production
of aerospace products, systems and services. During 1993, approximately 77% of  
sales were to the United States government (approximately 64% in defense        
programs and approximately 13% in nondefense programs). During 1993, sales to   
foreign governments accounted for approximately 13% of revenues and sales to    
commercial customers accounted for approximately 10% of revenues. Sales made to 
foreign governments through the United States government are included in sales  
to foreign governments.                                                         

     Lockheed's operating companies are aligned into four segments: Aeronautical
Systems, Missiles and Space Systems, Electronic Systems and Technology Services.

The Aeronautical Systems segment comprises design and production of   
fighter/bomber aircraft, special mission and high performance aircraft, and     
systems for military operations, for airlift, for antisubmarine warfare, and for
reconnaissance and surveillance; and aircraft modification and maintenance for  
military and civilian customers. Lockheed is the prime contractor on the F-16   
"Fighting Falcon" fighter aircraft, the F-22 air superiority fighter program and
the C-130 airlift aircrafts. Lockheed is also involved in upgrading aircraft,   
including the U-2 reconnaissance aircraft and the F-117 fighter bomber.         

   The Missiles and Space Systems segment comprises military and civil space
systems, research laboratories, strategic fleet ballistic missiles, tactical    
defense missiles and communications systems. Lockheed is the prime contractor on
the Trident II, a submarine launched, strategic deterrent, fleet ballistic      
missile, the Milstar communications satellite and the Theater High Altitude Area
Defense (THAAD) program which is intended to be a system capable of intercepting
theater ballistic missiles at high altitudes and long ranges. Lockheed also is a
principal subcontractor on the space station, has contracted to build spacecraft
for Motorola's Iridium TM/SM global communication system and has created a      
partnership with two of the Russian Federation's major aerospace firms with     
worldwide rights to Russia's Proton rocket, and offers Lockheed Launch Vehicle  
services.                                                                       

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    The Electronic Systems segment participates in both defense and commercial
markets. For defense markets, Lockheed develops and manufactures radio          
frequency, infrared, and electro-optic countermeasures systems; mission planning
systems; surveillance systems; automated test equipment; antisubmarine warfare  
systems; microwave systems; and avionics. Lockheed also manufactures computer   
graphics equipment and other electronic products and distributes computer       
equipment and workstations for commercial markets worldwide.                    

The Technology Services segment comprises space shuttle processing,   
engineering sciences and support, management of the Idaho National Engineering  
Laboratory for the Department of Energy, other environmental services, military 
equipment maintenance and support services, airport facilities development and  
management, data processing and transaction services.                           

Additional information concerning Lockheed is included in the Lockheed
Reports incorporated by reference in this Joint Proxy Statement/Prospectus. See 
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" and "AVAILABLE INFORMATION."  

BUSINESS OF MARTIN MARIETTA 

Martin Marietta is a diversified enterprise principally engaged in the
conception, design, manufacture and integration of advanced technology products 
and services for the United States Government and private industry. In addition,
Martin Marietta manages certain facilities for the Department of Energy,        
including the Department of Energy's facilities at Oak Ridge, Tennessee and     
Sandia National Laboratories, Albuquerque, New Mexico, and also produces        
construction aggregates and specialty chemical products. Martin Marietta's      
businesses are conducted through six groups: Electronics, Space, Information,   
Services, Materials and Energy. The Electronics Group's activities are diverse, 
but primarily relate to the design, development, engineering and production of  
electronic systems for precision guidance, navigation, detection and tracking of
threats; missiles and missile launching systems; armaments; aircraft controls   
and subsystems (thrust reversers); and secure communications systems. The Space 
Group's activities include the design, development, engineering and production  
of spacecraft, space launch vehicles and supporting ground systems, electronics 
and instrumentation. The Information Group provides command and control systems,
information processing services, systems engineering, integration, program      
management, software development, computer-based simulations and training       
products, computer-based test control, machinery control, and automatic         
logistics systems to civil, military and commercial customers. The Services     
Group provides management, engineering, logistics, systems software and         
processing support, and other technical services to military, civil government  
and international customers as well as to other organizations within Martin     
Marietta. The Materials Group (Martin Marietta Materials, Inc.) provides        
construction aggregates and specialty chemical products to commercial and civil 
customers. The Energy Group's primary function is managing the Department of    
Energy's facilities at Oak Ridge, Tennessee.                                    

     Additional information concerning Martin Marietta is included in the Martin
Marietta Reports incorporated by reference in this Joint Proxy                  
Statement/Prospectus. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" and 
"AVAILABLE INFORMATION."                                                        

RECENT DEVELOPMENTS 

1994 RESULTS OF OPERATIONS                                                      

    Lockheed has reported that sales for 1994 totaled $13.1 billion, unchanged
from 1993. Net earnings for 1994 increased 5%, totalling $445 million, or $7.00 
per share, compared with 1993 net earnings of $422 million or $6.70 per share.  
Included in Lockheed's 1994 results is a $24.8 million charge related to the    
Lockheed plea agreement discussed below under "-- Lockheed Plea Agreement."     

 Martin Marietta has reported that sales for 1994 totaled $9.87 billion,
representing a 4.6% increase over 1993 sales of $9.44 billion. Net earnings in  
1994 increased by 41%, totaling $635.6 million, compared with 1993 earnings of  
$450.3 million, before accounting changes. Fully diluted earnings per share were
$5.05 in 1994, a 33% increase over 1993's comparable earnings per share, before 
accounting changes, of $3.80.                                                   

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    Included in the 1994 Martin Marietta results is an after-tax gain of $70.2
million, or $0.56 per share, resulting from the initial public offering by      
Martin Marietta Materials, Inc. of 19% of its common stock in February 1994. In 
1993, Martin Marietta recognized $429.4 million in non-cash, after-tax charges  
associated with changes in accounting for post-retirement and other             
post-employment benefits.                                                       

LOCKHEED PLEA AGREEMENT                                                         

On June 22, 1994, an indictment was returned by a federal grand jury  
sitting in Atlanta, Georgia, against Lockheed and two of its employees. The     
indictment charged that Lockheed and the two employees, one of whom was a       
regional vice president of one of Lockheed's subsidiaries and the other a       
divisional director of sales for the Middle East and North Africa, violated the 
Foreign Corrupt Practices Act (the "FCPA"), conspired to violate the FCPA,      
conspired to commit wire fraud, and impaired and impeded agencies of the United 
States Department of Defense. The indictment related to allegations that        
Lockheed retained a sales and marketing consultant in Egypt who was a member of 
the Egyptian Parliament, and that the consultant received retainer payments and 
a $1 million contract termination payment in connection with the sale by        
Lockheed of three C-130 Hercules Aircraft, in violation of the FCPA.            

     By letter dated August 18, 1994, the Acting Assistant Secretary, Department
of State, Bureau of Political-Military Affairs ("State Department") advised     
Lockheed that it would be the State Department's policy prospectively to deny   
defense-related export privileges to Lockheed Aeronautical Systems Company      
("LASC"), a division of Lockheed. The State Department, referring to Sections   
38, 39 and 42 of the Arms Export Control Act (22 U.S.C. Sections 2778, 2779 and 
2791), announced that its action arose from the June 22, 1994, indictment       
discussed above. The State Department announced that its action is confined to  
LASC and does not affect any other division or subsidiary of Lockheed, although 
it is possible that the State Department could expand its action in the future  
to cover Lockheed or other divisions of Lockheed or Lockheed Martin or any of   
its divisions. Moreover, the State Department announced that the action does not
apply to any approvals granted to LASC's programs before June 22, 1994, but     
rather to future export license applications. Lockheed may seek exceptions to   
the announced policy on a case-by-case basis at the discretion of the State     
Department, Office of Defense Controls, which must consider United States       
foreign policy and national security interests, as well as law enforcement      
concerns. There is no stated time frame within which the State Department must  
review an exception request. As of the date of this Joint Proxy                 
Statement/Prospectus, Lockheed has submitted written exception requests on      
several major aircraft programs. The State Department has granted these requests
in a timely manner consistent with Lockheed's business plans, with no request   
pending for more than ninety days. There can be no assurances as to how long the
State Department will take to review any future exception requests or whether   
any other exceptions will be granted.                                           

     On January 27, 1995, Lockheed and the United States of America entered into
a plea agreement pursuant to which Lockheed agreed to plead guilty to one count 
of conspiring to violate the bribery provisions of the FCPA and conspiring to   
falsify its books, records and accounts. All other counts of the indictment     
referred to above were dismissed. To the knowledge of Lockheed, no directors or 
executive officers of Lockheed have been or will be indicted in connection with 
this matter. Lockheed agreed to pay the U.S. Government $24.8 million,          
consisting of a fine of $21.8 million and a civil settlement of $3 million. The 
United States Attorney's Office stated that Lockheed fully cooperated in its    
efforts to gather documents and in making witnesses available during the course 
of the investigation. The plea agreement does not preclude the possibility that 
the Department of Defense, the State Department, or the Commission may take     
further action against Lockheed or Lockheed Martin or any of their divisions as 
a result of Lockheed's guilty plea, which could include the possibility of      
suspension or debarment from future government contracting. Lockheed is         
cooperating with these regulatory agencies to satisfy their concerns.           

BUSINESS OF LOCKHEED MARTIN 

     Lockheed Martin, a newly formed Maryland corporation, has not conducted any
business activities to date, other than those incident to its formation, its    
execution of the Reorganization Agreement and related agreements and its        
participation in the preparation of this Joint Proxy Statement/Prospectus.      
Immediately following the consummation of the Combination, Lockheed Martin will 
become a holding company for Lockheed and Martin Marietta and their respective  
subsidiaries. Accordingly, the businesses of Lockheed                           

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Martin, through its wholly owned subsidiaries Lockheed and Martin Marietta and  
their respective subsidiaries, will be the businesses currently conducted by    
Lockheed and Martin Marietta and their respective subsidiaries.                 

   The managements of Lockheed and Martin Marietta currently anticipate that
the businesses of Lockheed Martin will be organized into four major operating   
sectors: Aeronautics; Electronics; Information and Technology Services; and     
Space and Strategic Missiles. Other units will include Energy Systems, the      
Sandia Corporation, Idaho Technologies and Martin Marietta Materials, Inc. It is
expected that initially approximately 40% of Lockheed Martin's sales will be in 
civil, commercial and international markets. Following consummation of the      
Combination, the management of Lockheed Martin will from time to time evaluate  
its businesses and operations and take such actions with respect thereto as it  
deems appropriate under then existing circumstances. See "BUSINESS OF LOCKHEED" 
and "BUSINESS OF MARTIN MARIETTA."                                              

    The managements of Lockheed and Martin Marietta believe that combining the
businesses of the two companies will present important consolidation and synergy
opportunities. It is expected that these opportunities will be derived from     
consolidations in central areas such as headquarters, internal information      
systems, capital expenditures, procurement, laboratories, travel,               
telecommunications, bid proposals and financial services, as well as from       
potential consolidation of facilities in the Space and Strategic Missiles,      
Electronics, Aeronautics and Information and Technologies Services Sectors.     
Savings from these opportunities, a portion of which will accrue to the benefit 
of the U.S. Government, are expected to begin to be realized in 1995, with a    
phase-in to full benefits over a several-year transition period, although no    
assurances can be given that these savings will actually be realized or, if     
realized, will occur during the next several years.                             

The managements of Martin Marietta and Lockheed believe that Lockheed 
Martin will have adequate capital resources to operate, compete and grow in an  
increasingly challenging and competitive marketplace. As noted above, it is     
anticipated that the Combination will present opportunities for Lockheed Martin 
to improve operating efficiency, rationalize expenditures and reduce costs, thus
increasing the competitiveness and business prospects of the combined companies 
as compared with either company alone. Additionally, the Combination is expected
to result in a more balanced risk profile for Lockheed Martin, financially and  
competitively, than either Lockheed or Martin Marietta alone by reducing        
dependence on any single program. Finally, the Combination, which will be       
accomplished without additional borrowings, is expected to be accomplished on a 
tax-free basis and to be accounted for as a pooling of interests transaction    
thus avoiding the impact on net income which would, under purchase accounting,  
result from the creation and amortization of goodwill. As a consequence of the  
foregoing, it is anticipated that the long term effects of the Combination on   
the results of operations, liquidity and capital resources of Lockheed and      
Martin Marietta will be positive, but a charge against the earnings of Lockheed 
Martin will be required for the transition costs and expenses expected to be    
incurred in connection with consummating the Combination and integrating the    
operations of Lockheed and Martin Marietta (see Note 3 under "NOTES TO UNAUDITED
PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS").                            

 After the consummation of the Combination, Lockheed Martin will require
that sources of credit be available to support the anticipated operations of    
Lockheed Martin. It is anticipated that Lockheed Martin will enter into an      
agreement or agreements with a syndicate of banks providing for revolving loan  
facilities in the amount of $1.5 billion (the "Credit Facilities") to be        
effective on the Merger Date. The Credit Facilities are expected to be on       
substantially the same terms and conditions as the existing bank credit         
facilities of Lockheed and Martin Marietta, with such changes as may be deemed  
necessary or desirable by Lockheed Martin and the banks that are parties        
thereto. The existing $1 billion credit facility of Lockheed and the existing   
$800 million credit facility of Martin Marietta will be terminated effective    
immediately prior to the Merger Date.                                           

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION 

     The Lockheed Common Stock is listed on the NYSE, the Pacific Stock Exchange
("PSE"), the International Stock Exchange of the United Kingdom and the Republic
of Ireland, Ltd., the Amsterdam Stock Exchange N.V., the Geneva Stock Exchange  
and the Zurich Stock Exchange under the symbol LK. The Martin Marietta Common   
Stock is listed on the NYSE, the Chicago Stock Exchange, the PSE and the        
Philadelphia Stock Exchange under the symbol ML.                                

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The table below sets forth, for the calendar quarters indicated, the  
reported high and low sale prices of Lockheed Common Stock and Martin Marietta  
Common Stock as reported on the NYSE Composite Tape, in each case based on      
published financial sources, and the dividends declared on such stock.          

                                                        [Enlarge/Download Table]

                                         LOCKHEED COMMON STOCK     MARTIN MARIETTA COMMON STOCK* 
                                       -------------------------  -------------------------------
                                       HIGH    LOW     DIVIDENDS   HIGH        LOW      DIVIDENDS
                                       ----    ----    ---------  -------    -------    ---------
                                                                                                 
1993                                                                                             
  First Quarter....................... 63      54 1/4     0.53    37 7/16    32            0.210 
  Second Quarter...................... 66      58         0.53    39 15/16   35 13/16      0.210 
  Third Quarter....................... 68 1/2  59 3/4     0.53    44 7/8     39 1/16       0.225 
  Fourth Quarter...................... 72 3/8  62 1/2     0.53    46 5/8     40 3/8        0.225 
1994                                                                                             
  First Quarter....................... 68 3/8  61 1/8     0.53    47 1/4     41 7/8        0.225 
  Second Quarter...................... 66 1/2  58 3/4     0.57    45         40 7/8        0.225 
  Third Quarter....................... 79 1/2  60 7/8     0.57    51         43            0.240 
  Fourth Quarter...................... 74 3/8  66 1/4     0.57    47 1/4     41 1/2        0.240 
1995                                                                                             
  First Quarter (through February 8,                                                             
     1995)............................ 75 5/8  71 1/4     0.57    46 7/8     44 5/8        0.240 

---------------                                                                 

* Martin Marietta Common Stock prices and dividends have been adjusted for      
 2-for-1 stock split (in the form of a stock dividend) effective September 30,
1993.                                                                       

On August 29, 1994, the last full trading day prior to the public     
announcement of the proposed Combination, the closing price on the NYSE         
Composite Tape was $66 per share of Lockheed Common Stock and $48 1/4 per share 
of Martin Marietta Common Stock and the Pro Forma Equivalent Price (as defined  
below) was $72 1/8 per share for Lockheed Common Stock and $44 1/4 per share for
Martin Marietta Common Stock. On February 8, 1995, the most recent practicable  
date prior to the printing of this Joint Proxy Statement/Prospectus, the closing
price on the NYSE Composite Tape was $74 1/8 per share of Lockheed Common Stock 
and $45 3/4 per share of Martin Marietta Common Stock and the Pro Forma         
Equivalent Price was $74 3/8 per share for Lockheed Common Stock and $45 5/8 per
share for Martin Marietta Common Stock. Pro Forma Equivalent Prices were        
determined by (i) multiplying the market prices of Lockheed Common Stock and    
Martin Marietta Common Stock on such date by the respective number of shares of 
such common stock then outstanding, (ii) dividing the aggregate market value of 
the Lockheed Common Stock and Martin Marietta Common Stock so determined by the 
number of shares of Lockheed Martin Common Stock to be issued in connection with
the Combination and (iii) multiplying the pro forma market price per share of   
Lockheed Martin Common Stock by 1.63 for Lockheed and 1.0 for Martin Marietta.  
Holders of Lockheed Common Stock and Martin Marietta Common Stock are urged to  
obtain current market quotations prior to making any decision with respect to   
the Combination.                                                                

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SELECTED HISTORICAL FINANCIAL INFORMATION OF LOCKHEED CORPORATION 

 The following selected financial information for the fiscal years 1993,
1992 and 1991 presented below, with the exception of the balance sheet data for 
1991, has been derived from Lockheed's audited consolidated financial statements
incorporated by reference in this Joint Proxy Statement/Prospectus from the     
Lockheed Form 10-K for the year ended December 26, 1993. Historical financial   
data at and for the nine month periods ended September 25, 1994 and September   
26, 1993, have been derived from unaudited financial statements filed with the  
Commission, and in the opinion of Lockheed's management, include all adjustments
necessary for a fair presentation of the results of operations and financial    
position at and for each of the interim periods presented. No material          
adjustments other than of a normal recurring nature were made, except for       
certain 1993 nonrecurring adjustments in Lockheed's Aeronautical Systems segment
described in Item 2 of Lockheed's Quarterly Report on Form 10-Q for the quarter 
ended September 25, 1994. Results for the nine months ended September 25, 1994  
are not necessarily indicative of results which may be expected for any other   
interim period or for the year as a whole. See "INCORPORATION OF CERTAIN        
DOCUMENTS BY REFERENCE." The balance sheet data for 1991 and the summary        
financial information presented below for 1990 and 1989 has been derived from   
audited consolidated financial statements previously filed with the Commission  
but not incorporated by reference in this Joint Proxy Statement/Prospectus. The 
following information is qualified in its entirety by and should be read in     
conjunction with the consolidated financial statements and related notes        
thereto.                                                                        

                                                        [Enlarge/Download Table]

                                                AT OR FOR FISCAL                                                
                                                  NINE MONTHS                                                   
                                                ENDED SEPTEMBER,      AT OR FOR FISCAL YEAR ENDED DECEMBER,     
                                                ----------------   -------------------------------------------- 
                                                 1994     1993(1)  1993(1)   1992(2)    1991     1990     1989  
                                                ------    ------   -------   -------   ------   ------   ------ 
                                                          (Dollars in millions, except per share data)          
                                                                                                                
INCOME STATEMENT DATA:                                                                                          
  Sales.......................................  $9,286    $9,332   $13,071   $10,100   $9,809   $9,958   $9,891 
  Costs and expenses..........................   8,665     8,748    12,227     9,456    9,233    9,397    9,838 
                                                ------    ------   -------   -------   ------   ------   ------ 
  Program profits.............................     621       584       844       644      576      561       53 
  Interest expense............................    (115)     (123)     (168)     (119)    (118)    (138)     (86)
  Other income (deductions), net..............      (5)        1        --        24       16        7       (7)
                                                ------    ------   -------   -------   ------   ------   ------ 
  Earnings from continuing operations before                                                                    
    income taxes, cumulative effect of change                                                                   
    in accounting principle and discontinued                                                                    
    operations,                                                                                                 
    net of tax................................     501       462       676       549      474      430      (40)
  Provision (credit) for income taxes.........     193       175       254       201      166       95      (46)
                                                ------    ------   -------   -------   ------   ------   ------ 
  Earnings from continuing operations before                                                                    
    cumulative effect of change in accounting                                                                   
    principle and discontinued operations,                                                                      
    net of tax................................     308       287       422       348      308      335        6 
  Cumulative effect of change in accounting                                                                     
    principle for retiree medical benefits,                                                                     
    net of tax................................      --        --        --      (631)      --       --       -- 
  Discontinued operations, net of tax.........      --        --        --        --       --       --       (4)
                                                ------    ------   -------   -------   ------   ------   ------ 
  Net earnings (loss).........................  $  308    $  287   $   422   $  (283)  $  308   $  335   $    2 
                                                ======    ======   ========  ========  ======   ======   ====== 
  Net earnings (loss) per common and common                                                                     
    equivalent shares:                                                                                          
    Earnings from continuing operations before                                                                  
      accounting change and discontinued                                                                        
      operations, net of tax..................  $ 4.85    $ 4.57   $  6.70   $  5.65   $ 4.86   $ 5.30   $  .10 
    Net earnings (loss).......................  $ 4.85    $ 4.57   $  6.70   $ (4.58)  $ 4.86   $ 5.30   $  .03 
  Cash dividends per share....................  $ 1.67    $ 1.59   $  2.12   $  2.09   $ 1.95   $ 1.80   $ 1.75 

BALANCE SHEET DATA:                                                                                             
  Total assets................................  $9,025    $8,888   $ 8,961   $ 7,024   $6,617   $6,860   $6,792 
  Long-term debt (including current                                                                             
    maturities)...............................   2,151     2,501     2,168     1,220    1,172    1,482    1,367 
  Guarantee of ESOP obligations...............     390       415       407       431      452      472      490 
  Stockholders' equity........................   2,689     2,304     2,443     2,042    2,503    2,309    2,062 
  Book value per share........................  $42.56    $36.98   $ 38.96   $ 33.42   $39.86   $36.53   $32.63 

---------------                                                                 
(1) Reflects the purchase of Lockheed Fort Worth Company effective February 28, 
1993.                                                                   

(2) Reflects the adoption of SFAS 106.                                          

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SELECTED HISTORICAL FINANCIAL INFORMATION OF MARTIN MARIETTA CORPORATION        

   The following selected financial information for the years 1993, 1992 and
1991 presented below, with the exception of the balance sheet data for 1991, has
been derived from Martin Marietta's audited consolidated financial statements   
incorporated by reference in this Joint Proxy Statement/Prospectus from the     
Martin Marietta Form 10-K for the year ended December 31, 1993. Historical      
financial data at and for the nine month periods ended September 30, 1994 and   
1993, have been derived from unaudited financial statements filed with the      
Commission, and in the opinion of Martin Marietta's management, include all     
adjustments necessary for a fair presentation of the results of operations and  
financial position at and for each of the interim periods presented. No material
adjustments other than of a normal recurring nature were made. Results for the  
nine months ended September 30, 1994 are not necessarily indicative of results  
which may be expected for any other interim period or for the year as a whole.  
See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." The balance sheet data   
for 1991 and the summary financial information presented below for 1990 and 1989
has been derived from audited consolidated financial statements previously filed
with the Commission but not incorporated by reference in this Joint Proxy       
Statement/Prospectus. The following information is qualified in its entirety by 
and should be read in conjunction with those consolidated financial statements  
and related notes thereto.                                                      

                                                        [Enlarge/Download Table]

                                           AT OR FOR                                                                           
                                          NINE MONTHS                                    AT OR FOR                             
                                      ENDED SEPTEMBER 30,                         YEARS ENDED DECEMBER 31,                     
                                      --------------------   ------------------------------------------------------------------
                                      1994(1)   1993(1)(2)   1993(1)(2)       1992          1991          1990          1989   
                                      ------    ----------   ----------    ----------    ----------    ----------    ----------
                                                            (Dollars in millions, except per share data)                       
                                                                                                                               
INCOME STATEMENT DATA:                                                                                                         
  Net sales.........................  $7,088      $6,248       $9,436        $  5,954      $  6,075      $  6,126      $  5,796
  Cost of sales, other costs and                                                                                               
    expenses........................   6,359       5,678        8,648           5,405         5,537         5,684         5,331
                                      ------    ----------   ----------    ----------    ----------    ----------    ----------
  Earnings from operations..........     729         570          788             549           538           442           465
  Other income and expenses, net....     195          39           47              21           (59)           35             7
                                      ------    ----------   ----------    ----------    ----------    ----------    ----------
                                         924         609          835             570           479           477           472
  Interest expense on debt..........      88          78          110              58            58            42            43
                                      ------    ----------   ----------    ----------    ----------    ----------    ----------
  Earnings before taxes on income                                                                                              
    and cumulative effect of                                                                                                   
    accounting changes..............     836         531          725             512           421           435           429
  Taxes on income...................     340         200          275             167           108           107           122
                                      ------    ----------   ----------    ----------    ----------    ----------    ----------
  Earnings before cumulative effect                                                                                            
    of accounting changes...........     496         331          450             345           313           328           307
  Cumulative effect of changes in                                                                                              
    accounting for                                                                                                             
    post retirement benefits and for                                                                                           
    post employment benefits, net...      --        (429)        (429)             --            --            --            --
                                      ------    ----------   ----------    ----------    ----------    ----------    ----------
  Net earnings (loss)...............  $  496      $  (98)      $   21        $    345      $    313      $    328      $    307
                                      ======    =========    =========         ======        ======        ======        ======
  Net earnings per common share:                                                                                               
    Assuming no dilution:                                                                                                      
      Before cumulative effect of                                                                                              
        accounting changes..........  $ 4.70      $ 3.16       $ 4.25        $   3.60      $   3.15      $   3.26      $   2.91
      Cumulative effect of                                                                                                     
        accounting changes..........      --       (4.51)       (4.51)             --            --            --            --
                                      ------    ----------   ----------    ----------    ----------    ----------    ----------
      Net earnings (loss)...........  $ 4.70      $(1.35)      $ (.26)       $   3.60      $   3.15      $   3.26      $   2.91
                                      ======    =========    =========         ======        ======        ======        ======
    Assuming full dilution:                                                                                                    
      Before cumulative effect of                                                                                              
        accounting changes..........  $ 3.94      $ 2.86       $ 3.80        $   3.60      $   3.15      $   3.26      $   2.91
      Cumulative effect of                                                                                                     
        accounting changes..........      --       *            *                  --            --            --            --
                                      ------    ----------   ----------    ----------    ----------    ----------    ----------
      Net earnings..................  $ 3.94       *            *            $   3.60      $   3.15      $   3.26      $   2.91
                                      ======    =========    =========         ======        ======        ======        ======
  Cash dividends per common share...  $  .69      $ .645       $  .87        $   .795      $    .75      $   .695      $   .615
                                      ======    =========    =========         ======        ======        ======        ======
BALANCE SHEET DATA:                                                                                                            
  Total assets......................  $8,993      $7,501       $7,745        $  3,599      $  3,908      $  3,611      $  3,505
  Long-term debt (including current                                                                                            
    maturities).....................   1,652       1,904        1,798             478           671           468           482
  Series A Preferred Stock..........   1,000       1,000        1,000              --            --            --            --
  Common stockholders' equity.......   2,270       1,794        1,876           1,945         1,804         1,541         1,355
  Book value per common share.......  $23.63      $18.75       $19.61        $  20.60      $  18.21      $  15.77      $  13.34
  Fully diluted book value per                                                                                                 
    share...........................  $25.93      $22.21       $22.87        $  20.60      $  18.21      $  15.77      $  13.34

---------------                                                                 

*  Anti-dilutive                                                              

(1) Reflects the GE Aerospace business combination effective April 2, 1993, and,
  in 1994, the purchase of General Dynamics Space Systems Division effective
May 1, 1994.                                                            

(2) Reflects the adoption of SFAS 106 and SFAS 112.                             

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   UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

   The following unaudited pro forma combined condensed financial statements
have been prepared from Lockheed's and Martin Marietta's historical consolidated
financial statements incorporated by reference in this Joint Proxy              
Statement/Prospectus. The unaudited pro forma combined condensed statement of   
earnings give effect to the Combination as if it had occurred at the beginning  
of the earliest period presented. The unaudited pro forma combined condensed    
balance sheet gives effect to the Combination, as if it had occurred at the     
fiscal month end of September 1994. See "Note 1 -- Basis of Presentation." The  
unaudited pro forma adjustments described in the accompanying notes are based   
upon preliminary estimates and certain assumptions that the managements of      
Lockheed and Martin Marietta believe are reasonable in such circumstances.      

 The unaudited pro forma combined condensed financial statements are not
necessarily indicative of actual or future financial position or results of     
operations that would have occurred or will occur upon consummation of the      
Combination. The unaudited pro forma combined condensed financial statements    
should be read in conjunction with the historical consolidated financial        
statements of Lockheed and Martin Marietta and the related notes thereto        
incorporated by reference in this Joint Proxy Statement/Prospectus. See         
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."                              

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UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF EARNINGS

                                                        [Enlarge/Download Table]

                                                FISCAL NINE MONTHS                                  
                                                 ENDED SEPTEMBER       FISCAL YEAR ENDED DECEMBER   
                                                ------------------    ----------------------------- 
                                                 1994       1993       1993       1992       1991   
                                                -------    -------    -------    -------    ------- 
                                                       (In millions, except per share data)         
                                                                                                    
Net sales.....................................  $16,307    $15,498    $22,376    $15,925    $15,789 
Cost of sales, other costs and expenses.......   15,024     14,386     20,800     14,788     14,676 
                                                -------    -------    -------    -------    ------- 
Earnings from operations......................    1,283      1,112      1,576      1,137      1,113 
Other income and expenses, net................      190         40         47         45        (43)
                                                -------    -------    -------    -------    ------- 
                                                  1,473      1,152      1,623      1,182      1,070 
Interest expense..............................      203        201        278        177        176 
                                                -------    -------    -------    -------    ------- 
Earnings before taxes on income and cumulative                                                      
  effect of accounting changes................    1,270        951      1,345      1,005        894 
Taxes on income...............................      463        339        480        327        262 
                                                -------    -------    -------    -------    ------- 
Earnings before cumulative effect of                                                                
  accounting changes..........................      807        612        865        678        632 
Cumulative effect of accounting changes,                                                            
  net.........................................       --         --         --     (1,060)        -- 
                                                -------    -------    -------    -------    ------- 
Net earnings (loss)...........................  $   807    $   612    $   865    $  (382)   $   632 
                                                =======    =======    =======    =======    ======= 
Net earnings (loss) per common share:                                                               
  Assuming no dilution:                                                                             
     Before cumulative effect of accounting                                                         
       changes................................  $  3.83    $  2.94    $  4.16    $  3.46    $  3.13 
     Cumulative effect of accounting                                                                
       changes................................       --         --         --      (5.41)        -- 
                                                -------    -------    -------    -------    ------- 
     Net earnings (loss)......................  $  3.83    $  2.94    $  4.16    $ (1.95)   $  3.13 
                                                =======    =======    =======    =======    ======= 
  Assuming full dilution:                                                                           
     Before cumulative effect of accounting                                                         
       changes................................  $  3.51    $  2.79    $  3.91    $  3.46    $  3.13 
     Cumulative effect of accounting                                                                
       changes................................       --         --         --      (5.41)        -- 
                                                -------    -------    -------    -------    ------- 
     Net earnings (loss)......................  $  3.51    $  2.79    $  3.91    $ (1.95)   $  3.13 
                                                =======    =======    =======    =======    ======= 

See accompanying notes to unaudited pro forma combined condensed financial      
statements.                                                                     

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UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
AS OF FISCAL MONTH END SEPTEMBER 1994 

                                                        [Enlarge/Download Table]

                                                      HISTORICAL                          PRO FORMA      
                                      -------------------------------------------     ------------------ 
                                                                 RECLASSI-                               
                                                                FICATIONS                                
                                                                   TO                                    
                                                                 REFLECT                                 
                                                    MARTIN      COMBINED  COMBINED                       
                                      LOCKHEED     MARIETTA      ENTITY*   ENTITY   ADJUSTMENTS  COMBINED
                                      --------     --------    ---------  --------  -----------  --------
                                                                (In millions)                            
                                                                                                         
ASSETS                                                                                                   
Current assets:                                                                                          
Cash and cash equivalents...........  $  617       $  522        $  57    $ 1,196     $  --      $ 1,196 
Receivables.........................   1,595        1,629          192      3,416        --        3,416 
Inventories.........................   1,708        1,076          105      2,889        --        2,889 
Current deferred income taxes.......      --           56          191        247        --          247 
Other current assets................     196           42           --        238        --          238 
                                      ------       ------        -----    -------     -----      ------- 
    Total current assets............   4,116        3,325          545      7,986        --        7,986 
Other noncurrent assets.............     951          953         (537)     1,367        --        1,367 
Noncurrent deferred income taxes....      --          261         (281)       (20)       34 (4b)      14 
Property, plant and equipment,                                                                           
  net...............................   1,841        1,646           --      3,487        --        3,487 
Cost in excess of net assets                                                                             
  acquired..........................     766        2,089           --      2,855        --        2,855 
Other intangibles...................   1,351          719           --      2,070        --        2,070 
                                      ------       ------        -----    -------     -----      ------- 
                                      $9,025       $8,993        $(273)   $17,745     $  34      $17,779 
                                      ======       ======        =====    =======     =====      ======= 
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                     
Current liabilities:                                                                                     
Short-term borrowings and accounts                                                                       
  payable...........................  $  727       $  457        $  57    $ 1,241     $  --      $ 1,241 
Other current liabilities...........     765          900           (4)     1,661        --        1,661 
Salaries, benefits and payroll                                                                           
  taxes.............................     399          413           54        866        --          866 
Income taxes........................      82           81         (123)        40        --           40 
Customers' advances in excess of                                                                         
  related cost......................     478           --          776      1,254        --        1,254 
Current maturities of long-term                                                                          
  debt..............................     272          305           --        577        --          577 
                                      ------       ------        -----    -------     -----      ------- 
    Total current liabilities.......   2,723        2,156          760      5,639        --        5,639 
Long-term debt......................   1,906        1,347           --      3,253        --        3,253 
Long-term guarantee of ESOP                                                                              
  obligations.......................     363           --           --        363        --          363 
Post retirement benefits............     911          791          (69)     1,633        99 (4b)   1,732 
Other noncurrent liabilities........     433        1,429         (964)       898        --          898 

Stockholders' equity:                                                                                    
Series A preferred stock,                                                                                
  liquidation preference $50 per                                                                         
  share.............................      --        1,000           --      1,000        --        1,000 
Common stock, par value $1 a                                                                             
  share.............................      73           96           --        169        30 (4d)     199 
Additional paid-in capital..........     825          132           --        957      (151)(4d)     806 
Retained earnings...................   2,635        2,042           --      4,677       (65)(4b)   4,279 
                                                                                       (333)(4d)         
Treasury shares.....................    (454)          --           --       (454)      454 (4d)      -- 
Guarantee of ESOP obligations.......    (390)          --           --       (390)       --         (390)
                                      ------       ------        -----    -------     -----      ------- 
                                       2,689        3,270           --      5,959       (65)       5,894 
                                      ------       ------        -----    -------     -----      ------- 
                                      $9,025       $8,993        $(273)   $17,745     $  34      $17,779 
                                      ======       ======        =====    =======     =====      ======= 

---------------                                                                 

* Reflects reclassifications to conform combined condensed balance sheet        
presentation. Martin Marietta's adjustments were attributable to noncurrent 
  receivables, inventories, customers' advances, and reserves being reclassified
as current assets and current liabilities, consistent with Lockheed's policy
of current classification of similar items for long-term contracts and      
programs whose operating cycles extend beyond one year. Additional          
reclassifications were made by both Lockheed and Martin Marietta to         
consistently report pension amounts, payroll related liabilities, overdrafts
and environmental items. Income tax balances were also reclassified to be   
consistent with the related asset and liability classifications.            

See accompanying notes to unaudited pro forma combined condensed financial      
statements.                                                                     

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NOTES TO UNAUDITED PRO FORMA
COMBINED CONDENSED FINANCIAL STATEMENTS 

1. BASIS OF PRESENTATION                                                        

The accompanying unaudited pro forma combined condensed statement of  
earnings presents the historical results of operations of Lockheed and Martin   
Marietta giving effect to the Combination as if it had occurred at the beginning
of the earliest period presented, combining the results of Lockheed and Martin  
Marietta for each of the three fiscal years in the fiscal period ended December 
1993 and for the fiscal nine month periods ended September 1994 and 1993. The   
unaudited pro forma combined condensed balance sheet gives effect to the        
Combination as if it had occurred on the fiscal month end of September 1994,    
combining the balance sheets of Lockheed and Martin Marietta at the fiscal month
end of September 1994.                                                          

2. EXCHANGE RATIO                                                               

    As described in the Reorganization Agreement, the exchange ratios are: (i)
each outstanding share of Lockheed Common Stock will be converted into the right
to receive 1.63 shares of Lockheed Martin Common Stock; (ii) each outstanding   
share of Martin Marietta Common Stock will be converted into the right to       
receive one share of Lockheed Martin Common Stock; and (iii) each outstanding   
share of Martin Marietta Series A Preferred Stock will be converted into the    
right to receive one share of Lockheed Martin Series A Preferred Stock. These   
exchange ratios were used in the accompanying unaudited pro forma combined      
condensed financial statements. See "THE REORGANIZATION                         
AGREEMENT -- Consideration to be Received in the Combination."                  

3. TRANSITION COSTS AND EXPENSES                                                

The accompanying unaudited pro forma combined condensed financial     
statements do not include any transition costs and expenses which are expected  
to be incurred in connection with consummating the Combination and integrating  
the operations of Lockheed and Martin Marietta. It is not feasible to determine 
the actual amount of these costs and expenses until the Combination is completed
and the related operational and transitional plans are complete. The managements
of Lockheed and Martin Marietta currently estimate that these costs and expenses
could total approximately $850 million. These costs and expenses relate directly
to completing the transactions, such as professional and registration fees;     
employee benefit-related costs such as severance, relocation and retention      
incentives; facility consolidations; and satisfaction of contractual            
obligations; most of which will be incurred to eliminate duplicate facilities   
and excess capacity in the combined Lockheed Martin operations. It is           
anticipated that a significant portion of these costs and expenses will result  
in charges to the earnings of Lockheed Martin. The exact timing of these charges
cannot be determined at this time; however, the managements of Lockheed and     
Martin Marietta anticipate that plans and decisions will be completed and a     
substantial portion of the related charges recorded in 1995. Additionally, while
the pro forma combined condensed statement of earnings does not reflect any net 
cost savings or economies of scale that may be achieved by the Combination, the 
Combination is expected to result in reduced costs for Lockheed Martin, a       
portion of which will accrue to the benefit of the U.S. Government.             

--continued-- 

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4. CONFORMING AND PRO FORMA ADJUSTMENTS                                         

  The following is a summary of conforming and pro forma adjustments which
give pro forma effect to the Combination as if it was effected for all periods  
presented:                                                                      

                                                        [Enlarge/Download Table]

                                            FISCAL NINE MONTHS                                     
                                              ENDED SEPTEMBER         FISCAL YEAR ENDED DECEMBER   
                                            -------------------      ----------------------------- 
                                             1994        1993         1993       1992       1991   
                                            -------     -------      -------    -------    ------- 
                                                                (In millions)                      
                                                                                                   
NET SALES:                                                                                         
  Lockheed................................. $ 9,286     $ 9,332      $13,071    $10,100    $ 9,809 
  Martin Marietta..........................   7,088       6,248        9,436      5,954      6,075 
                                            -------     -------      -------    -------    ------- 
                                             16,374      15,580       22,507     16,054     15,884 
Adjustment(a)..............................     (67)        (82)        (131)      (129)       (95)
                                            -------     -------      -------    -------    ------- 
       Adjusted............................ $16,307     $15,498      $22,376    $15,925    $15,789 
                                            =======     =======      =======    =======    ======= 
COST OF SALES, OTHER COSTS AND EXPENSES:                                                           
  Lockheed................................. $ 8,665     $ 8,748      $12,227    $ 9,456    $ 9,233 
  Martin Marietta..........................   6,359       5,678        8,648      5,405      5,537 
                                            -------     -------      -------    -------    ------- 
                                             15,024      14,426       20,875     14,861     14,770 
Adjustment(a)..............................     (67)        (82)        (131)      (129)       (95)
Adjustment(b)..............................      67          42           56         56          1 
                                            -------     -------      -------    -------    ------- 
       Adjusted............................ $15,024     $14,386      $20,800    $14,788    $14,676 
                                            =======     =======      =======    =======    ======= 
TAXES ON INCOME:                                                                                   
  Lockheed................................. $   193     $   175      $   254    $   201    $   166 
  Martin Marietta..........................     340         200          275        167        108 
                                            -------     -------      -------    -------    ------- 
                                                533         375          529        368        274 
Adjustment(b)..............................     (47)        (22)         (29)       (22)       (12)
Adjustment(c)..............................     (23)        (14)         (20)       (19)        -- 
                                            -------     -------      -------    -------    ------- 
       Adjusted............................ $   463     $   339      $   480    $   327    $   262 
                                            =======     =======      =======    =======    ======= 
CUMULATIVE EFFECT OF ACCOUNTING CHANGES:                                                           
  Lockheed.................................      --          --           --    $  (631)        -- 
  Martin Marietta..........................      --     $  (429)     $  (429)        --         -- 
                                            -------     -------      -------    -------    ------- 
                                                 --        (429)        (429)      (631)        -- 
Adjustment(b)..............................      --         429          429       (429)        -- 
                                            -------     -------      -------    -------    ------- 
       Adjusted............................      --          --           --    $(1,060)        -- 
                                            =======     =======      =======    =======    ======= 

---------------                                                                 
(a) Pro forma adjustments have been recorded to eliminate intercompany sales and
cost of sales for the fiscal nine month periods ended September 1994 and
1993, and for the fiscal years ended December 1993, 1992, and 1991. No  
  adjustments have been made to eliminate the related intercompany profit in
  ending inventories and the net intercompany receivables and payables as of
and for the above-referenced fiscal periods as such amounts are not     
material.                                                               
(b) Adjustments have been made to reflect the 1992 adoption of SFAS 106 and SFAS
   112 for the combined entity, to conform Lockheed's method of accounting for
timing differences in cost recognition between Statement of Financial   
Accounting Standards No. 87, Employers' Accounting for Pensions, and    
   applicable government contract accounting principles consistent with Martin
  Marietta, and to conform Martin Marietta's to Lockheed's classification of
state income tax expenses as an element of general and administrative   
costs.                                                                  
(c) Adjustments have been made to record the tax effect, using the applicable   
federal statutory rates for the respective periods, on the net pro forma
adjustments.                                                            
(d) Adjustments have been made to reflect the exchange ratios, described in Note
2 above, and the elimination of Treasury Shares in accordance with the  
MGCL.                                                                   

--continued-- 

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5. COMPUTATION OF PRO FORMA EARNINGS (LOSS) AND CASH DIVIDENDS PER COMMON SHARE 

                                                        [Enlarge/Download Table]

                                                           FISCAL NINE                                   
                                                             MONTHS                FISCAL YEAR ENDED     
                                                         ENDED SEPTEMBER               DECEMBER          
                                                        -----------------     ---------------------------
                                                        1994        1993      1993       1992       1991 
                                                        -----       -----     -----     -------     -----
                                                              (In millions, except per share data)       
                                                                                                         
ASSUMING NO DILUTION                                                                                     
Earnings before cumulative effect of accounting                                                          
  changes.............................................. $ 807       $ 612     $ 865     $   678     $ 632
Less: Preferred stock dividend.........................   (45)        (30)      (45)         --        --
                                                        -----       -----     -----     -------     -----
Net earnings attributable to common stock.............. $ 762       $ 582     $ 820     $   678     $ 632
                                                        =====       =====     =====     ========    =====
Weighted average number of common shares...............   199         198       197         196       202
Net earnings per share before cumulative effect of                                                       
  accounting changes................................... $3.83       $2.94     $4.16     $  3.46     $3.13
                                                        =====       =====     =====     ========    =====
Cumulative effect of accounting changes................                                 $(1,060)         
                                                                                        ========         
Weighted average number of common shares...............                                     196          

Cumulative effect of accounting changes per share......                                 $ (5.41)         
                                                                                        ========         
Net earnings (loss).................................... $ 807       $ 612     $ 865     $  (382)    $ 632
Less: Preferred stock dividend.........................   (45)        (30)      (45)         --        --
                                                        -----       -----     -----     -------     -----
                                                        $ 762       $ 582     $ 820     $  (382)    $ 632
                                                        =====       =====     =====     ========    =====
Weighted average number of common shares...............   199         198       197         196       202

Net earnings (loss) per share.......................... $3.83       $2.94     $4.16     $ (1.95)    $3.13
                                                        =====       =====     =====     ========    =====
ASSUMING FULL DILUTION                                                                                   
Earnings before cumulative effect of accounting                                                          
  changes.............................................. $ 807       $ 612     $ 865     $   678     $ 632
                                                        =====       =====     =====     ========    =====
Weighted average number of common shares...............   199         198       197         196       202
Assumed conversion of Series A Preferred Stock.........    29          19        22          --        --
Dilutive effect of stock options (Treasury stock                                                         
  method)..............................................     2           2         2          --        --
                                                        -----       -----     -----     -------     -----
                                                          230         219       221         196       202
                                                        =====       =====     =====     ========    =====
Net earnings per share before cumulative effect of                                                       
  accounting changes................................... $3.51       $2.79     $3.91     $  3.46     $3.13
                                                        =====       =====     =====     ========    =====
Cumulative effect of accounting changes................                                 $(1,060)         
                                                                                        ========         
Weighted average number of common shares...............                                     196          
Dilutive effect of stock options (Treasury stock                                                         
  method)..............................................                                      --          
                                                                                        -------          
                                                                                            196          
                                                                                        ========         
Cumulative effect of accounting changes per share......                                 $ (5.41)         
                                                                                        ========         
Net earnings (loss).................................... $ 807       $ 612     $ 865     $  (382)    $ 632
                                                        =====       =====     =====     ========    =====
Weighted average number of common shares...............   199         198       197         196       202
Assumed conversion of Series A Preferred Stock.........    29          19        22          --        --
Dilutive effect of stock options (Treasury stock                                                         
  method)..............................................     2           2         2          --        --
                                                        -----       -----     -----     -------     -----
                                                          230         219       221         196       202
                                                        =====       =====     =====     ========    =====
Net earnings (loss) per share.......................... $3.51       $2.79     $3.91     $ (1.95)    $3.13
                                                        =====       =====     =====     ========    =====
Cash Dividends per common share........................ $ .86       $ .82     $1.09     $  1.04     $ .98
                                                        =====       =====     =====     ========    =====

--end of notes--

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COMPARISON OF STOCKHOLDERS' RIGHTS

   At the Merger Date, the stockholders of Martin Marietta and Lockheed will
become stockholders of Lockheed Martin, and their rights will be governed by the
MGCL and Lockheed Martin's charter (the "Lockheed Martin Charter") and bylaws   
(the "Lockheed Martin Bylaws") in the forms that will become effective upon the 
Merger Date. The following are summaries of certain differences between (i) the 
rights of Martin Marietta stockholders and Lockheed Martin stockholders, and    
(ii) the rights of Lockheed stockholders and Lockheed Martin stockholders.      

     The following discussions are not intended to be complete and are qualified
in their entirety by reference to the MGCL, the DGCL, the Lockheed Martin       
Charter and Lockheed Martin Bylaws, the charter and bylaws of Martin Marietta   
(the "Martin Marietta Charter" and the "Martin Marietta Bylaws," respectively), 
and the certificate of incorporation and bylaws of Lockheed (the "Lockheed      
Charter" and the "Lockheed Bylaws," respectively), as appropriate. Copies of the
Lockheed Martin Charter and the Lockheed Martin Bylaws, in substantially the    
forms to be adopted prior to the consummation of the Combination, are exhibits  
to the Reorganization Agreement which is attached to this Joint Proxy           
Statement/Prospectus as Appendix I. Copies of the Martin Marietta Charter and   
the Martin Marietta Bylaws, and the Lockheed Charter and the Lockheed Bylaws are
incorporated by reference herein and will be sent to holders of shares of Martin
Marietta Common Stock (or Martin Marietta Series A Preferred Stock) and Lockheed
Common Stock, respectively, upon request. See "INCORPORATION OF CERTAIN         
DOCUMENTS BY REFERENCE."                                                        

COMPARISON OF STOCKHOLDER RIGHTS WITH RESPECT TO LOCKHEED MARTIN AND MARTIN     
MARIETTA                                                                        

     Since both Lockheed Martin and Martin Marietta are organized under the laws
of the State of Maryland, any differences in the rights of holders of Martin    
Marietta Common Stock and Lockheed Martin Common Stock will arise solely from   
differences in their respective charters and bylaws. The Lockheed Martin Charter
and Lockheed Martin Bylaws are substantially similar to the Martin Marietta     
Charter and Martin Marietta Bylaws, respectively, except for certain matters as 
described herein.                                                               

    Authorized Capital. The total number of authorized shares of capital stock
of Martin Marietta is 550,000,000 shares, consisting of 20,000,000 shares of    
Martin Marietta Series A Preferred Stock, 30,000,000 shares of series preferred 
stock, par value $1.00 per share (the "Martin Marietta Series Preferred Stock"),
and 500,000,000 shares of Martin Marietta Common Stock. The authorized capital  
of Lockheed Martin is as set forth under "DESCRIPTION OF LOCKHEED MARTIN CAPITAL
STOCK -- Authorized Capital Stock."                                             

 Directors. The Lockheed Martin Charter provides for 24 directors, which
number may be increased or decreased by the Board of Directors, but which shall 
not be less than 12. Pursuant to the Martin Marietta Charter, Martin Marietta   
has 17 directors, which number may also be increased or decreased by the Board  
of Directors, but not to less than five.                                        

   The Lockheed Martin Board will not be divided into separate classes. Each
director will serve until the next annual meeting of stockholders after his or  
her election. The Martin Marietta Charter establishes three classes of          
directors, as nearly equal in number of directors as possible, with each        
director elected for a term expiring at the third succeeding annual meeting of  
stockholders after his or her election.                                         

  Under the Lockheed Martin Bylaws, the required quorum for any meeting of
the Lockheed Martin Board will generally be a majority of its members. The      
Martin Marietta Bylaws provide for a quorum of one-third of the Martin Marietta 
Board, but in no case fewer than five directors.                                

Absence of Rights Plan. Martin Marietta recently adopted a stockholder
rights plan and in connection therewith entered into a Rights Agreement, dated  
as of August 29, 1994, with First Chicago Trust Company of New York, as rights  
agent (the "Martin Marietta Rights Agreement"). Common stock purchase rights    
were distributed to the holders of Martin Marietta Common Stock of record on    
September 9, 1994, and rights attach to all shares of Martin Marietta Common    
Stock issued thereafter until the earlier of the Distribution Date (as defined  
therein), or on the date on which the rights expire or are redeemed. Initially, 
the rights trade in tandem with the shares of Martin Marietta Common Stock. The 
rights are exercisable only if a person or group acquires 15% or more of Martin 
Marietta Common Stock or announces a tender offer for 30% or more               

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of Martin Marietta Common Stock, subject to certain exceptions specified in the 
Martin Marietta Rights Agreement. The rights will expire immediately prior to   
the consummation of the transactions contemplated by the Reorganization         
Agreement; provided, however, that if the Reorganization Agreement is terminated
without consummation of the transactions contemplated thereby, then the Martin  
Marietta Rights Agreement and the rights will expire at or prior to the close of
business on September 9, 2004. Lockheed Martin has not adopted a rights plan at 
this time but may decide to do so in the future.                                

COMPARISON OF STOCKHOLDER RIGHTS WITH RESPECT TO LOCKHEED MARTIN AND LOCKHEED   

  Lockheed Martin is organized under the laws of the State of Maryland and
Lockheed is organized under the laws of the State of Delaware. The following    
discussion summarizes certain differences between the Lockheed Martin Charter   
and Bylaws and the Lockheed Charter and Bylaws and between certain provisions of
the MGCL and the DGCL affecting stockholders' rights.                           

    Authorized Capital. The total number of authorized shares of capital stock
of Lockheed is 102,500,000, consisting of 2,500,000 shares of preferred stock,  
$1.00 par value per share (including 1,000,000 shares of Lockheed Junior        
Preferred Stock), and 100,000,000 shares of Lockheed Common Stock. The          
authorized capital of Lockheed Martin is as set forth under "DESCRIPTION OF     
LOCKHEED MARTIN CAPITAL STOCK -- Authorized Capital Stock."                     

 Directors. The Lockheed Bylaws provide for a minimum of three directors
(except in connection with rights to elect directors granted to holders of any  
class or series of Lockheed preferred stock), with the exact number of directors
to be fixed from time to time by the Lockheed Board. There are currently 14     
directors serving on the Lockheed Board. The Lockheed Martin Charter provides   
for 24 directors, which number may be increased or decreased by the Lockheed    
Martin Board, but which shall not be less than 12.                              

     The Lockheed Bylaws provide that a plurality of stockholder votes cast will
be sufficient to elect a director. The Lockheed Martin Bylaws require the vote  
of stockholders representing a majority of the votes entitled to be cast to     
elect a director. In addition, under the Lockheed Martin Charter, if any person 
beneficially owns shares of capital stock entitled to vote generally in the     
election of directors ("Voting Stock") representing 40% or more of the votes    
entitled to be cast by all stockholders, the Lockheed Martin Board will be      
elected by cumulative voting.                                                   

   Under the Lockheed Bylaws, a majority of any quorum of the Lockheed Board
must consist of directors who are not or have not theretofore ever been         
employees of, or who do not have or have not had other business or professional 
relations with, Lockheed. The Lockheed Martin Bylaws have no analogous          
provision.                                                                      

Removal of Directors. The Lockheed Charter provides that, except with 
respect to additional directors elected under specified circumstances by holders
of any class or series of Lockheed preferred stock, any director may be removed 
by a vote of the majority of the outstanding shares entitled to vote in         
connection with the election of such director, regardless of class, voting      
together as a single class. The Lockheed Martin Charter provides that directors 
may be removed, only for cause, by the affirmative vote of at least 80% of the  
votes that the holders of the outstanding shares of capital stock are entitled  
to cast at the annual election of directors.                                    

    Filling Vacancies on the Board of Directors. Under the DGCL, vacancies and
newly created directorships may be filled by a majority of the directors then in
office or a sole remaining director (even though less than a quorum) unless     
otherwise provided in the certificate of incorporation or bylaws. However, the  
DGCL also provides that if the directors then in office constitute less than a  
majority of the corporation's board of directors, then, upon application by     
stockholders representing at least 10% of outstanding shares entitled to vote   
for such directors, the Court of Chancery may order a stockholder election of   
directors to be held. Under the Lockheed Bylaws, except with respect to         
additional directors elected under specified circumstances by holders of any    
class or series of Lockheed preferred stock, any vacancies resulting from death,
resignation, disqualification, removal or other cause or an increase in the     
number of directors shall be filled solely by a majority vote of the remaining  
directors, even if less than a quorum.                                          

Under the Lockheed Martin Charter and the Lockheed Martin Bylaws, a   
majority of the remaining directors may appoint a director to fill a vacancy    
unless there is an increase in the size of the Lockheed Martin                  

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Board. Any vacancy resulting from an increase shall be filled only by a majority
vote of the entire Lockheed Martin Board. If the vacancy is caused by removal of
a director by the stockholders, the successor director may be elected by the    
stockholders at the same meeting at which such removal occurs. Under the        
Lockheed Martin Charter, the provision with respect to election of directors to 
fill vacancies may be amended or repealed only by the affirmative vote of at    
least 80% of the votes entitled to be cast in the election of directors.        

  Amendment to Certificate of Incorporation or Charter. Under the DGCL and
the Lockheed Charter, the affirmative vote of a majority of the outstanding     
shares entitled to vote is required to amend the Lockheed Charter. In addition, 
amendments which make changes relating to the capital stock by increasing or    
decreasing the par value or the aggregate number of authorized shares of a class
or otherwise adversely affecting the rights of such class, must be approved by  
the majority vote of each class or series of stock affected, even though        
ordinarily they would not have such voting rights.                              

   In accordance with the MGCL, under the Lockheed Martin Charter, except as
described below or in connection with the rights of the holders of any class or 
series of Lockheed Martin Preferred Stock, the affirmative vote of a majority of
the outstanding shares entitled to vote is necessary to amend the Lockheed      
Martin Charter. The affirmative vote of 80% of the votes that the holders of the
then outstanding shares of capital stock would be entitled to cast at an annual 
election of directors is required to amend Sections 3 or 5 of Article V of the  
Lockheed Martin Charter relating to removal of directors and the general powers 
of the board of directors. Any amendment to Article XIII of the Lockheed Martin 
Charter regarding "business combinations" requires the affirmative vote of (a)  
80% of the outstanding shares of Voting Stock and (b) 67% of the outstanding    
shares of Voting Stock excluding shares held by certain beneficial owners of 10%
or more of the outstanding shares of any class or series of Voting Stock (as    
defined in the Lockheed Martin Charter, a "Related Person"), unless such        
amendment shall have been approved in advance by not less than two-thirds of the
Lockheed Martin "continuing directors" (as defined in such Article XIII). Any   
amendment to Article XIV of the Lockheed Martin Charter regarding certain       
prohibitions on greenmail requires the affirmative vote of 80% of the votes     
entitled to be cast by holders of shares of Voting Stock.                       

   Amendment of Bylaws. Under the DGCL, the Lockheed Bylaws and the Lockheed
Charter, the Lockheed Bylaws may be amended by the action of the Lockheed Board 
or by the affirmative vote of a majority of the outstanding shares of stock,    
voting as a single class.                                                       

    Under the MGCL, the power to adopt, amend or repeal a corporation's bylaws
is vested in the corporation's stockholders, except to the extent the           
corporation's charter or bylaws vest it in the board of directors. The Lockheed 
Martin Bylaws grant the Lockheed Martin Board exclusive power to adopt, amend,  
alter or repeal the Lockheed Martin Bylaws.                                     

Advance Notice of Director Nominations and New Business. The Lockheed 
Bylaws provide that with respect to any stockholder meeting, nominations of     
persons for election to the Lockheed Board and the proposal of business to be   
considered by stockholders may be made only (a) by or at the direction of the   
Lockheed Board or (b) by a stockholder who has complied with the advance notice 
procedures set forth in the Lockheed Bylaws.                                    

The Lockheed Martin Bylaws provide that (a) with respect to an annual 
meeting of stockholders, nominations of persons for election to the Lockheed    
Martin Board and the proposal of business to be considered by stockholders may  
be made only (i) pursuant to Lockheed Martin's notice of the meeting, (ii) by or
at the direction of the Lockheed Martin Board or (iii) by a stockholder who has 
complied with the advance notice procedures set forth in the Lockheed Martin    
Bylaws and is entitled to vote at the meeting, and (b) with respect to special  
meetings of stockholders, only the business specified in Lockheed Martin's      
notice of meeting may be brought before the meeting and nominations of persons  
for election to the Lockheed Martin Board may be made only pursuant to Lockheed 
Martin's notice of the meeting (i) by or at the direction of the Lockheed Martin
Board or (ii) by a stockholder who has complied with the advance notice         
procedures set forth in the Lockheed Martin Bylaws and is entitled to vote at   
the meeting.                                                                    

 Stockholder Meetings and Provisions for Notices. Under the DGCL and the
MGCL, stockholder meetings may be held at any place within or without the state,
as provided in the bylaws, provided that under                                  

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the MGCL, stockholder meetings must be held in the United States. Under the     
Lockheed Bylaws, special stockholder meetings may be called by a majority of the
Lockheed Board or the Chairman or the Vice Chairman of the Lockheed Board. Under
the Lockheed Martin Bylaws, special stockholder meetings may be called by the   
Executive Committee of the Lockheed Martin Board, a majority of the Lockheed    
Martin Board, the Chairman of the Lockheed Martin Board, the President or by the
Secretary at the written request of stockholders entitled to cast at least 25%  
of the votes entitled to be cast at such meeting. Under the MGCL, unless        
requested by the holders of a majority of shares entitled to vote thereon, a    
special meeting of stockholders does not need to be called to consider any      
matter that is substantially the same as a matter voted on at a special meeting 
held within the preceding 12 months.                                            

    Under both the DGCL and the MGCL, written notice of a stockholders meeting
must state the place, date and time of the meeting, and if a special meeting,   
the purpose. Under the Lockheed Bylaws, such notice must be delivered personally
or by mail not less than ten nor more than 60 days prior to the meeting. Under  
the Lockheed Martin Bylaws, such notice must be delivered personally or mailed  
not less than 30 nor more than 90 days prior to the meeting.                    

   In accordance with the DGCL, the Lockheed Bylaws provide that stockholder
proxies are valid for three years from their date unless the proxy provides for 
a longer period. The MGCL and the Lockheed Martin Bylaws provide that proxies   
are valid for 11 months from their date, unless the proxy otherwise provides.   

   Voting by Stockholders. Under the Lockheed Bylaws, except with respect to
the election of directors (or as otherwise provided by the Lockheed Charter, the
Lockheed Bylaws, or by applicable law), action by Lockheed stockholders is taken
by the vote, at a meeting at which a quorum is present, of the holders of a     
majority of the outstanding shares entitled to vote thereon. However, subject to
applicable law and the Lockheed Charter, the Lockheed Bylaws allow the Lockheed 
Board to require a larger vote upon any question or election. Under the Lockheed
Martin Charter, except with respect to the amendment of certain provisions      
thereof (or as otherwise provided by the Lockheed Martin Charter or by          
applicable law), action by Lockheed Martin stockholders generally is taken by   
the affirmative vote, at a meeting at which a quorum is present, of stockholders
representing a majority of all votes entitled to be cast on the matter          
(including without limitation, certain extraordinary actions, such as mergers,  
consolidations and charter amendments, that under the MGCL would, absent        
provision in the Lockheed Martin Charter, require the affirmative vote of       
two-thirds of the votes entitled to be cast thereon).                           

Stockholder Action Without a Meeting. Under the Lockheed Charter,     
consistent with the DGCL, no action may be taken by the stockholders except at a
meeting. Under the MGCL, Lockheed Martin stockholders may act by unanimous      
written consent provided certain conditions are met.                            

     Absence of Rights Plan. Lockheed entered into the Lockheed Rights Agreement
in 1986. Lockheed Martin has not adopted a rights plan at this time but may     
decide to do so in the future.                                                  

Business Combinations. Under the MGCL, certain "business combinations"
(including a merger, consolidation, share exchange or, in certain circumstances,
an asset transfer or issuance or reclassification of equity securities) with    
certain "interested stockholders" (as defined for purposes of such provisions)  
may be prohibited for a five-year period and thereafter may be subject to, among
other things, certain stockholder approvals. See "DESCRIPTION OF LOCKHEED MARTIN
CAPITAL STOCK -- Certain Antitakeover Effects of Lockheed Martin Charter and    
Bylaws and Maryland Law -- Business Combinations."                              

In addition to the MGCL requirements, the Lockheed Martin Charter also
contains a provision requiring that, subject to certain exceptions, any         
"business combination" between Lockheed Martin and a Related Person must be     
approved by 80% of the outstanding shares of Voting Stock and by 67% of the     
outstanding shares of Voting Stock not owned by the Related Person. See         
"DESCRIPTION OF LOCKHEED MARTIN CAPITAL STOCK -- Certain Antitakeover Effects of
Lockheed Martin Charter and Bylaws and Maryland Law -- Business Combinations."  

Under Section 203 of the DGCL ("Section 203"), certain "business      
combinations" with "interested stockholders" (each as defined in Section 203) of
Delaware corporations are subject to a three-year                               

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moratorium unless specified conditions are met. The provisions of Section 203 do
not apply to Lockheed because Lockheed elected not to be subject to the         
provisions of Section 203.                                                      

Control Share Acquisitions.  Under the MGCL, stock acquired in certain
"control share" acquisitions has no voting rights except to the extent approved 
by a vote of two-thirds of the votes entitled to be cast by stockholders in the 
election of directors, excluding shares of stock as to which the acquiring      
person, officers of the corporation and directors of the corporation who are    
employees of the corporation are entitled to exercise or direct the exercise of 
the voting power of the shares in the election of directors. See "DESCRIPTION OF
LOCKHEED MARTIN CAPITAL STOCK -- Certain Antitakeover Effects of Lockheed Martin
Charter and Bylaws and Maryland Law -- Control Share Acquisitions." The DGCL has
no comparable control share acquisition statute.                                

 Indemnification and Limitation of Liability. Delaware and Maryland have
similar laws respecting indemnification by a corporation of its officers,       
directors, employees and other agents. The laws of both states also permit, with
certain exceptions, corporations to adopt a provision in their certificate of   
incorporation or charter eliminating the liability of a director to the         
corporation or its stockholders for monetary damages for breach of the          
director's fiduciary duty of care. There are nonetheless certain differences    
between the laws of the two states respecting indemnification and limitation of 
liability.                                                                      

   The Lockheed Charter eliminates the liability of directors to the fullest
extent permissible under the DGCL, as such law exists currently or as it may be 
amended in the future. Such provision may not eliminate or limit director       
monetary liability for (a) breaches of the director's duty of loyalty to the    
corporation or its stockholders; (b) acts or omissions not in good faith or     
involving intentional misconduct or knowing violations of law; (c) the payment  
of unlawful dividends or unlawful stock repurchases or redemptions; or (d)      
transactions in which the director received an improper personal benefit. The   
DGCL provides that indemnification is mandatory to the extent a director,       
officer, employee or agent acting in good faith and in a manner he or she       
reasonably believed to be in, or not opposed to, the best interests of the      
corporation, or with respect to any criminal action or proceeding, there was no 
reason to believe his or her conduct was unlawful, or has been successful on the
merits or otherwise in the defense of any proceeding covered by the             
indemnification statute.                                                        

  The DGCL generally permits (and the Lockheed Charter therefore requires)
indemnification for expenses incurred in the defense or settlement of derivative
or third-party actions, provided there is a determination by a quorum of        
directors who were not parties to the action, or if such quorum is not          
obtainable or if directed by such quorum by independent legal counsel or by a   
majority vote of a quorum of the stockholders, that the person seeking          
indemnification acted in good faith and in a manner reasonably believed to be   
in, or not opposed to, the best interests of the corporation, or in a criminal  
proceeding that the person had no reason to believe his or her conduct to be    
unlawful. Without court approval, however, no indemnification may be made in    
respect of any derivative action in which such person is adjudged liable. The   
DGCL states that the indemnification provided by statute shall not be deemed    
exclusive of any other rights under any bylaw, agreement, vote of stockholders  
or disinterested directors or otherwise.                                        

    The Lockheed Martin Charter limits the monetary liability of both officers
and directors to the maximum extent permissible under the MGCL. The exceptions  
to such a liability limitation in the charter of a Maryland corporation         
generally are to the extent that (a) it is proved that the person received an   
improper benefit or profit in money, property or services, for the amount of    
benefit or profit so received, and (b) a judgment or other final adjudication   
adverse to the person is entered in a proceeding based on a finding that the    
person's action or failure to act was the result of active and deliberate       
dishonesty and was material to the cause of action. Under the MGCL, unless      
limited by the charter, indemnification is mandatory if a director or an officer
has been successful on the merits or otherwise in the defense of any proceeding 
by reason of his or her service as a director unless such indemnification is not
otherwise permitted as described in the following sentence. Indemnification is  
permissive unless it is established that (a) the act or omission of the director
was material to the matter giving rise to the proceeding and was committed in   
bad faith or was the result of active and deliberate dishonesty, (b) the        
director actually received an improper personal benefit in money, property or   
services or (c) in the case of a criminal proceeding, the director had          
reasonable cause to believe his or her                                          

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act or omission was unlawful. In addition to the foregoing, a court of          
appropriate jurisdiction may under certain circumstances order indemnification  
if it determines that the director or officer is fairly and reasonably entitled 
to indemnification in view of all the relevant circumstances, whether or not the
director or officer has met the standards of conduct set forth in the preceding 
sentence or has been adjudged liable on the basis that a personal benefit was   
improperly received in a proceeding charging improper personal benefit to the   
director or the officer. If the proceeding was an action by or in the right of  
the corporation or involved a determination that the director or officer        
received an improper personal benefit, however, no indemnification may be made  
if the individual is adjudged liable to the corporation, except to the extent of
expenses approved by a court of appropriate jurisdiction.                       

    Under the MGCL, where indemnification is permissible it must be authorized
(a) by the board of directors by a majority vote of a quorum consisting of      
directors who are not parties to the proceeding (or if such a quorum cannot be  
obtained, the determination may be made by a majority vote of a committee of the
board which consists solely of two or more directors who are not parties to the 
proceeding and who were designated to act by a majority of the full board), (b) 
by special legal counsel selected by the board of directors or by a committee of
the board (or if the requisite quorum of the board cannot be obtained and the   
committee cannot be established, a majority of the full board, including        
directors who are parties, may select the special counsel), or (c) by a vote of 
the stockholders other than those stockholder-directors who are party to the    
proceedings.                                                                    

 In Maryland, expenses may be advanced to a director, and to an officer,
employee or agent who is not a director to the same extent that they may be     
advanced to a director unless limited by the charter. Advances to officers,     
employees and agents may be generally authorized in the corporation's charter or
bylaws, by action of the board of directors or by contract. Delaware law permits
such general authorization of advances to directors and officers but requires   
approval by the directors of advances to employees and agents of the            
corporation.                                                                    

Dissenter's or Appraisal Rights. Under the DGCL, a stockholder of a   
corporation who does not consent to certain major corporate transactions may,   
under varying circumstances, be entitled to dissenter's or appraisal rights     
pursuant to which such stockholder may receive cash in the amount of the fair   
market value of his or her shares in lieu of the consideration he or she would  
otherwise receive in the transaction. Unless the corporation's certificate of   
incorporation provides otherwise, such appraisal rights are not available in    
certain circumstances, including without limitation (a) with respect to the     
sale, lease or exchange of all or substantially all of the assets of a          
corporation, (b) with respect to a merger or consolidation by a corporation the 
shares of which are either listed on a national securities exchange or are held 
of record by more than 2,000 holders if such stockholders receive only shares of
the surviving corporation or shares of any other corporation which are either   
listed on a national securities exchange or held of record by more than 2,000   
holders, plus cash in lieu of fractional shares, or (c) to stockholders of a    
corporation surviving a merger if no vote of the stockholders of the surviving  
corporation is required to approve the merger because the merger agreement does 
not amend the existing certificate of incorporation, each share of the surviving
corporation outstanding prior to the merger is an identical outstanding or      
treasury share after the merger, and the number of shares to be issued in the   
merger does not exceed 20% of the shares of the surviving corporation           
outstanding immediately prior to the merger and if certain other conditions are 
met. Under Delaware law, dissenter's or appraisal rights are not available to   
Lockheed stockholders in connection with the Combination.                       

Under the MGCL, stockholders have the right to demand and to receive  
payment of the fair value of their stock in the event of (a) a merger or        
consolidation, (b) a share exchange, (c) certain sales of all or substantially  
all of the assets, (d) a charter amendment altering contract rights of          
outstanding stock, as expressly set forth in the charter, and substantially     
adversely affecting the stockholder's rights (unless, as is the case with the   
Lockheed Martin Charter, the right to do so is reserved in the charter), or (e) 
certain business combinations with interested stockholders which are subject to 
or exempted from the MGCL's business combination statute and in connection with 
the approval of voting rights of certain stockholders under the MGCL's control  
share acquisition statute. Except with respect to certain business combinations 
and in connection with appraisal and dissenters' rights existing as a result of 
the MGCL's control share acquisition statute, the right to demand and receive   
payment of fair value does not apply to (a) stock listed on a national          
securities exchange or a national market system security designated on an       
interdealer quotation system by the                                             

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National Association of Securities Dealers, Inc., (b) stock of the successor in 
a merger (unless the merger alters the contract rights of the stock or converts 
the stock in whole or in part into something other than stock, cash, scrip or   
other interests) or (c) stock of an open-end investment company registered with 
the Commission under the Investment Company Act of 1940 and the stock is valued 
in the transaction at its net asset value. Except in the case of appraisal and  
dissenters' rights existing as a result of the MGCL's control share acquisition 
statutes, these rights are available only when the stockholder (a) files with   
the corporation a timely, written objection to the transaction and (b) does not 
vote in favor of the transaction. In addition, the stockholder must make a      
demand on the successor corporation for payment of the stock within 20 days of  
the acceptance of articles by the State Department of Assessments and Taxation  
of the State of Maryland.                                                       

Prohibition on Payment of Greenmail. The Lockheed Bylaws contain a    
provision requiring that any purchase by Lockheed or any subsidiary of shares of
any class of equity securities from any beneficial owner of 5% or more of       
Lockheed's outstanding capital stock entitled to vote in the election of        
directors must first be approved by the affirmative vote of holders of a        
majority of outstanding shares of such stock not owned by such person. The      
provision is not effective with respect to the purchase, acquisition, redemption
or exchange of such capital stock provided for under the Lockheed Charter or    
made as a part of a tender offer or exchange offer by Lockheed to purchase all  
securities of the same class made on the same terms to all holders.             

The Lockheed Martin Charter contains a provision requiring that any   
purchase by Lockheed Martin of shares of stock entitled to vote generally in the
election of directors from a beneficial owner for less than two years of 5% or  
more of outstanding shares of such stock at a price per share in excess of the  
market price for the shares at such time or certain other transactions with such
stockholder, including a merger or consolidation, or the sale or transfer of    
more than $10,000,000 of assets or equity securities, must first be approved by 
the affirmative vote of holders of a majority of outstanding shares of such     
stock not owned by such stockholder. Under the Lockheed Martin Charter, this    
provision may be amended or repealed only by the affirmative vote of holders of 
at least 80% of the outstanding shares of such stock.                           

 Dissolution. Under the DGCL, unless the board of directors approves the
proposal to dissolve, dissolution of the corporation must be approved by all    
stockholders entitled to vote thereon. Only if the dissolution is initiated by  
the board of directors may it be approved by a simple majority of the           
corporation's stockholders.                                                     

     Under the DGCL, the Court of Chancery, upon application by any stockholder,
may appoint a custodian or receiver (a) if the stockholders are so divided that 
they have failed to elect successors to directors whose terms have expired, (b) 
if the business of the corporation is suffering or is threatened with           
irreparable injury because of a deadlock of directors, or (c) if the corporation
has abandoned its business but has not liquidated. Upon the order of the Court  
of Chancery or in the event of clause (c) above, the corporation may be         
liquidated and its assets distributed.                                          

The MGCL provides for the voluntary dissolution of a corporation by a 
resolution adopted by a majority of the corporation's board of directors. A vote
of two-thirds of all votes entitled to be cast on the matter generally is       
necessary to approve the dissolution, but, in accordance with the MGCL, the     
Lockheed Martin Charter reduces the stockholder vote required to approve a      
dissolution to a majority of the votes entitled to be cast on the matter.       

   The MGCL also provides that stockholders entitled to cast at least 25% of
all the votes entitled to be cast in the election of directors may petition a   
court of equity for an involuntary dissolution of the corporation on the ground 
that (a) the directors are so divided respecting the management of the          
corporation's affairs that the votes required for action by the board cannot be 
obtained, or (b) the stockholders are so divided that directors cannot be       
elected. Any stockholder entitled to vote in the election of directors of a     
Maryland corporation, however, may petition a court of equity to dissolve the   
corporation on the ground that (a) the stockholders are so divided that they    
have failed, for a period which includes at least two consecutive annual meeting
dates, to elect successors to directors whose terms would have expired on the   
election and qualification of their successors, or (b) the acts of the directors
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    Dividends. The DGCL permits a corporation to declare and pay dividends out
of surplus or, if there is no surplus, out of net profits for the fiscal year in
which the dividend is declared and/or for the preceding fiscal year as long as  
the amount of capital of the corporation following the declaration and payment  
of the dividend is not less than the aggregate amount of the capital represented
by the issued and outstanding stock of all classes having a preference upon the 
distribution of assets. In addition, the DGCL generally provides that a         
corporation may redeem or repurchase its shares only if such redemption or      
repurchase would not impair the capital of the corporation or if it repurchases 
shares having a preference upon the distribution of any of its assets that it   
retires such shares upon acquisition (and provided, that after any reduction in 
capital made in connection with such retirement of shares, the corporation's    
remaining assets are sufficient to pay any debts not otherwise provided for).   

     The MGCL permits a corporation to make a distribution, including dividends,
redemptions or stock repurchases, unless prohibited by its charter or if        
following such distribution, the corporation would not be able to pay its debts 
in the ordinary course as they become due or the corporation's total assets     
would be less than the sum of its liabilities and, unless the charter provides  
otherwise, senior liquidation preferences. For purposes of determining whether a
distribution is lawful, the corporation's assets may be based upon fair value or
any other method of valuation that is reasonable under the circumstances.       

   Right to Examine Stockholder List. In compliance with the requirements of
the DGCL, the Lockheed Bylaws provide that stockholders have a right for a      
period of ten days prior to any stockholder meeting and during such meeting, to 
examine a list of stockholders of Lockheed, arranged in alphabetical order and  
showing the address and the number of shares held by such stockholder, for any  
purpose germane to such meeting. Further, under the DGCL, any stockholder,      
following a written request, has the right to inspect the corporation's books   
and records, including the stockholder list, during usual business hours for a  
proper purpose.                                                                 

  Under the MGCL, any one or more persons who for at least six months have
been the record holders of at least 5% of any class of stock are entitled to    
inspect and copy (among other things) the corporation's stock ledger and if the 
corporation does not maintain its stock ledger at its principal place of        
business, to request in writing a stockholder list. Following such request, the 
corporation has 20 days to produce a stockholder list with names, addresses and 
number of shares owned. In addition, under the Lockheed Martin Bylaws, the      
Secretary of the corporation must furnish a stockholder list at each meeting.   

     Interested Director Transactions. Under both the DGCL and the MGCL, certain
contracts or transactions in which one or more of a corporation's directors has 
an interest are not void or voidable because of such interest provided that     
certain conditions are met. Under the DGCL and the MGCL, any such contract or   
transaction may be ratified by the stockholders (as set forth below) or a       
majority of disinterested members of the board of directors or a committee      
thereof if (a) the material facts are disclosed or known thereto, or (b) the    
contract or transaction was fair (and under the MGCL, reasonable) to the        
corporation at the time it was approved. Under the DGCL, any ratification of    
such a contract or transaction by the stockholders must be made by a majority of
all stockholders in good faith. Under the MGCL, such ratification must be made  
by a majority of the disinterested stockholders.                                

   Preemptive Rights. Under the DGCL, stockholders have no preemptive rights
unless such rights are provided for in the certificate of incorporation. Under  
the MGCL, subject to several statutory exceptions and the power of the          
corporation to deny preemptive rights in its charter, stockholders have         
preemptive rights. The Lockheed Martin Charter denies preemptive rights to      
holders of any class of stock.                                                  

DESCRIPTION OF LOCKHEED MARTIN CAPITAL STOCK

  The summary of the terms of the stock of Lockheed Martin set forth below
does not purport to be complete and is subject to and qualified in its entirety 
by reference to the Lockheed Martin Charter and the Lockheed Martin Bylaws.     
Copies of the Lockheed Martin Charter and the Lockheed Martin Bylaws, in        
substantially the forms to be adopted prior to the consummation of the          
Combination, are attached as                                                    

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Exhibits A and B, respectively, to the Reorganization Agreement which is        
attached to this Joint Proxy Statement/Prospectus as Appendix I.                

AUTHORIZED CAPITAL STOCK                                                        

Under the Lockheed Martin Charter, the total number of shares of all  
classes of stock that Lockheed Martin has authority to issue is 820,000,000     
shares, of which 750,000,000 are shares of Lockheed Martin Common Stock,        
20,000,000 are shares of Lockheed Martin Series A Preferred Stock, and          
50,000,000 are shares of Lockheed Martin Series Preferred Stock.                

The additional shares of authorized stock available for issuance by   
Lockheed Martin might be issued at such times and under such circumstances as to
have a dilutive effect on earnings per share and on the equity ownership of the 
holders of Lockheed Martin Common Stock. The ability of the Lockheed Martin     
Board to issue additional shares of stock could enhance the Lockheed Martin     
Board's ability to negotiate on behalf of the stockholders in a takeover        
situation and also could be used by the Lockheed Martin Board to make a change  
in control more difficult, thereby denying stockholders the potential to sell   
their shares at a premium and entrenching current management.                   

COMMON STOCK                                                                    

Subject to any preferential rights of the Lockheed Martin Series A    
Preferred Stock or any series of Lockheed Martin Series Preferred Stock, holders
of shares of Lockheed Martin Common Stock will be entitled to receive dividends 
on such stock out of assets legally available for distribution when, as and if  
authorized and declared by the Lockheed Martin Board and to share ratably in the
assets of Lockheed Martin legally available for distribution to its stockholders
in the event of its liquidation, dissolution or winding-up. Lockheed Martin will
not be able to pay any dividend or make any distribution of assets on shares of 
Lockheed Martin Common Stock until cumulative dividends on shares of the        
Lockheed Martin Series A Preferred Stock and on any other shares of Lockheed    
Martin Series Preferred Stock then outstanding with dividend or distribution    
rights senior to the Lockheed Martin Common Stock have been paid. See "THE      
REORGANIZATION AGREEMENT -- Lockheed Martin Following Combination" with respect 
to the anticipated initial quarterly dividend on the Lockheed Martin Common     
Stock.                                                                          

  Holders of Lockheed Martin Common Stock will be entitled to one vote per
share on all matters voted on generally by the stockholders, including the      
election of directors, and, except as otherwise required by law or except as    
provided with respect to the Lockheed Martin Series A Preferred Stock or any    
series of Lockheed Martin Series Preferred Stock, the holders of such shares    
will possess all voting power. See "-- Series A Preferred Stock -- Voting       
Rights." The Lockheed Martin Charter does not provide for cumulative voting for 
the election of directors except as described under "-- Certain Antitakeover    
Effects of Lockheed Martin Charter and Bylaws and Maryland Law -- Prohibition on
Payment of Greenmail; Cumulative Voting for Directors." Thus, the holders of    
more than one-half of the outstanding shares of Lockheed Martin Common Stock    
generally will be able to elect all the directors of Lockheed Martin then       
standing for election and holders of the remaining shares will not be able to   
elect any director.                                                             

The shares of Lockheed Martin Common Stock, when issued to holders of 
outstanding shares of Lockheed Common Stock or Martin Marietta Common Stock in  
connection with the Combination, or when issued upon conversion of shares of the
Lockheed Martin Series A Preferred Stock, will be validly issued, fully paid and
non-assessable.                                                                 

Holders of Lockheed Martin Common Stock will have no preferences,     
preemptive, conversion, or exchange rights.                                     

SERIES A PREFERRED STOCK                                                        

    The shares of Lockheed Martin Series A Preferred Stock, when issued to the
holder of the outstanding shares of Martin Marietta Series A Preferred Stock in 
connection with the Combination, will be validly issued, fully paid and         
non-assessable.                                                                 

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Designation and Amount                                                      

     The Lockheed Martin Series A Preferred Stock will have a par value of $1.00
per share and a liquidation preference of $50 per share, plus accrued and unpaid
dividends. The authorized number of shares of Lockheed Martin Series A Preferred
Stock is 20,000,000. The terms of the Lockheed Martin Marietta Series A         
Preferred Stock are essentially the same as those of the Martin Marietta Series 
A Preferred Stock issued to GE on April 2, 1993.                                

Rank                                                                        

    With respect to dividend rights and rights on liquidation, dissolution and
winding up, the Lockheed Martin Series A Preferred Stock will rank senior to all
other classes of stock of Lockheed Martin except those classes of preferred     
stock expressly designated as ranking on a parity with the Lockheed Martin      
Series A Preferred Stock.                                                       

Dividends                                                                   

    Preferential cash dividends at the per share rate of $.75 per quarter will
accrue (whether or not declared and whether or not funds are legally available  
for payment) from the last quarterly dividend payment date on which dividends   
have been paid with respect to the Martin Marietta Series A Preferred Stock,    
will be cumulative and will compound quarterly, to the extent they are unpaid,  
at the rate of 6% per annum computed on the basis of a 360-day year of twelve   
30-day months. Holders of shares of Lockheed Martin Series A Preferred Stock are
not entitled to any other dividends.                                            

Redemption                                                                  

  Upon the giving of specified notice, on or after April 2, 1998, Lockheed
Martin, at its option, will be entitled to redeem any or all shares of Lockheed 
Martin Series A Preferred Stock, at a redemption price of $50 per share, plus an
amount equal to accrued and unpaid dividends thereon to and including the date  
of redemption (the "Redemption Price"), but only if the Average Closing Price   
(as described below) of Lockheed Martin Common Stock (calculated as of the      
record date fixed for notifying holders of such redemption) equals or exceeds   
the applicable percentage of the Conversion Price (as described below) set forth
opposite the date that occurs on or that immediately preceded such record date: 

                                                                [Download Table]

                                                                 PERCENTAGE OF  
                           APRIL 2                              CONVERSION PRICE
--------------------------------------------------------------  ----------------
                                                                                
1998..........................................................       130.0%     
1999..........................................................       122.5%     
2000..........................................................       115.0%     
2001..........................................................       107.5%     
2002 and thereafter...........................................       100.0%     

  The "Average Closing Price" per share of Lockheed Martin Common Stock on
any day shall be deemed to be the average of the closing prices for Lockheed    
Martin Common Stock for the 20 consecutive trading days commencing 30 trading   
days before the day in question, with each day's closing sale price being the   
reported last sale price regular way or, in case no such reported sale takes    
place on such day, the average of the reported closing bid and asking prices, in
either case on the NYSE.                                                        

     In lieu of paying the Redemption Price in cash, Lockheed Martin may, at its
sole option, pay such Redemption Price in shares of Lockheed Martin Common      
Stock. The number of shares of Lockheed Martin Common Stock issuable in lieu of 
a cash payment of the Redemption Price will be the number of fully paid and     
nonassessable shares of Lockheed Martin Common Stock as will have an aggregate  
Average Closing Price as of the redemption date equal to the aggregate          
liquidation preference of the shares of Lockheed Martin Series A Preferred Stock
being redeemed.                                                                 

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   Within 15 days of its receipt of notice of a redemption payable in shares
of Lockheed Martin Common Stock, each holder of Lockheed Martin Series A        
Preferred Stock will have the right to elect not to retain such Lockheed Martin 
Common Stock and to request a Backstop Registration (as described below) of some
or all of the shares of Lockheed Martin Common Stock to be received in the      
redemption (the "Redemption Common Stock"). A holder's failure to timely so     
request Backstop Registration will be deemed to be an election by the holder to 
retain such Lockheed Martin Common Stock.                                       

   A Backstop Registration for shares of Lockheed Martin Common Stock issued
in lieu of a redemption in cash will be conducted substantially in the manner   
described under "STANDSTILL AGREEMENT -- Special Liquidity                      
Provisions -- Backstop Registration."                                           

     When the Backstop Registration has been completed, the net proceeds thereof
will be distributed to the holders who requested the Backstop Registration pro  
rata in respect of their interests in the Lockheed Martin Common Stock subject  
to the Backstop Registration. Any such Backstop Registration not consummated    
within six months will be deemed to have been abandoned. To the extent the net  
proceeds per share from such Backstop Registration are less than the sum of the 
Redemption Price and the interest on such Redemption Price (at an annual rate   
published by the Board of Governors of the Federal Reserve System for U.S.      
Treasury Bonds maturing 10 years from the applicable redemption date) from the  
applicable redemption date to and including the date of payment in respect of a 
requesting holder's redeemed shares of Lockheed Martin Series A Preferred Stock,
Lockheed Martin will pay to the requesting holder an amount in cash equal to the
applicable difference.                                                          

Conversion Rights                                                           

     The holders of shares of Lockheed Martin Series A Preferred Stock will have
the right, at their option, to convert each share into such number of fully paid
and nonassessable shares of Lockheed Martin Common Stock as is determined by    
dividing $50 by the Conversion Price (as defined below) in effect at the time of
conversion. As of the Merger Date, the "Conversion Price" for the Lockheed      
Martin Series A Preferred Stock will be $34.5525. The Conversion Price will be  
subject to anti-dilution adjustments as described below under "Anti-Dilution    
Provisions."                                                                    

Anti-Dilution Provisions                                                    

The number of shares of stock into which each share of Lockheed Martin
Series A Preferred Stock is convertible will be subject to certain anti-dilution
adjustments upon the occurrence of certain events such as (i) stock dividends or
other distributions on the Lockheed Martin Common Stock or other stock of       
Lockheed Martin payable in Lockheed Martin Common Stock, (ii) stock splits,     
reverse stock splits, share exchanges or reclassifications affecting the        
Lockheed Martin Common Stock, (iii) certain issuances of Lockheed Martin Common 
Stock (or rights, warrants or securities convertible or exchangeable into       
Lockheed Martin Common Stock) at a price per share (or having a conversion or   
exercise price per share) less than the Average Closing Price of Lockheed Martin
Common Stock on the date of issuance, (iv) distributions to holders of Lockheed 
Martin Common Stock or any other class of stock of Lockheed Martin of evidences 
of indebtedness or assets of Lockheed Martin (excluding any regular quarterly   
dividend of Lockheed Martin paid in cash out of the consolidated earnings or    
consolidated retained earnings of Lockheed Martin in an amount not exceeding    
125% of the average of the four regular quarterly dividends paid by Lockheed    
Martin for the immediately preceding four quarters (including for this purpose  
dividends paid by Martin Marietta prior to the Merger Date)), and (v)           
repurchases, by Lockheed Martin or any of its subsidiaries, by self tender offer
or otherwise, of any shares of Lockheed Martin Common Stock at a weighted       
average purchase price in excess of the Average Closing Price immediately prior 
to such repurchase.                                                             

Voting Rights                                                               

  Except as otherwise provided below or as required by law, the holders of
shares of Lockheed Martin Series A Preferred Stock will not be entitled to vote 
on any matter on which the holders of any voting securities of Lockheed Martin  
will be entitled to vote.                                                       

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   Upon a default with respect to Lockheed Martin's senior bank facility (if
any) or any successor thereto or replacement thereof (as amended from time to   
time, the "Senior Bank Facility") that is not substantially cured within six    
months from the declaration thereof pursuant to the Senior Bank Facility (but   
without regard to any waivers granted by the lenders under such Senior Bank     
Facility) (a "Bank Debt Default"), the holders of the Lockheed Martin Series A  
Preferred Stock, voting as a separate class, will be entitled to elect the      
smallest number of directors of the Lockheed Martin Board that shall constitute 
no less than 25% of the authorized number of directors of the Lockheed Martin   
Board until the Bank Debt Default is cured, or until GE is no longer entitled to
designate any directors of Lockheed Martin pursuant to the Standstill Agreement,
whichever first occurs. Following expiration of such rights of GE under the     
Standstill Agreement, the holders of the Lockheed Martin Series A Preferred     
Stock will have only the voting rights described below and as otherwise required
by law. See "THE STANDSTILL AGREEMENT -- Voting."                               

In the event that dividends payable on the Lockheed Martin Series A   
Preferred Stock are in arrears for six quarters (whether or not consecutive)(a  
"Preferred Dividend Default") and if the holders of the Lockheed Martin Series A
Preferred Stock are not then represented on the Lockheed Martin Board by        
directors elected as a result of a Bank Debt Default, until the Preferred       
Dividend Default is cured, a majority in interest of the holders of Lockheed    
Martin Series A Preferred Stock, voting separately as a class with holders of   
shares of any other class of preferred stock upon which like voting rights have 
been conferred, will be entitled to elect two additional directors of Lockheed  
Martin.                                                                         

  In the event of any merger, consolidation, business combination or share
exchange involving Lockheed Martin or any sale, lease or conveyance of all or   
substantially all of the assets of Lockheed Martin upon which the holders of    
Lockheed Martin Common Stock are entitled to vote, the holder of each share of  
Lockheed Martin Series A Preferred Stock will be entitled to vote together with 
the holders of shares of Lockheed Martin Common Stock and to cast the number of 
votes equal to the number of shares of Lockheed Martin Common Stock into which  
such shares of Lockheed Martin Series A Preferred Stock are then convertible;   
provided, however, that the holders of the Lockheed Martin Series A Preferred   
Stock will not be entitled to vote upon acquisitions which, within any 12-month 
period, do not (i) involve greater than an aggregate of $25 million of          
transaction value (including assumed liabilities, whether contingent or not) or 
(ii) adversely affect the economic or legal position of the holders of Lockheed 
Martin Series A Preferred Stock or their rights, preferences, privileges or     
voting powers.                                                                  

So long as any shares of the Lockheed Martin Series A Preferred Stock 
remain outstanding, the consent of the holders of at least 66 2/3% of the shares
of Lockheed Martin Series A Preferred Stock then outstanding (voting separately 
as a class) given in person or by proxy, at any special or annual meeting called
for such purpose, or by written consent as permitted by law and the Lockheed    
Martin Charter and Lockheed Martin Bylaws, will be necessary to amend, alter or 
repeal any of the provisions of the Lockheed Martin Charter which would         
adversely affect any right, preference, privilege, or voting power of Lockheed  
Martin Series A Preferred Stock or of the holders thereof; provided, however,   
that any such amendment, alteration or repeal that would authorize, create or   
issue any additional shares of preferred stock or any other shares of stock     
(whether or not already authorized) ranking on a parity with or junior to the   
Lockheed Martin Series A Preferred Stock as to dividends and on the distribution
of assets upon liquidation, dissolution or winding up, will be deemed not to    
materially and adversely affect such rights, preferences, privileges or voting  
powers.                                                                         

Liquidation Rights                                                          

    Subject to the rights of holders of Lockheed Martin Series Preferred Stock
ranking on a parity with the Lockheed Martin Series A Preferred Stock, upon any 
dissolution, liquidation or winding up of the affairs of Lockheed Martin,       
whether voluntary or involuntary (collectively, a "Liquidation"), the holders of
shares of Lockheed Martin Series A Preferred Stock will be entitled to receive  
liquidating distributions in the amount of $50 per share, plus an amount equal  
to all dividends accrued and unpaid thereon to the date of Liquidation, before  
any distribution or payment is made to holders of Lockheed Martin Common Stock  
or on any other class of stock of Lockheed Martin ranking junior as to dividends
or assets distributable upon Liquidation to the holders of shares of Lockheed   
Martin Series A Preferred Stock. After the payment to the holders of the        
Lockheed Martin Series A Preferred Stock of the full preferential amounts       
described above, the holders of the                                             

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Lockheed Martin Series A Preferred Stock will not be entitled to any further    
participation in any distribution or payment by Lockheed Martin.                

 Neither the merger or consolidation of Lockheed Martin into or with any
other corporation, nor the merger or consolidation of any other corporation into
or with Lockheed Martin, nor a sale, transfer or lease of all or any part of the
assets of Lockheed Martin, will, without further corporate action, be deemed to 
be a Liquidation.                                                               

Tax Provisions                                                              

    Lockheed Martin will treat the Lockheed Martin Series A Preferred Stock as
equity (not debt) for all federal, state, local and other tax purposes. Lockheed
Martin will use its reasonable best efforts to ensure that it has adequate      
earnings and profits, within the meaning of Section 312 of the Code, or any     
successor provision, to ensure that all dividend distributions on the Lockheed  
Martin Series A Preferred Stock and all distributions in redemption of the      
Lockheed Martin Series A Preferred Stock that are treated as distributions with 
respect to stock under Section 302(d) of the Code (or any successor provisions) 
will be treated as dividends within the meaning of Section 316 of the Code (or  
any successor provision); provided that such reasonable best efforts do not     
require Lockheed Martin to incur any material out-of-pocket costs unless such   
costs are reimbursed by GE.                                                     

Certain Potential Antitakeover Effects of the Lockheed Martin Series A      
Preferred Stock                                                                 

     Although the issuance of shares of Lockheed Martin Series A Preferred Stock
to GE in connection with the Combination is not intended as an antitakeover     
device, it should be noted that such issuance, and the issuance of Lockheed     
Martin Common Stock or other securities into which the Lockheed Martin Series A 
Preferred Stock is convertible or exchangeable and the provisions of the        
Standstill Agreement, may have certain antitakeover effects. It may discourage  
or render more difficult a merger, tender offer or proxy contest involving      
Lockheed Martin or deter a third party from seeking to acquire control of       
Lockheed Martin. See "THE STANDSTILL AGREEMENT -- Voting" and "-- Certain       
Antitakeover Effects of Lockheed Martin Charter and Bylaws and Maryland Law."   

SERIES PREFERRED STOCK                                                          

    The Lockheed Martin Board is authorized to issue shares of Lockheed Martin
Series Preferred Stock, in one or more series or classes, and to fix for each   
such series or class the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or          
conditions of redemption, as are permitted by Maryland law. The Lockheed Martin 
Board could authorize the issuance of shares of Lockheed Martin Series Preferred
Stock with terms and conditions which could discourage a takeover or other      
transaction that holders of some or a majority of shares of Lockheed Martin     
Common Stock might believe to be in their best interests or in which such       
holders might receive a premium for their shares of stock over the then market  
price of such shares. As of the date hereof, no shares of Lockheed Martin Series
Preferred Stock are outstanding and the Lockheed Martin Board has no present    
intent to issue any shares of Lockheed Martin Series Preferred Stock after the  
Merger Date.                                                                    

PREEMPTIVE RIGHTS                                                               

    No holder of any shares of any class of stock of Lockheed Martin will have
any preemptive or preferential right to acquire or subscribe for any unissued   
shares of any class of stock or any authorized securities convertible into or   
carrying any right, option or warrant to subscribe for or acquire shares of any 
class of stock.                                                                 

TRANSFER AGENT AND REGISTRAR                                                    

     The principal transfer agent and registrar for Lockheed Martin Common Stock
will be First Chicago Trust Company of New York.                                

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CERTAIN ANTITAKEOVER EFFECTS OF LOCKHEED MARTIN CHARTER AND BYLAWS AND MARYLAND 
LAW                                                                             

General                                                                     

   Certain provisions of the Lockheed Martin Charter and Bylaws may have the
effect of impeding the acquisition of control of Lockheed Martin by means of a  
tender offer, a proxy fight, open market purchases or otherwise in a transaction
not approved by the Lockheed Martin Board.                                      

  The provisions of the Lockheed Martin Charter and Bylaws described below
are designed to reduce the vulnerability of Lockheed Martin to an unsolicited   
proposal for the restructuring or sale of all or substantially all of the assets
of Lockheed Martin or an unsolicited takeover attempt which does not provide    
that all of Lockheed Martin's outstanding shares will be acquired or which is   
otherwise unfair to Lockheed Martin stockholders. The summary of such provisions
set forth below does not purport to be complete and is subject to and qualified 
in its entirety by reference to the Lockheed Martin Charter and Bylaws.         

  The Lockheed Martin Board is not presently aware of any attempt to bring
about a change in control of Lockheed Martin and has no present intention to    
introduce additional measures which might have an anti-takeover effect. The     
Lockheed Martin Board, however, expressly reserves the right to introduce such  
measures in the future.                                                         

Removal of Directors                                                        

    The Lockheed Martin Charter provides that a director may be removed by the
stockholders only for cause and only by the affirmative vote of at least 80% of 
the votes entitled to be cast in the election of directors. This provision      
precludes stockholders from removing incumbent directors and filling the        
vacancies created by such removal with their own nominees except upon a         
substantial affirmative vote. This provision may be amended or repealed only by 
the affirmative vote of at least 80% of the votes entitled to be cast in the    
election of directors.                                                          

Business Combinations                                                       

Under the MGCL, certain "business combinations" (including a merger,  
consolidation, share exchange, or, in certain circumstances, an asset transfer  
or issuance or reclassification of equity securities) between a Maryland        
corporation and (i) any person who beneficially owns 10% or more of the voting  
power of the corporation's shares, (ii) an affiliate of such corporation who, at
any time within the two-year period prior to the date in question, was the      
beneficial owner of 10% or more of the voting power of the then-outstanding     
voting stock of the corporation (in either case, an "interested stockholder"),  
or (iii) any affiliate of an interested stockholder, are prohibited for five    
years after the most recent date on which the interested stockholder became an  
interested stockholder, and thereafter must be recommended by the board of      
directors of the Maryland corporation and approved by the affirmative vote of at
least (a) 80% of the votes entitled to be cast by holders of its outstanding    
voting shares, and (b) two-thirds of the votes entitled to be cast by holders of
such outstanding voting shares, other than shares held by the interested        
stockholder with whom the business combination is to be effected; unless, among 
other things, the corporation's stockholders receive a minimum price (as defined
in the MGCL) for their shares and the consideration is received in cash or in   
the same form as previously paid by the interested stockholder for its shares.  
These provisions of the MGCL do not apply to business combinations that are     
approved or exempted by the board of directors of the corporation prior to the  
time that the interested stockholder becomes an interested stockholder.         

Lockheed Martin will generally be governed by the MGCL's business     
combinations statute. However, the Lockheed Martin Board has exempted any       
business combination with GE from its application.                              

In addition to the MGCL requirements, the Lockheed Martin Charter also
contains a provision requiring that any business combination between Lockheed   
Martin and a Related Person must be approved by 80% of the outstanding shares of
Voting Stock and by two-thirds of the outstanding shares of Voting Stock not    
owned by the Related Person. This provision does not apply to a business        
combination approved by a two-thirds vote of the directors in office prior to   
the time a Related Person becomes a Related Person (and certain other directors 
designated from time to time as "Continuing Directors") or if the consideration 
received by the                                                                 

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stockholders other than the Related Person is not less than the highest price   
per share paid by the Related Person prior to the business combination and a    
proxy statement complying with the regulations of the Exchange Act shall have   
been sent to all stockholders. Under the Lockheed Martin Charter, this provision
may be amended only by the same two supermajority votes required for approval of
a business combination. The Lockheed Martin Charter provides that Lockheed and  
Martin Marietta and certain of their subsidiaries are not Related Persons for   
purposes of this provision.                                                     

Control Share Acquisitions                                                  

    The MGCL provides that "control shares" of a Maryland corporation acquired
in a "control share acquisition" have no voting rights except to the extent     
approved by a vote of two-thirds of the votes entitled to be cast by            
stockholders in the election of directors, excluding shares of stock as to which
the acquiring person, officers of the corporation and directors of the          
corporation who are employees of the corporation are entitled to exercise or    
direct the exercise of the voting power of the shares in the election of        
directors. "Control shares" are voting shares of stock which, if aggregated with
all other shares of stock previously acquired by such person, would entitle the 
acquiror to exercise voting power in electing directors within one of the       
following ranges of voting power: (i) one-fifth or more but less than one-third,
(ii) one-third or more but less than a majority or (iii) a majority of all      
voting power. Control shares do not include shares which the acquiring person is
entitled to vote as a result of having previously obtained stockholder approval.
A "control share acquisition" means the acquisition, directly or indirectly, of 
control shares, subject to certain exceptions.                                  

     A person who has made or proposes to make a control share acquisition, upon
satisfaction of certain conditions (including an undertaking to pay expenses),  
may compel the board of directors to call a special meeting of stockholders to  
be held within 50 days of demand to consider the voting rights of the shares.   

  If voting rights are not approved at the meeting or if the acquiror does
not deliver an acquiring person statement as required by the statute, then      
subject to certain conditions and limitations, the corporation may redeem any or
all of the control shares, except those for which voting rights have previously 
been approved, for fair value determined, without regard to voting rights, as of
the date of the last control share acquisition or of any meeting of stockholders
at which the voting rights of such shares are considered and not approved. If   
voting rights for control shares are approved at a stockholders' meeting and the
acquiror becomes entitled to vote a majority of the shares entitled to vote, all
other stockholders may exercise appraisal rights. The fair value of the shares  
as determined for purposes of such appraisal rights may not be less than the    
highest price per share paid in the control share acquisition, and certain      
limitations and restrictions generally applicable to the exercise of appraisal  
rights do not apply in the context of a control share acquisition.              

    The control share acquisition statute does not apply to shares acquired in
a merger, consolidation or share exchange if the corporation is a party to the  
transaction or to acquisitions approved or excepted by the charter or the bylaws
of the corporation.                                                             

    The business combination statute and the control share acquisition statute
could have the effect of discouraging unsolicited offers to acquire Lockheed    
Martin and of increasing the difficulty of consummating any such offer.         

Prohibition on Payment of Greenmail; Cumulative Voting for Directors        

The Lockheed Martin Charter contains a provision requiring that any   
purchase by Lockheed Martin of shares of Voting Stock from an Interested        
Stockholder (as defined in such provision, any person who has been a beneficial 
owner for less than two years of 5% or more of outstanding shares of Voting     
Stock) other than pursuant to an offer to holders of all the outstanding shares 
of the same class at a price in excess of the market price of the stock on the  
day immediately preceding the purchase, must first be approved by the           
affirmative vote of holders of a majority of outstanding shares of Voting Stock 
not owned by such Interested Stockholder. Under the Lockheed Martin Charter,    
this provision may be amended or repealed only by the affirmative vote of       
holders of at least 80% of the outstanding shares of Voting Stock.              

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     The Lockheed Martin Charter further provides that if any person (other than
Lockheed Martin or certain of its affiliates) beneficially owns Voting Stock    
representing 40% or more of the votes entitled to be cast by all the holders of 
outstanding shares of Voting Stock, (i) the directors of Lockheed Martin will be
elected by cumulative voting, and (ii) one or more candidates may be nominated  
by certain disinterested directors, or by any beneficial owner of Voting Stock  
having an aggregate market price of $250,000 or more.                           

Advance Notice of Director Nominations and New Business                     

     The Lockheed Martin Bylaws provide that (i) with respect to annual meetings
of stockholders, nominations of persons for election to the Lockheed Martin     
Board and the proposal of business to be considered by stockholders may be made 
only (a) pursuant to Lockheed Martin's notice of the meeting, (b) by or at the  
direction of the Lockheed Martin Board or (c) by a stockholder who has complied 
with the advance notice procedures set forth in the Lockheed Martin Bylaws and  
is entitled to vote at the meeting; and (ii) with respect to special meetings of
stockholders, only the business specified in Lockheed Martin's notice of meeting
may be brought before the meeting. Nominations of persons for election to the   
Lockheed Martin Board may be made at a special meeting of stockholders at which 
directors are to be elected pursuant to Lockheed Martin's notice of meeting only
(i) by or at the direction of the Lockheed Martin Board, or (ii) by a           
stockholder who has complied with the advance notice provisions set forth in the
Lockheed Martin Bylaws and is entitled to vote at the meeting.                  

Right to Examine Stockholder List                                           

  Under the MGCL, any one or more persons who for at least six months have
been the record holders of at least 5% of any class of stock are entitled to    
inspect and copy the corporation's stock ledger and if the corporation does not 
maintain its stock ledger at its principal place of business, to request in     
writing a stockholder list. See "COMPARISON OF STOCKHOLDERS'                    
RIGHTS -- Comparison of Stockholder Rights with Respect to Lockheed Martin and  
Lockheed -- Right to Examine Stockholder List."                                 

Effect of Certain Provisions                                                

The provisions in the Lockheed Martin Charter on removal of directors,
payment of greenmail, cumulative voting for directors in the event that a       
stockholder owns 40% or more of the Voting Stock, and the business combinations,
control share acquisition and right to examine stockholder list provisions of   
MGCL, and the advance notice provisions of the Lockheed Martin Bylaws, could    
have the effect of delaying, deterring or preventing a change in control of     
Lockheed Martin. In addition, the Lockheed Martin Omnibus Plan contains         
provisions applicable to a change of control situation. See "LOCKHEED MARTIN    
1995 OMNIBUS PERFORMANCE AWARD PLAN."                                           

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MANAGEMENT OF LOCKHEED MARTIN 

DIRECTORS                                                                       

As provided in the Reorganization Agreement, immediately following the
Combination, the Lockheed Martin Board will initially have 24 members, 12 of    
whom will be designated by Lockheed and 12 of whom will be designated by Martin 
Marietta.                                                                       

The following table sets forth information as to the persons who are  
expected to serve as directors of Lockheed Martin following the Combination.    

                                                        [Enlarge/Download Table]

       NAME AND YEAR                                                                        
        FIRST BECAME                                                                        
         A DIRECTOR            AGE AS OF                  BUSINESS EXPERIENCE               
   OF LOCKHEED OR MARTIN      DECEMBER 31,             DURING THE PAST FIVE YEARS           
  MARIETTA, AS APPLICABLE         1994                   AND OTHER INFORMATION              
----------------------------  ------------  ------------------------------------------------
                                                                                            
Lockheed Designees                                                                          
Lynne V. Cheney                    53       W. H. Brady, Jr., Distinguished Fellow at the   
  (1994)                                    American Enterprise Institute for Public Policy 
                                            Research, an independent, nonpartisan           
                                            organization sponsoring original research on    
                                            domestic and international economic policy,     
                                            foreign and defense policy, and social and      
                                            political issues since 1992; served as Chairman 
                                            of the National Endowment for the Humanities, an
                                            independent federal agency supporting education,
                                            research, preservation, and public programs in  
                                            humanities, 1986-1992; director of Reader's     
                                            Digest Association, Inc., IDS Mutual Fund Group 
                                            and The Interpublic Group of Companies, Inc.    

Lodwrick M. Cook                   66       Chairman of the Board of ARCO, a petroleum, coal
  (1991)                                    and chemical company; served as Chief Executive 
                                            Officer of ARCO from October 1985 to July 1994; 
                                            served as a director of ARCO since 1980; served 
                                            as an executive officer of ARCO since 1970;     
                                            director of H. F. Ahmanson & Company; director  
                                            of Home Savings of America and Chairman of the  
                                            Board of Directors of ARCO Chemical Company.    

Houston I. Flournoy                65       Special Assistant to the President for          
  (1976)                                    Governmental Affairs, University of Southern    
                                            California, Sacramento, California, since August
                                            1981; Professor of Public Administration,       
                                            University of Southern California, Sacramento,  
                                            California, 1981 to 1993; served as Vice        
                                            President for Governmental Affairs, University  
                                            of Southern California, Los Angeles, 1978 to    
                                            1981; director of Fremont General Corporation,  
                                            Fremont Investment and Loan Corporation and     
                                            Tosco Corporation.                              

James F. Gibbons                   63       Dean of the School of Engineering, Stanford     
  (1985)                                    University, Stanford, California, since         
                                            September 1984; Professor of Electronics,       
                                            Stanford University, since 1964; director of    
                                            Raychem Corporation, Centrigram Communications  
                                            Corporation, Cisco Systems Incorporated and El  
                                            Paso Natural Gas Company.                       

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       NAME AND YEAR                                                                        
        FIRST BECAME                                                                        
         A DIRECTOR            AGE AS OF                  BUSINESS EXPERIENCE               
   OF LOCKHEED OR MARTIN      DECEMBER 31,             DURING THE PAST FIVE YEARS           
  MARIETTA, AS APPLICABLE         1994                   AND OTHER INFORMATION              
----------------------------  ------------  ------------------------------------------------
                                                                                            
Lawrence O. Kitchen                71       Chairman of the Executive Committee of Lockheed 
  (1975)                                    since January 1, 1989; served as Chairman of the
                                            Board and Chief Executive Officer of Lockheed,  
                                            1986 to 1988; served as President and Chief     
                                            Operating Officer of Lockheed, 1975 to 1985;    
                                            serves on the Advisory Board of the Industrial  
                                            Bank of Japan; director of Kendall-Jackson      
                                            Winery, Ltd.                                    

Vincent N. Marafino                64       Vice Chairman of the Board and Chief Financial  
  (1980)                                    and Administrative Officer of Lockheed since    
                                            August 1, 1988; served as Executive Vice        
                                            President -- Chief Financial and Administrative 
                                            Officer of Lockheed, 1983 to 1988; served as an 
                                            executive officer of Lockheed since 1971.       

David S. Potter                    69       Served as Chairman of the Board of John Fluke   
  (1987)                                    Manufacturing Company, Inc., an electronic      
                                            instrument and sensor firm, Everett, Washington,
                                            1990-1991; retired Vice President and Group     
                                            Executive of General Motors Corporation; served 
                                            as Vice President of General Motors Corporation,
                                            1976 to 1985; director of John Fluke Manu-      
                                            facturing Company, Inc.                         

Frank Savage                       56       Chairman, Alliance Capital Management           
  (1990)                                    International, an investment management company,
                                            since 1994; Senior Vice President of The        
                                            Equitable Life Assurance Society of the United  
                                            States since 1987; Chairman of the Board of     
                                            Alliance Corporate Finance Group, Inc. since    
                                            1993; Chairman of the Board of Equitable Capital
                                            Management Corporation, 1992-1993; and Vice     
                                            Chairman of the Board of Equitable Capital      
                                            Management Corporation, 1986-1992; director of  
                                            Alliance Capital Management Corporation, ARCO   
                                            Chemical Company, Lexmark Corporation, and      
                                            Essence Communications, Inc.; trustee of Johns  
                                            Hopkins University and Howard University; mem-  
                                            ber of the Council on Foreign Relations;        
                                            director of the Boys Choir of Harlem, New York  
                                            Philharmonic; and former U.S. Presidential      
                                            appointee to the Board of Directors of U.S.     
                                            Synthetic Fuels Corporation.                    

Daniel M. Tellep                   63       Chairman of the Board and Chief Executive       
  (1987)                                    Officer of Lockheed since January 1, 1989;      
                                            served as President of Lockheed, August 1988 to 
                                            December 1988; served as Group                  
                                            President -- Missiles and Space Systems of Lock-
                                            heed, 1986 to 1988, and President, Lockheed     
                                            Missiles & Space Company, Inc., a wholly owned  
                                            subsidiary of Lockheed, 1984 to 1988; served as 
                                            an executive officer of Lockheed since March    
                                            1983; director of First Interstate Bancorp,     
                                            Southern California Edison Company, and SCEcorp.

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       NAME AND YEAR                                                                        
        FIRST BECAME                                                                        
         A DIRECTOR            AGE AS OF                  BUSINESS EXPERIENCE               
   OF LOCKHEED OR MARTIN      DECEMBER 31,             DURING THE PAST FIVE YEARS           
  MARIETTA, AS APPLICABLE         1994                   AND OTHER INFORMATION              
----------------------------  ------------  ------------------------------------------------
                                                                                            
Carlisle A. H. Trost               64       Retired Admiral, U.S. Navy, 1990; Chief of Naval
  (1990)                                    Operations, United States Navy, 1986-1990; also 
                                            served as Commander in Chief, U.S. Atlantic     
                                            Fleet, Commander U.S. Seventh Fleet, and Deputy 
                                            Commander in Chief of the U.S. Pacific Fleet;   
                                            director of Louisiana Land and Exploration      
                                            Company, General Public Utilities Corp. and     
                                            General Public Utilities -- Nuclear Corp.,      
                                            General Dynamics Corporation, Burdeshaw         
                                            Associates Ltd., Precision Components           
                                            Corporations, and Bird-Johnson Company, and     
                                            Trustee of the U.S. Navy Academy Foundation.    

James R. Ukropina                  57       Partner, O'Melveny & Myers, a law firm, Los     
  (1988)                                    Angeles, California, since 1992; former Chairman
                                            of the Board and Chief Executive Officer of     
                                            Pacific Enterprises, a diversified holding      
                                            company, 1989 to 1991; served as President of   
                                            Pacific Enterprises, 1986 to 1989; served as    
                                            Executive Vice President and General Counsel of 
                                            Pacific Lighting Corporation, 1984 to 1986;     
                                            director of Pacific Mutual Life Insurance       
                                            Company and member of the Board of Trustees of  
                                            Stanford University.                            

Douglas C. Yearley                 58       Chairman of the Board, President and Chief      
  (1990)                                    Executive Officer of Phelps Dodge Corporation, a
                                            producer of copper and copper products, carbon  
                                            blacks, and wheels and rims for medium and heavy
                                            trucks, Phoenix, Arizona, serving as Chairman   
                                            and Chief Executive Officer since 1989 and      
                                            President since 1991; served as Executive Vice  
                                            President of Phelps Dodge Corporation from 1987 
                                            to 1989; served as President of Phelps Dodge    
                                            Industries, a division of Phelps Dodge          
                                            Corporation, from 1988 to 1990; served as Senior
                                            Vice President of Phelps Dodge Corporation from 
                                            1982 to 1986; director of Phelps Dodge          
                                            Corporation, J.P. Morgan & Co. Incorporated,    
                                            Morgan Guaranty Trust Company of New York and   
                                            USX Corporation.                                

Martin Marietta Designees                                                                   
Norman R. Augustine                59       Chairman of the Board of Martin Marietta since  
  (1986)                                    1988 and Chief Executive Officer since 1987;    
                                            served as Vice Chairman between 1987 and 1988,  
                                            as President and Chief Operating Officer in 1986
                                            and 1987, as Executive Vice President in 1985   
                                            and 1986, and as a Senior Vice President in     
                                            1985; director of Phillips Petroleum Company and
                                            Proctor & Gamble Co.                            

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       NAME AND YEAR                                                                        
        FIRST BECAME                                                                        
         A DIRECTOR            AGE AS OF                  BUSINESS EXPERIENCE               
   OF LOCKHEED OR MARTIN      DECEMBER 31,             DURING THE PAST FIVE YEARS           
  MARIETTA, AS APPLICABLE         1994                   AND OTHER INFORMATION              
----------------------------  ------------  ------------------------------------------------
                                                                                            
Marcus C. Bennett                  58       Vice President and Chief Financial Officer of   
  (1993)                                    Martin Marietta since 1988; served as Vice      
                                            President of Finance from 1984 to 1988; serves  
                                            as Chairman of Martin Marietta Materials, Inc., 
                                            a majority owned subsidiary of Martin Marietta, 
                                            and Orlando Central Park, Inc. and Chesapeake   
                                            Park, Inc., wholly owned subsidiaries of Martin 
                                            Marietta; director of Carpenter Technology,     
                                            Inc.; member of the Financial Executives        
                                            Institute, MAPI Finance Council and The Economic
                                            Club of Washington; serves as a director of the 
                                            Private Sector Council and as a member of its   
                                            CFO Task Force.                                 

A. James Clark                     67       Chairman of the Board of Clark Enterprises,     
  (1981)                                    Inc., a holding company engaged in the          
                                            construction business since 1987; served as its 
                                            President since 1972; director of GEICO         
                                            Insurance Co., Potomac Electric Power Company   
                                            and Carr Realty Corporation; member of the Board
                                            of Trustees of The Johns Hopkins University and 
                                            a member of the University of Maryland          
                                            Foundation.                                     

Edwin I. Colodny                   68       Of Counsel to Paul, Hastings, Janofsky & Walker;
  (1987)                                    served as Chief Executive Officer of USAir, Inc.
                                            from 1975 until retiring in June 1991 and as    
                                            Chairman of the Board of USAir, Inc. from 1978  
                                            until July 1992; also served as Chairman of the 
                                            Board of USAir Group, Inc. from 1983 until      
                                            retiring from that position in July 1992;       
                                            director of USAir Group, Inc., COMSAT           
                                            Corporation and Esterline Technologies Corp.;   
                                            member of the Board of Trustees of the          
                                            University of Rochester.                        

James L. Everett, III              68       Served as Chief Executive Officer of            
  (1976)                                    Philadelphia Electric Company from 1978 and     
                                            Chairman of its Board of Directors from 1982    
                                            until his retirement in 1988; director of Tasty 
                                            Baking Company.                                 

Edward L. Hennessy, Jr.            66       Served as Chairman of the Board and Chief       
  (1983)                                    Executive Officer of AlliedSignal Inc. from May 
                                            1979 through June 1991 and served as Chairman of
                                            AlliedSignal Inc. from July 1991 through        
                                            December 1991; director of The Bank of New York,
                                            Titan Pharmaceuticals, Inc., The Wackenhut      
                                            Corporation and Walden Residential Properties,  
                                            Inc; trustee of Catholic University of America  
                                            and Stevens Institute of Technology, a director 
                                            and treasurer of March of Dimes and a director  
                                            of Public TV, Channel 13.                       

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       NAME AND YEAR                                                                        
        FIRST BECAME                                                                        
         A DIRECTOR            AGE AS OF                  BUSINESS EXPERIENCE               
   OF LOCKHEED OR MARTIN      DECEMBER 31,             DURING THE PAST FIVE YEARS           
  MARIETTA, AS APPLICABLE         1994                   AND OTHER INFORMATION              
----------------------------  ------------  ------------------------------------------------
                                                                                            
Edward E. Hood, Jr.*               64       Joined GE in 1957 after service in the U.S. Air 
  (1993)                                    Force; elected a Vice President of GE in 1968   
                                            and Vice Chairman and Executive Officer of GE in
                                            1979; served as a director of GE from 1980 until
                                            his retirement in 1993; director of FlightSafety
                                            International, Inc., The Lincoln Electric       
                                            Company and Gerber Scientific, Inc; serves as   
                                            Chairman of the Board of Trustees of Rensselaer 
                                            Polytechnic Institute.                          

Caleb B. Hurtt                     63       Served as President and Chief Operating Officer 
  (1987)                                    of Martin Marietta from 1987 until his          
                                            retirement in January 1990; was its Executive   
                                            Vice President in 1987 and a Senior Vice        
                                            President from 1983 to 1987; Vice Chairman of   
                                            the Board of Trustees of Stevens Institute of   
                                            Technology; served as Chairman of the Board of  
                                            Governors of the Aerospace Industries           
                                            Association in 1989 and is a past Chairman of   
                                            the NASA Advisory Council.                      

Gwendolyn S. King                  54       Senior Vice President of Corporate and Public   
  (1992)                                    Affairs for PECO Energy Company (formerly       
                                            Philadelphia Electric Company) since October    
                                            1992; served as Commissioner of the Social      
                                            Security Administration from August 1989 through
                                            September 1992; and as Executive Vice President 
                                            of Gogol & Associates in Washington, D.C. from  
                                            March 1988 to July 1989; director of Monsanto   
                                            Company; member of the Executive Committee of   
                                            Pennsylvania Electric Association and recently  
                                            appointed by President Clinton to the Notch     
                                            Commission.                                     

Gordon S. Macklin                  66       Chairman of the Board of White River            
  (1992)                                    Corporation, an information services company;   
                                            served as Chairman of the Board of Hambrecht &  
                                            Quist, Inc., a venture capital and investment   
                                            banking company, from 1987 until his retirement 
                                            in April 1992; served as President of the       
                                            National Association of Securities Dealers, Inc.
                                            from 1970 until 1987; director of Fund American 
                                            Enterprises Holdings, Inc., MCI Communications  
                                            Corporation, Med-Immune, Inc. and Info Vest     
                                            Corporation; serves as director, trustee or     
                                            managing general partner, as the case may be, of
                                            most of the investment companies in the         
                                            Franklin/Templeton Group of Funds.              

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       NAME AND YEAR                                                                        
        FIRST BECAME                                                                        
         A DIRECTOR            AGE AS OF                  BUSINESS EXPERIENCE               
   OF LOCKHEED OR MARTIN      DECEMBER 31,             DURING THE PAST FIVE YEARS           
  MARIETTA, AS APPLICABLE         1994                   AND OTHER INFORMATION              
----------------------------  ------------  ------------------------------------------------
                                                                                            
Eugene F. Murphy*                  58       President and Chief Executive Officer of GE     
  (1993)                                    Aircraft Engines since 1993; served as President
                                            and Chief Executive Officer of GE Aerospace from
                                            1992 to 1993; served as Senior Vice President of
                                            GE Communications & Services from 1986 to 1992; 
                                            served as a member of President Reagan's        
                                            National Security Telecommunications Advisory   
                                            Committee; former Chairman and permanent member 
                                            of the Board of Directors of the Armed Forces   
                                            Communications and Electronics Association;     
                                            member of the Aerospace Industries Association  
                                            Board of Governors.                             

Allen E. Murray                    65       Served as Chairman of the Board and Chief       
  (1991)                                    Executive Officer of Mobil Corporation from 1986
                                            until his retirement on March 1, 1994; director 
                                            of Metropolitan Life Insurance Company,         
                                            Minnesota Mining and Manufacturing Company,     
                                            Morgan Stanley Group Inc. and St. Francis       
                                            Hospital; member of the Board of Trustees of New
                                            York University, a member of the Chase Manhat-  
                                            tan Bank International Advisory Committee, and  
                                            serves as a director of the American Petroleum  
                                            Institute; member of The Business Council, The  
                                            Business Roundtable, The Council on Foreign     
                                            Relations, and The Trilateral Commission.       

---------------                                                                 
* GE designees to the Lockheed Martin Board. See "THE STANDSTILL                
AGREEMENT -- Board Representation."                                         

For information concerning the interests of the directors of Lockheed 
Martin in the Combination, see "THE COMBINATION -- Interests of Certain Persons 
in the Combination."                                                            

COMPENSATION OF DIRECTORS                                                       

    Directors, other than employees of Lockheed Martin, will initially receive
$35,000 annually for service on the Lockheed Martin Board and $1,000 per meeting
attended, including the annual meeting of stockholders of Lockheed Martin. A    
total of $10,000 of the $35,000 will be paid annually in the form of share      
credits based on the value of Lockheed Martin Common Stock, subject to approval 
of the Directors Plan Proposal. Directors will also be reimbursed for expenses  
incurred in connection with attendance at Lockheed Martin Board and committee   
meetings.                                                                       

 The Lockheed Martin Board will have five standing committees: Audit and
Ethics, Compensation, Executive, Finance and Nominating. Non-employee directors 
of Lockheed Martin will initially receive $5,000 annually for each committee on 
which they serve and $1,000 per committee meeting attended. Additionally,       
committee chairs, if held by non-employee directors, will receive the following 
compensation: initially, Chairmen of the Audit and Ethics, Compensation,        
Executive, and Finance Committees will receive $4,000 additional compensation   
per year, and the Chairman of the Nominating Committee will receive $2,000      
additional compensation per year. See "-- Committees of the Board of Directors."

     It is anticipated that a deferred compensation plan will be implemented for
non-employee directors, pursuant to which they will be entitled to defer all or 
a portion of their cash compensation for service as a director and committee    
member.                                                                         

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The mandatory retirement age for directors is 70. However, in order to
assist Lockheed Martin in the transition period following the Combination, Mr.  
Kitchen and Mr. Potter will be eligible to serve on the Lockheed Martin Board   
until the annual meetings of stockholders in 1996 and 1997, respectively, at    
which time each will be 72 years of age. It is expected that following          
retirement from the Lockheed Martin Board non-employee directors will be paid an
annual retirement benefit equal to the amount of the annual fee (including both 
the cash and stock portions thereof) in effect on the date the director leaves  
the Lockheed Martin Board. These amounts will be paid in cash in regular        
installments for a period equal to the number of years that the director serves 
on the Lockheed Martin Board as a non-employee director. If the director retires
at the mandatory retirement age after satisfying a vesting period to be         
determined, the benefit will be paid annually for life.                         

  Lockheed Martin also intends to implement a financial counseling program
which will provide reimbursement to directors for tax and financial planning and
tax preparation services and for which Lockheed Martin will pay a maximum of    
$6,000 annually per participant. In addition, for each non-employee director    
Lockheed Martin intends to provide a $100,000 death benefit and provide $500,000
coverage for death or dismemberment resulting from an accident while traveling  
on company business.                                                            

In the interests of promoting giving to charitable institutions and   
tax-exempt educational institutions, Lockheed Martin will maintain a plan which 
will allow each director (except continuing directors from Martin Marietta who  
have a comparable benefit through a substantially similar plan) to recommend one
or more charitable organizations that would receive, in the aggregate, up to $1 
million, such contribution to be payable to the designated institution(s) upon a
director's death. Lockheed Martin expects to fund the program through the       
purchase of insurance on the directors' lives. Directors will not receive any   
economic benefit from the program because the insurance proceeds and charitable 
deductions will accrue solely to Lockheed Martin.                               

COMMITTEES OF THE BOARD OF DIRECTORS                                            

     Pursuant to the Reorganization Agreement, Martin Marietta and Lockheed have
agreed that membership on the major committees of the Lockheed Martin Board will
initially consist of an equal number of designees of Martin Marietta and        
Lockheed. The members of such committees will be determined by the Lockheed     
Martin Board prior to the Combination.                                          

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OFFICERS                                                                        

    Set forth below are the names and titles of certain of the persons who are
expected to serve as officers of Lockheed Martin following the Combination.     

                                                                [Download Table]

                 NAME                                      OFFICE                  
---------------------------------------  ------------------------------------------
                                                                                   
Daniel M. Tellep.......................  Chairman of the Board; Chief Executive    
                                         Officer                                   
Norman R. Augustine....................  President                                 
Vincent N. Marafino....................  Executive Vice President                  
A. Thomas Young........................  Executive Vice President                  
Kenneth W. Cannestra...................  Sector President -- Aeronautics           
Vance D. Coffman.......................  Sector President -- Space and Strategic   
                                         Missiles                                  
Thomas A. Corcoran.....................  Sector President -- Electronics           
Peter B. Teets.........................  Sector President -- Information and       
                                         Technology Services                       
Marcus C. Bennett......................  Senior Vice President and Chief Financial 
                                         Officer                                   
Frank H. Menaker, Jr...................  Vice President and General Counsel        
Robert E. Rulon........................  Vice President and Controller             
Walter E. Skowronski...................  Vice President and Treasurer              
William T. Vinson......................  Vice President and Chief Counsel          
Lillian M. Trippett....................  Corporate Secretary                       

    It is expected that Mr. Tellep will be Chief Executive Officer of Lockheed
Martin through 1995 and Chairman of the Lockheed Martin Board through 1996. It  
is also expected that Mr. Augustine will be President of Lockheed Martin through
1995, become President and Chief Executive Officer at the end of 1995 and       
Chairman of the Board and Chief Executive Officer at the end of 1996.           

For information concerning the interests of certain of the above-named
individuals in the Combination, see "THE COMBINATION -- Interests of Certain    
Persons in the Combination."                                                    

COMPENSATION OF EXECUTIVE OFFICERS                                              

  Lockheed Martin has not yet paid any compensation to its Chief Executive
Officer or any of its other executive officers and the form and amount of such  
compensation has not yet been determined. The Lockheed Martin Board will rely on
its Compensation Committee composed of non-employee Board members to recommend  
the form and amount of compensation to be paid to Lockheed Martin's executive   
officers.                                                                       

    It is anticipated that, when the Compensation Committee meets to determine
such compensation, which meeting is not expected to occur until after the Merger
Date, the Committee will generally adhere to compensation policies which reflect
the belief that (i) Lockheed Martin must attract and retain individuals of      
outstanding ability and motivate and reward such individuals for sustained      
performance, (ii) a substantial portion of an executive's compensation should be
at risk based upon that executive's performance and that of the corporation, and
(iii) within these parameters, levels of compensation should generally be in    
line with that offered by comparable corporations. Hewitt Associates has been   
engaged to advise the Compensation Committee as to the compensation paid by     
companies of a size and complexity generally comparable to Lockheed Martin. In  
addition, each of Lockheed and Martin Marietta has asked three of its current   
directors to work with Hewitt Associates so as to be prepared to offer advice to
the Compensation Committee shortly following the Merger Date. On an ongoing     
basis the type and amount of compensation to be paid by Lockheed                

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Martin to its officers will be entirely discretionary and within the subjective 
judgment of the Compensation Committee.                                         

 For information concerning the compensation paid to the Chief Executive
Officers and the other four most highly compensated executive officers of each  
of Lockheed and Martin Marietta for the 1993 fiscal year, see the 1994 Proxy    
Statements for Lockheed and Martin Marietta, the relevant portions of which are 
incorporated by reference into the Lockheed Form 10-K and the Martin Marietta   
Form 10-K, respectively. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." 

OWNERSHIP OF LOCKHEED, MARTIN MARIETTA AND LOCKHEED MARTIN

LOCKHEED                                                                        

     Directors and Executive Officers. The following table sets forth the number
of shares of Lockheed Common Stock beneficially owned, as of December 31, 1994  
unless otherwise indicated, and the equivalent number of shares of Lockheed     
Martin Common Stock assuming consummation of the Combination, by each current   
director, the Chief Executive Officer and the four other most highly compensated
executive officers of Lockheed and for all current directors and executive      
officers of Lockheed as a group. The number of shares shown for each director   
and each of the named executive officers represent less than 1 percent of the   
shares of Lockheed Common Stock outstanding and Lockheed Martin Common Stock    
expected to be outstanding upon consummation of the Combination. The number of  
shares shown for all directors and executive officers as a group represented    
approximately 2.7 percent of the Lockheed Common Stock outstanding. Unless      
otherwise indicated, and except as such powers may be shared with their spouses,
the individuals named below have sole voting and investment power with respect  
to the shares indicated below.                                                  

                                                        [Enlarge/Download Table]

                                                                             EQUIVALENT  
                                                                             SHARES OF   
                                                                             LOCKHEED    
                                                                              MARTIN     
                                                                              COMMON     
                                                                              STOCK,     
                                                                             ASSUMING    
                                                         SHARES OF LOCKHEED  CONSUMMATION
                                                            COMMON STOCK      OF THE     
                         NAME                            BENEFICIALLY OWNED  COMBINATION 
-------------------------------------------------------  ------------------  ------------
                                                                                         
    K. W. Cannestra....................................   59,645(2)(3)          97,221   
*   Lynne V. Cheney....................................      451(1)(4)             735   
    V. D. Coffman......................................   62,862(2)(3)         102,465   
*   Lodwrick M. Cook...................................    1,414(1)              2,304   
*   Houston I. Flournoy................................    1,152(1)(5)           1,877   
*   James F. Gibbons...................................    2,429(1)              3,959   
    Robert G. Kirby....................................    1,577(1)              2,570   
*   Lawrence O. Kitchen................................   25,689(1)(2)          41,873   
*   Vincent N. Marafino................................  263,153(2)(3)         428,939   
    V. P. Peline.......................................  115,937(2)(3)         188,977   
    J. J. Pinola.......................................    1,152(1)(6)           1,877   
*   David S. Potter....................................    5,081(1)              8,282   
*   Frank Savage.......................................    1,518(1)              2,474   
*   Daniel M. Tellep...................................  327,179(2)(3)         533,301   
*   Carlisle A. H. Trost...............................      748(1)              1,219   
*   James R. Ukropina..................................    1,152(1)              1,877   
*   Douglas C. Yearley.................................    1,152(1)              1,877   
    All directors and executive officers as a group (50                                  
    individuals, including those named above)..........  1,619,7(7)          2,640,238   

---------------                                                                 

*   Lockheed designees to the Lockheed Martin Board. See "MANAGEMENT OF       
LOCKHEED MARTIN -- Directors."                                        

(1)  Includes shares held in trust under Lockheed's directors deferred          
compensation plan. As of December 31, 1994, Directors Cheney, Cook,   
Flournoy, Gibbons, Kirby, Kitchen, Pinola, Potter, Savage, Trost,     

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     Ukropina and Yearley have been credited with 151; 1,414; 152; 1,429; 1,577;
  152; 152; 4,981; 768; 748; 152 and 152 shares, respectively, pursuant to
  such plan. The directors do not have or share voting or investment power
 for their respective shares held in the trust, except in the event of a
tender offer.                                                         

(2)  Shares of Lockheed Common Stock held beneficially by Messrs. Cannestra,    
Coffman, Kitchen, Marafino, Peline and Tellep include 58,832; 60,909; 
21,000; 220,998; 109,395; and 313,933 shares, respectively, which are 
subject to presently exercisable options or options which will become 
exercisable upon consummation of the Combination. See "THE            
COMBINATION -- Interests of Certain Persons in the                    
Combination -- Lockheed."                                             

(3)  Includes shares held under the Lockheed Salaried Employees Savings Plan    
     Plus, as of November 30, 1994. Messrs. Cannestra, Coffman, Marafino, Peline
   and Tellep have been credited with 813; 753; 1,029; 1,042 and 877 shares,
respectively, pursuant to such plan.                                  

(4)  Includes 300 shares held in a trust of which Mrs. Cheney and her husband   
     are trustees and with respect to which she has shared voting and investment
power.                                                                

(5)  Includes 350 shares held in trusts of which Mr. Flournoy and his wife are  
trustees and with respect to which he has shared voting and investment
power.                                                                

(6)  Includes 1,000 shares held in a trust of which Mr. Pinola and his wife are 
trustees and with respect to which he has shared voting and investment
power.                                                                

(7)  Includes 1,509,637 shares which are subject to presently exercisable       
   options or options which will become exercisable upon consummation of the
  Combination (see "THE COMBINATION -- Interests of Certain Persons in the
   Combination -- Lockheed"); 24,007 shares held as of November 30, 1994, by
   the Lockheed Savings Plan for the beneficial interest of officers; 11,828
  shares held for the benefit of non-employee directors as of December 31,
    1994, by the trustee of the Lockheed Directors' Deferred Compensation Plan
  and as to which such non-employee directors have no voting or investment
    power, other than as to a tender offer; and certain shares with respect to
  which the officers and directors disclaim beneficial ownership or do not
have sole investment and voting power.                                

    Five Percent Stockholders. The following table sets forth information with
respect to the shares of Lockheed Common Stock which are held by persons known  
to Lockheed to be the beneficial owners of more than 5% of such stock. All      
information set forth in the following table is as of December 31, 1993, except 
as otherwise indicated.                                                         

                                                        [Enlarge/Download Table]

                                                                                LOCKHEED       
                                                                              COMMON STOCK     
                                                                           BENEFICIALLY OWNED  
                                                                         ----------------------
                                                                          NUMBER       PERCENT 
                    NAME AND ADDRESS OF STOCKHOLDER                      OF SHARES     OF CLASS
-----------------------------------------------------------------------  ---------     --------
                                                                                               
US Trust Company of California, N.A., New York, N.Y., as trustee of the  16,057,125(1)   25.6% 
Lockheed (ESOP Feature) Trust established under the Lockheed Salaried                          
Employee Savings Plan Plus, and the trustee of the Lockheed (Hourly                            
  ESOP) Trust established under the Lockheed Hourly Employee Savings                           
Plan Plus and the Lockheed Space Operations Company Hourly Employee                            
Investment Plan Plus                                                                           
  555 South Flower Street                                                                      
  Los Angeles, California 90071                                                                

INVESCO PLC                                                              5,301,085(2)     8.5% 
  11 Devonshire Square                                                                         
  London EC2M 4YR                                                                              
  England                                                                                      

Sanford C. Bernstein & Co., Inc.                                         4,651,269(3)     7.5% 
  One State Street Plaza                                                                       
  New York, New York 10004-1545                                                                

---------------                                                                 

(1)  As reported in Schedule 13G dated February 11, 1994. Stockholder has sole  
 dispositive power and shared voting power with respect to the number of
shares stated.                                                        

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(2)  As reported in Schedule 13G dated February 10, 1994. Stockholder has sole  
   voting power with respect to none of the shares, shared voting power with
    respect to 5,301,085 of the shares, sole dispositive power with respect to
   none of the shares and shared dispositive power with respect to 5,301,085
of the shares.                                                        

(3)  Information as of December 30, 1994, as reported in Schedule 13F dated     
January 25, 1995. Stockholder has sole voting power with respect to   
2,409,559 of the shares and sole dispositive power with respect to    
4,651,269 of the shares.                                              

MARTIN MARIETTA                                                                 

     Directors and Executive Officers. The following table sets forth the number
of shares of Martin Marietta Common Stock beneficially owned as of December 31, 
1994 by each current director, the Chief Executive Officer, and the four other  
most highly compensated executive officers of Martin Marietta and by all current
directors and executive officers of Martin Marietta as a group. Such number of  
shares would also be the equivalent number of shares of Lockheed Martin Common  
Stock assuming consummation of the Combination. The number of shares shown for  
each director and each of the named executive officers represented less than 1  
percent of the shares of Martin Marietta Common Stock outstanding and Lockheed  
Martin Common Stock expected to be outstanding upon consummation of the         
Combination. The number of shares shown for all executive officers and directors
as a group represented approximately 1.3 percent of the Martin Marietta Common  
Stock outstanding. Individuals have sole voting and investment power over the   
stock unless otherwise indicated in the footnotes.                              

                                                        [Enlarge/Download Table]

                                                                                 SHARES OF   
                                                                              MARTIN MARIETTA
                                                                               COMMON STOCK  
                                                                               BENEFICIALLY  
                                    NAME                                           OWNED     
----------------------------------------------------------------------------  ---------------
                                                                                             
 Lamar Alexander............................................................       100       
*Norman R. Augustine........................................................   429,380(1)(8) 
*Marcus C. Bennett..........................................................    67,529(2)(8) 
 John J. Byrne..............................................................     6,750       
*A. James Clark.............................................................    21,612       
*Edwin I. Colodny...........................................................     2,000       
*James L. Everett, III......................................................     6,750(3)    
*Edward L. Hennessy, Jr.....................................................     2,224       
*Edward E. Hood, Jr.........................................................     2,000       
*Caleb B. Hurtt.............................................................     4,336       
*Gwendolyn S. King..........................................................       200       
 Melvin R. Laird............................................................    69,100(4)    
*Gordon S. Macklin..........................................................     2,000       
 Frank H. Menaker, Jr.......................................................    79,100(5)(8) 
*Eugene F. Murphy...........................................................       200       
*Allen E. Murray............................................................     3,000       
 Peter B. Teets.............................................................    74,833(6)(8) 
 John W. Vessey, Jr.........................................................       400       
 A. Thomas Young............................................................   181,829(7)(8) 
 All executive officers and directors as a group                                             
   (27 individuals, including those named above)............................  1,234,64(8)(9) 

---------------                                                                 

*   Martin Marietta designees to the Lockheed Martin Board. See "MANAGEMENT OF
LOCKHEED MARTIN -- Directors."                                        

(1)  Includes 47,000 shares awarded to Mr. Augustine under Martin Marietta's    
   restricted stock award plans which are currently subject to the terms and
     conditions described in the governing plan documents. Also includes 326,800
    shares which are subject to presently exercisable options or options which
will become exercisable upon consummation of the Combination.         

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(2)  Includes 17,000 shares awarded to Mr. Bennett under Martin Marietta's      
   restricted stock award plans which are currently subject to the terms and
    conditions described in the governing plan documents. Also includes 40,800
    shares which are subject to presently exercisable options or options which
will become exercisable upon consummation of the Combination.         

(3)  Shares voting and investment power.                                        

(4)  Includes approximately 66,100 shares held by Metropolitan Life Insurance   
     Company and its subsidiaries. Mr. Laird specifically disclaims ownership of
these shares.                                                         

(5)  Includes 11,500 shares awarded to Mr. Menaker under Martin Marietta's      
   restricted stock award plans which are currently subject to the terms and
    conditions described in the governing plan documents. Also includes 59,400
    shares which are subject to presently exercisable options or options which
will become exercisable upon consummation of the Combination.         

(6)  Includes 18,000 shares awarded to Mr. Teets under Martin Marietta's        
   restricted stock award plans which are currently subject to the terms and
    conditions described in the governing plan documents. Also includes 42,000
    shares which are subject to presently exercisable options or options which
will become exercisable upon consummation of the Combination.         

(7)  Includes 36,000 shares awarded to Mr. Young under Martin Marietta's        
   restricted stock award plans which are currently subject to the terms and
     conditions described in the governing plan documents. Also includes 114,200
    shares which are subject to presently exercisable options or options which
will become exercisable upon consummation of the Combination.         

(8)  From 1989 through 1992, and for a portion of 1993, Martin Marietta made    
 matching contributions to participants' accounts in the Martin Marietta
     Corporation Performance Sharing Plan in Martin Marietta Common Stock. Where
 appropriate, the shares shown include an approximation of the number of
shares in the participant's account as of December 31, 1994. Executive
officers do not have investment power over these shares.              

(9)  Includes 812,900 shares of Martin Marietta Common Stock which are subject  
   to presently exercisable options or options which will become exercisable
upon consummation of the Combination and 172,750 shares awarded under 
 Martin Marietta's restricted stock award plans which are subject to the
terms and conditions described in the governing plan documents.       

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 For information concerning the effects of the Combination under certain
Martin Marietta benefit plans, see "THE COMBINATION -- Interests of Certain     
Persons in the Combination -- Martin Marietta."                                 

Five Percent Stockholders. The following table sets forth information 
concerning the only persons known to Martin Marietta to own beneficially more   
than 5% of the outstanding shares of Martin Marietta Common Stock.              

                                                        [Enlarge/Download Table]

                                                                       BENEFICIAL OWNERSHIP OF
                                                                           INDICATED CLASS    
                                                                       -----------------------
          NAME AND ADDRESS                                             NUMBER OF    PERCENT OF
           OF STOCKHOLDER                      CLASS OF STOCK           SHARES        CLASS   
-------------------------------------  ------------------------------  ---------    ----------
                                                                                              
General Electric Company               Martin Marietta                 20,000,000       100%  
  3135 Easton Turnpike                 Series A Preferred Stock(1)                            
  Fairfield, Connecticut 06341                                                                
Bankers Trust New York Corporation     Martin Marietta                 8,486,374(2)     8.8%  
  and its wholly owned subsidiary      Common Stock                                           
Bankers Trust Company, as trustee of                                                          
the Martin Marietta Corporation                                                               
Performance Sharing Plan and the                                                              
Martin Marietta Corporation Savings                                                           
and Investment Plan for Hourly                                                                
Employees                                                                                     
  280 Park Avenue                                                                             
  New York, New York 10017                                                                    
Brinson Partners, Inc. and its         Martin Marietta                 5,965,100(3)     6.2%  
  affiliated companies Brinson         Common Stock                                           
Holdings, Inc. and Brinson Trust                                                              
Company                                                                                       
  209 South LaSalle Street                                                                    
  Suite 120                                                                                   
  Chicago, Illinois 60604                                                                     

---------------                                                                 

(1) The Martin Marietta Series A Preferred Stock is convertible into Martin     
    Marietta Common Stock, has a liquidation preference of $50 per share, and is
non-voting except in certain circumstances. The Martin Marietta Series A
Preferred Stock has a conversion price of $34.5525 per share (subject to
adjustment in certain circumstances) and is convertible into 28,941,466 
shares (subject to adjustment) or approximately 23% of the outstanding  
shares of Martin Marietta Common Stock after giving effect to such      
   conversion (based upon the number of shares of Martin Marietta Common Stock
outstanding on February 7, 1995). See "THE STANDSTILL AGREEMENT."       

(2) As of December 31, 1994. Bankers Trust Company has expressly disclaimed     
beneficial ownership of these shares. Participants in these plans are   
  entitled to direct how shares in the plan participant's accounts are to be
voted.                                                                  

(3) As of September 30, 1994. Brinson Partners has advised Martin Marietta that 
it has sole investment power with respect to 5,825,000 shares and shared
investment power with respect to 140,100 shares.                        

In the Reconfiguration Agreement referred to under "THE STANDSTILL    
AGREEMENT," GE's management agreed to support the transactions contemplated by  
the Reorganization Agreement and to recommend to GE's Board of Directors that   
GE's shares of Martin Marietta Series A Preferred Stock be voted in favor of    
such transactions and that GE not assert any appraisal or dissenters' rights    
under the MGCL. In addition, GE acknowledged that the Atlantic Sub Merger is    
intended to qualify for pooling of interests accounting treatment and as a      
tax-free transaction under Section 351 of the Code, and GE made certain         
representations and commitments in connection therewith. Pursuant to the        
Reconfiguration Agreement, Lockheed Martin agreed that for a specified period of
time it would not transfer its interests in Martin Marietta or Martin Marietta  
Technologies, Inc. (a wholly owned subsidiary of Martin Marietta) other than for
fair value nor permit either of such companies to become subject to restrictions
on its ability to pay dividends. Lockheed Martin also agreed upon consummation  
of the Atlantic Sub Merger to become jointly and severally liable with Martin   

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Marietta for the obligations of Martin Marietta to GE under certain previous    
agreements between them. This agreement will be of no force or effect if the    
Combination is not consummated.                                                 

LOCKHEED MARTIN                                                                 

     There are currently outstanding 200 shares of Lockheed Martin Common Stock,
of which 100 are owned by each of Lockheed and Martin Marietta, which shares    
will be cancelled on consummation of the Combination. It is anticipated that,   
after giving effect to the Combination, approximately 200,000,000 shares of     
Lockheed Martin Common Stock will be outstanding and approximately 38,200,000   
additional shares will be reserved for issuance upon the exercise of options    
assumed by Lockheed Martin and upon conversion of the Lockheed Martin Series A  
Preferred Stock.                                                                

Directors and Executive Officers. No director or executive officer is 
expected to own more than one percent of the outstanding shares of Lockheed     
Martin Common Stock after giving effect to the Combination. The directors and   
executive officers of Lockheed Martin as a group are expected to beneficially   
own approximately 1.0% of the outstanding shares of Lockheed Martin Common Stock
after giving effect to the Combination. See "-- Lockheed" and "-- Martin        
Marietta" for the number of shares of Lockheed Martin Common Stock expected to  
be beneficially owned by each director, the Chief Executive Officer of Lockheed 
Martin and certain other executive officers of Lockheed Martin.                 

Five Percent Stockholders. The following table sets forth information 
concerning each person or group of persons known to Lockheed or Martin Marietta 
expected to beneficially own more than 5% of the outstanding shares of Lockheed 
Martin Common Stock after giving effect to the Combination.                     

                                                        [Enlarge/Download Table]

                                                                      EXPECTED BENEFICIAL    
                                                                     OWNERSHIP OF INDICATED  
                                                                    CLASS UPON CONSUMMATION  
                                                                       OF THE COMBINATION    
                                                                   --------------------------
                                                                    NUMBER OF      PERCENT OF
 NAME AND ADDRESS OF STOCKHOLDER           CLASS OF STOCK            SHARES         CLASS(1) 
---------------------------------  ------------------------------  -----------     ----------
                                                                                             
US Trust Company of California,    Lockheed Martin                 26,173,113           13.1%
N.A., New York, N.Y., as trustee     Common Stock                                            
of the Lockheed (ESOP Feature)                                                               
Trust established under the                                                                  
Lockheed Salaried Employee                                                                   
Savings Plan Plus, and the                                                                   
trustee of the Lockheed (Hourly                                                              
ESOP) Trust established under the                                                            
Lockheed Hourly Employee Savings                                                             
Plan Plus and the Lockheed Space                                                             
Operations Company Hourly                                                                    
Employee Investment Plan Plus                                                                
  555 South Flower Street                                                                    
  Los Angeles, California 90071                                                              
General Electric Company           Lockheed Martin                 20,000,000            100%
  3135 Easton Turnpike               Series A Preferred Stock(2)                             
  Fairfield, Connecticut 06341                                                               

---------------                                                                 

(1) Based on the number of shares of Lockheed Common Stock, Martin Marietta     
Common Stock and Martin Marietta Series A Preferred Stock outstanding on
December 31, 1994.                                                      

(2) The Lockheed Martin Series A Preferred Stock will be convertible into       
   Lockheed Martin Common Stock, will have a liquidation preference of $50 per
   share, and will be non-voting except in certain circumstances. The Lockheed
   Martin Series A Preferred Stock will have a conversion price of 34.5525 per
share (subject to adjustment in certain circumstances) and will be      
   convertible into 28,941,466 shares (subject to adjustment) or approximately
  13% of the outstanding shares of Lockheed Martin Common Stock after giving
effect to such conversion (based upon the number of shares of           

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  Lockheed Martin Common Stock expected to be outstanding immediately upon
consummation of the Combination).                                     

THE STANDSTILL AGREEMENT

In connection with the combination of the aerospace business of GE and
certain other businesses of GE with the businesses of Martin Marietta           
Technologies, Inc., on April 2, 1993, Martin Marietta issued to GE 20,000,000   
shares of Martin Marietta Series A Preferred Stock and entered into a standstill
agreement with GE. On the Merger Date, as a result of the Atlantic Sub Merger,  
GE's shares of Martin Marietta Series A Preferred Stock will be converted into  
Lockheed Martin Series A Preferred Stock. In anticipation of that event, Martin 
Marietta, Lockheed Martin and GE entered into an agreement dated August 29, 1994
as amended as of November 30, 1994 (the "Reconfiguration Agreement") that, among
other things, modified the standstill agreement with GE to anticipate the       
conversion of shares from Martin Marietta Series A Preferred Stock to Lockheed  
Martin Series A Preferred Stock.                                                

The following description is a summary of the standstill agreement, as
modified by the Reconfiguration Agreement (as such agreement would be in effect 
on the Merger Date, the "Standstill Agreement"), and is qualified in its        
entirety by reference to the provisions of the Standstill Agreement and         
Reconfiguration Agreement, which are incorporated by reference herein and       
included as exhibits to the Registration Statement of which this Joint Proxy    
Statement/Prospectus is a part.                                                 

TERM                                                                            

     The Standstill Agreement will continue in effect until the date on which GE
beneficially owns voting securities of Lockheed Martin, the voting power of     
which in the general election of directors of Lockheed Martin represents less   
than two and one-half percent of the total combined voting power in the general 
election of directors of Lockheed Martin of all the voting securities of        
Lockheed Martin then outstanding; provided, however, that the special liquidity 
provisions described below will survive such termination. See "-- Special       
Liquidity Provisions." For purposes of the Standstill Agreement, the term       
"voting securities" includes the Lockheed Martin Series A Preferred Stock.      

STANDSTILL PROVISIONS                                                           

    During the term of the Standstill Agreement, except as otherwise expressly
provided therein, GE will not, and will cause each of its affiliates and        
associates not to, singly or as part of a group (as defined in Section 13(d)(3) 
of the Exchange Act), directly or indirectly (i) acquire, offer to acquire, or  
agree to acquire, by purchase, gift or otherwise, any of Lockheed Martin's      
voting securities, (ii) make, or in any way participate in any "solicitation" of
"proxies" to vote (as such terms are defined in Rule 14a-1 under the Exchange   
Act), solicit any consent or communicate with or seek to advise or influence any
person or entity with respect to the voting of, any of Lockheed Martin's voting 
securities or become a "participant" in any "election contest" (as such terms   
are defined or used in Rule 14a-11 under the Exchange Act) with respect to      
Lockheed Martin, (iii) form, join or encourage the formation of, any "person"   
within the meaning of Section 13(d)(3) of the Exchange Act with respect to any  
of Lockheed Martin's voting securities (except an arrangement solely among GE   
and any of its wholly owned subsidiaries), (iv) deposit any Lockheed Martin     
voting securities into a voting trust or subject any such voting securities to  
any arrangement or agreement with respect to the voting thereof (except for such
an arrangement solely among GE and any of its wholly owned subsidiaries), (v)   
initiate, propose or otherwise solicit stockholders for the approval of one or  
more stockholder proposals with respect to Lockheed Martin as described in Rule 
14a-8 under the Exchange Act, or induce or attempt to induce any other person to
initiate any stockholder proposal, (vi) seek election to or seek to place a     
representative on the Lockheed Martin Board or, except with the approval of     
management of Lockheed Martin, seek the removal of any member of the Lockheed   
Martin Board, (vii) except with the approval of management of Lockheed Martin,  
call or seek to have called any meeting of the stockholders of Lockheed Martin, 
(viii) except through its representatives on the Lockheed Martin Board (or any  
committee thereof), otherwise act to seek to control, disrupt or influence the  
management, policies or affairs, of Lockheed Martin,                            

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except with the approval of management of Lockheed Martin; (ix) sell or         
otherwise transfer in any manner any of Lockheed Martin's voting securities to  
any "person" (within the meaning of Section 13(d)(3) of the Exchange Act) who   
owns or who as a result of such sale or transfer will own more than 3% of any   
class of Lockheed Martin's voting securities or who, without the approval of the
Lockheed Martin Board, has proposed a business combination or similar           
transaction with, or a change of control of, Lockheed Martin or who has proposed
a tender offer for Lockheed Martin's voting securities or who has discussed the 
possibility of proposing a business combination, tender offer or similar        
transaction with, or a change in control of, Lockheed Martin with GE or any of  
its respective affiliates or associates, (x) solicit, seek to effect, negotiate 
with or provide any information to any other party with respect to, or make any 
statement or proposal, whether written or oral, to the Lockheed Martin Board or 
any director or officer of Lockheed Martin or otherwise make any public         
announcement or proposal whatsoever with respect to, any form of business       
combination transaction involving Lockheed Martin, or (xi) instigate or         
encourage any third party to do any of the foregoing.                           

BOARD REPRESENTATION                                                            

  Pursuant to the Standstill Agreement, two members of the Lockheed Martin
Board have been designated by GE. During the term of the Standstill Agreement,  
Lockheed Martin's nominating committee will recommend to the Lockheed Martin    
Board that such persons or any two other persons designated by GE after         
consultation with Lockheed Martin be included in the slate of nominees          
recommended to stockholders for election as directors at each annual meeting of 
stockholders of Lockheed Martin. Notwithstanding the foregoing, Lockheed        
Martin's directors will be elected by its stockholders (subject to the power of 
the Lockheed Martin Board to fill vacancies). There is, therefore, no way to    
assure that GE's designees will ultimately be elected as directors. If GE       
designees are not elected, assuming that Lockheed Martin has satisfied its      
obligations under the Standstill Agreement, GE will have no recourse against    
Lockheed Martin or any other person or entity.                                  

 Notwithstanding the foregoing, GE will not be entitled to designate any
person to the Lockheed Martin Board if such designation would result in any     
violation of applicable law, and Lockheed Martin will not be obligated to elect 
to the Lockheed Martin Board any person who would cause or be reasonably likely 
to cause Lockheed Martin to be unable in any material respect to conduct its    
business. However, GE is entitled, in such event, to select alternate designees,
if necessary.                                                                   

The initial designees of GE to serve on the Lockheed Martin Board are 
Messrs. Hood and Murphy. See "MANAGEMENT OF LOCKHEED MARTIN -- Directors."      

VOTING                                                                          

During the term of the Standstill Agreement, whenever GE or any of its
affiliates or associates have the right to vote, GE will vote or cause to be    
voted, or consent with respect to, all Lockheed Martin voting securities        
beneficially owned by it and its affiliates and associates in the manner        
recommended by the Lockheed Martin Board, except that at any time when there is 
a valid order or judgment of a court of competent jurisdiction or a ruling,     
pronouncement or requirement of the NYSE to the contrary, then GE will, if so   
requested by the Lockheed Martin Board, vote or cause to be voted all such      
voting securities in the same proportion as the votes cast by or on behalf of   
the other holders of Lockheed Martin's voting securities. Notwithstanding the   
foregoing, GE will be entitled to vote freely, without regard to any request or 
recommendation of the Lockheed Martin Board, with respect to certain mergers,   
acquisitions and other matters specified in the Lockheed Martin Charter, as to  
which the Lockheed Martin Series A Preferred Stock is entitled to vote. See     
"DESCRIPTION OF LOCKHEED MARTIN CAPITAL STOCK -- Series A Preferred             
Stock -- Voting Rights."                                                        

     Because GE will be required (with certain exceptions) to vote its shares of
voting stock of Lockheed Martin in accordance with the recommendations of the   
Lockheed Martin Board, if GE converts its Lockheed Martin Series A Preferred    
Stock and retains the Lockheed Martin Common Stock into which it is converted,  
the ability of the Lockheed Martin Board to influence the outcome of any        
transaction or other proposal submitted to stockholders will be significantly   
enhanced.                                                                       

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TRANSFER RESTRICTIONS AND RIGHT OF FIRST OFFER                                  

    Subject to the limitation on sales to persons who will own more than 3% of
any class of Lockheed Martin voting securities described in the standstill      
provisions above, if GE desires to transfer any Lockheed Martin voting          
securities it must give written notice ("GE's Notice") to Lockheed Martin (i)   
stating that it desires to make such transfer, and (ii) setting forth the number
of shares of Lockheed Martin voting securities proposed to be transferred (the  
"Offered Shares"), the cash price per share that GE proposes to be paid for such
Offered Shares (the "Offer Price"), and the other material terms and conditions 
of such transfer. GE's Notice will constitute an irrevocable offer by GE to sell
to Lockheed Martin the Offered Shares at the Offer Price in cash and Lockheed   
Martin may elect to purchase all (but not less than all) of the Offered Shares  
at the Offer Price in cash. If Lockheed Martin fails to elect to purchase all of
the Offered Shares within 10 business days after receipt of GE's Notice, then GE
may, within a period of 120 days, transfer (or enter into an agreement to       
transfer) all or any Offered Shares; provided, that if the purchase price per   
share to be paid by any purchaser of the Offered Shares is less than 90% of the 
Offer Price (the "Reduced Transfer Price"), GE will promptly provide written    
notice to Lockheed Martin of such intended transfer (including the material     
terms and conditions thereof) and Lockheed Martin will have the right,          
exercisable by delivery of a written election notice to GE within five business 
days, to purchase such Offered Shares at the Reduced Transfer Price.            

RIGHT OF FIRST REFUSAL WITH RESPECT TO RESTRICTED PERSONS                       

     Not less than 30 business days prior to any proposed sale by GE of Lockheed
Martin voting securities to any person who is a significant competitor of       
Lockheed Martin or whose ownership of Lockheed Martin voting securities would   
cause Lockheed Martin to be materially adversely affected in bidding for or     
obtaining contracts with federal, state or local governmental entities (a       
"Restricted Person"), GE will give Lockheed Martin notice of the identity of    
such Restricted Person and Lockheed Martin will have the right to purchase the  
Offered Shares at the Offer Price (or Reduced Transfer Price, as the case may   
be) at which the Restricted Person agreed to purchase the Offered Shares. If    
Lockheed Martin fails to purchase the Offered Shares within 20 business days, GE
will be permitted to proceed with its sale to such Restricted Person at the     
Offer Price or Reduced Transfer Price, as the case may be.                      

RIGHTS PURSUANT TO A TENDER OFFER                                               

GE will have the right to sell or exchange all of its Lockheed Martin 
voting securities pursuant to a tender or exchange offer for at least a majority
of Lockheed Martin voting securities (a "Tender Offer"). However, prior to such 
sale or exchange, GE will give Lockheed Martin the opportunity to purchase such 
voting securities in the manner described below.                                

    GE will give notice (the "Tender Notice") to Lockheed Martin in writing of
its intention to sell or exchange Lockheed Martin voting securities in response 
to a Tender Offer no later than three calendar days prior to the latest time    
(including any extensions) by which voting securities must be tendered in order 
to be accepted pursuant to such Tender Offer, specifying the amount of voting   
securities proposed to be tendered by GE (the "Tendered Shares") and the        
purchase price per share, specified in the Tender Offer at the time of the      
Tender Notice.                                                                  

   Lockheed Martin will have the right to purchase all, but not part, of the
Tendered Shares exercisable by giving written notice (an "Exercise Notice") to  
GE at least two calendar days prior to the latest time after delivery of the    
Tender Notice by which voting securities must be tendered in order to be        
accepted pursuant to the Tender Offer (including any extensions thereof) and    
depositing in escrow (or similar arrangement) a sum in cash sufficient to       
purchase all Tendered Shares at the price then being offered in the Tender      
Offer, without regard to any provision thereof with respect to proration or     
conditions to the offerer's obligation to purchase. The purchase price to be    
paid by Lockheed Martin for any voting securities so purchased by it will be the
highest price offered or paid in the Tender Offer or in any competing tender    
offer, without regard to any provisions thereof with respect to proration or    
conditions to the offeror's obligation to purchase.                             

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REGISTRATION RIGHTS                                                             

     GE will have the right to require Lockheed Martin to register under the Act
all or any portion of the Lockheed Martin Series A Preferred Stock then owned by
GE or any Lockheed Martin Common Stock issued or issuable directly or indirectly
upon conversion of the Lockheed Martin Series A Preferred Stock then owned by GE
(collectively, the "Registrable Securities"), pursuant to not more than five    
"demand" registrations, provided that any such registration must include        
Lockheed Martin Series A Preferred Stock with an aggregate liquidation          
preference of at least $100 million or at least one million shares of Lockheed  
Martin Common Stock, subject to adjustment in certain circumstances. In         
addition, if Lockheed Martin seeks to register under the Act for sale to the    
public any Lockheed Martin voting securities, then Lockheed Martin will, subject
to certain exceptions, include Registrable Securities therein at GE's request (a
"piggyback registration").                                                      

   GE will pay all agent fees and commissions and underwriting discounts and
commissions related to Registrable Securities being sold by GE and the fees and 
disbursements of its counsel and accountants and Lockheed Martin will pay all   
fees and disbursements of its counsel and accountants. All other fees and       
expenses in connection with any registration statement will (i) in the case of a
demand registration, be borne equally by GE and Lockheed Martin and (ii) in the 
case of a piggyback registration, be shared pro rata based upon the respective  
market values of the securities to be sold by Lockheed Martin, GE and any other 
holders participating in such offering, provided that GE will not pay any       
expenses that would otherwise be incurred by Lockheed Martin including, but not 
limited to, the preparation and filing of periodic reports with the Commission. 
In addition, Lockheed Martin has agreed to enter into customary indemnification 
provisions with respect to such registered public offerings.                    

    Any underwriters participating in a distribution of GE's voting securities
of Lockheed Martin pursuant to GE's registration rights will be required to use 
all reasonable efforts to effect as wide a distribution as is reasonably        
practicable, and in no event will any sale (other than a sale to underwriters   
making such a distribution) of shares of voting securities be made knowingly to 
any person (including its affiliates or associates and any group in which that  
person or its affiliates or associates shall be a member if GE or underwriters  
know of the existence of such a group or affiliate or associate) that, after    
giving effect to such sale, would beneficially own voting securities            
representing 3% or more of the total outstanding securities of Lockheed Martin  
entitled to participate in the election of directors. GE must use all reasonable
efforts to secure the agreement of the underwriters, in connection with any such
underwritten offering of Lockheed Martin voting securities, to comply with the  
foregoing.                                                                      

   It is possible that GE's registration rights may reduce Lockheed Martin's
flexibility in selecting its ongoing financing alternatives, and in particular  
its ability to issue equity securities in the capital markets. However, the     
impact of GE's registration rights on Lockheed Martin's overall financial       
flexibility and its access to the public capital markets is likely to be        
mitigated by several factors. The circumstances surrounding GE's ownership of   
Lockheed Martin shares will be publicly disclosed and the market will have had  
an opportunity to take account of the potential impact of this ownership.       
Lockheed Martin is also entitled to postpone for a reasonable period of time    
certain registrations requested by GE if they would interfere with any public   
offering of securities, material financings, acquisitions, dispositions,        
corporate reorganizations or other material transactions Lockheed Martin is     
about to conduct. In addition, Lockheed Martin believes a future market         
disruption to be unlikely because Lockheed Martin and GE should have a mutuality
of interest in maximizing stockholder value.                                    

SPECIAL LIQUIDITY PROVISIONS                                                    

     Required GE Offering. No later than 90 days prior to April 2, 2003, GE will
engage a nationally recognized investment banking firm reasonably acceptable to 
Lockheed Martin to make an underwritten public offering of all the Lockheed     
Martin Series A Preferred Stock then held by GE at a per share price no less    
than the liquidation preference per share of the Lockheed Martin Series A       
Preferred Stock. Such offering will be conducted so as to satisfy the           
requirements for distribution set forth in the next to last paragraph above     
under "-- Registration Rights." Lockheed Martin will promptly file a            
registration statement registering the                                          

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shares of Lockheed Martin Series A Preferred Stock to be sold and GE, Lockheed  
Martin and the applicable underwriters will use their best efforts to consummate
such offering, unless the underwriter managing the offering advises Lockheed    
Martin in writing that, in such underwriter's good faith opinion, given then-   
applicable market conditions, the offering cannot be consummated at the price   
and on the terms specified above or that the inclusion of all (or a specified   
number) of the shares of Lockheed Martin Series A Preferred Stock in an offering
at the price and on the terms specified above would materially adversely affect 
such offering (in which event, GE and Lockheed Martin will proceed with the     
unaffected portion of such offering).                                           

     Mandatory Conversions; Equity Conversion Securities. If GE continues to own
Lockheed Martin Series A Preferred Stock after the offering contemplated above, 
or such offering is not consummated, Lockheed Martin must convert for Equity    
Conversion Securities (as described below) on April 2 of each year commencing   
April 2, 2003 (a "Mandatory Conversion Date"), $200 million aggregate           
liquidation preference of Lockheed Martin Series A Preferred Stock; provided,   
however, that to the extent GE has sold, converted or otherwise disposed of any 
Lockheed Martin Series A Preferred Stock (including any Lockheed Martin Series A
Preferred Stock redeemed in accordance with its terms) prior to the first       
Mandatory Conversion Date, the amount of Lockheed Martin Series A Preferred     
Stock to be converted will be reduced by the amount so sold or disposed of in   
reverse chronological order (i.e., with the aggregate liquidation preference to 
be converted on April 2, 2007 being the first amount so reduced and the         
aggregate liquidation preference to be converted on the April 2, 2003 being the 
last amount so reduced). Accrued and unpaid dividends to and including the      
Mandatory Conversion Date with respect to Lockheed Martin Series A Preferred    
Stock subject to mandatory conversion will be paid in cash on the Mandatory     
Conversion Date.                                                                

     "Equity Conversion Securities" means any combination of (i) Lockheed Martin
Common Stock, (ii) a perpetual convertible or non-convertible preferred stock of
Lockheed Martin where the dividend rate is intended to be the rate necessary to 
value such preferred stock at its stated liquidation preference (and in any     
event no more than 11%) and with such other terms as are customary for issuers  
of similar credit posture to Lockheed Martin at the time of issuance (a "Market 
Preferred") and (iii) a perpetual 11% non-convertible preferred stock of        
Lockheed Martin which is not callable by Lockheed Martin until the fifth        
anniversary of the date of issuance and otherwise with terms customary for      
issuers of similar credit posture to Lockheed Martin at the time of issuance    
("11% Preferred"). GE will have the right to request Backstop Registration (as  
described below) for Market Preferred and Lockheed Martin Common Stock issued as
Equity Conversion Securities, but not for 11% Preferred.                        

     No fewer than 30 days prior to a Mandatory Conversion Date, Lockheed Martin
must give written notice to GE of the type or combination of types of Equity    
Conversion Securities it intends to issue on such Mandatory Conversion Date, the
number of shares of each such type, the value per share it assigns to each such 
type, the aggregate liquidation preference of Lockheed Martin Series A Preferred
Stock it intends to mandatorily convert into each such type and other material  
terms of the mandatory conversion.                                              

     Backstop Registration. Within 10 days of Lockheed Martin's notice regarding
Equity Conversion Securities, GE may notify Lockheed Martin that, with respect  
to all or any part of the Lockheed Martin Series A Preferred Stock being        
mandatorily converted and specified in such notice, GE does not wish to retain  
the Equity Conversion Securities to be issued in exchange therefor and that it  
requests Backstop Registration in respect thereof. GE's notice to Lockheed      
Martin will specify those Equity Conversion Securities (if more than one type is
proposed to be issued) as to which it requests Backstop Registration. If GE     
fails to elect Backstop Registration within the specified 10-day period, it will
be deemed to have elected to retain all of the Equity Conversion Securities as  
proposed in Lockheed Martin's notice.                                           

     "Backstop Registration" means an underwritten public offering of the Equity
Conversion Securities relating to those shares of the Lockheed Martin Series A  
Preferred Stock held by GE and specified by GE as those which it does not wish  
to retain. A Backstop Registration entails the registration for a public        
offering of that amount of Equity Conversion Securities, the sale of which in a 
public offering must result in proceeds, net of underwriting commissions and    
discounts and other offering expenses, not less than the aggregate liquidation  
preference of the Lockheed Martin Series A Preferred Stock for which such Equity
Conversion Securities have been mandatorily converted. The managing underwriter 
for a Backstop Registration will be selected by                                 

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Lockheed Martin and must be reasonably satisfactory to GE. Lockheed Martin will 
not be permitted to postpone or decline making the Backstop Registration, in    
whole or in part, and GE will bear no expenses with respect thereto. Backstop   
Registrations will not be counted toward the five demand registrations of GE for
purposes of GE's registration rights under the Standstill Agreement described   
above.                                                                          

   In connection with the pricing of any Backstop Registration, the terms of
the Market Preferred, including its dividend rate, may be changed, in the sole  
discretion of Lockheed Martin, from the terms thereof as of the Mandatory       
Conversion Date, and will be so changed if required by the managing underwriter 
so that the net proceeds of the offering after such change will be sufficient,  
in the opinion of such underwriter, to equal or exceed the aggregate liquidation
preference of the Lockheed Martin Series A Preferred Stock mandatorily          
converted; provided, however, that no such change may be made if it would have  
an adverse effect on GE.                                                        

   When the Backstop Registration contemplated above has been completed, the
net proceeds thereof will be distributed to GE. Any such offering not           
consummated within six months of GE's request therefor will be deemed to have   
been abandoned. To the extent the net proceeds of the Backstop Registration are 
less than the sum of the aggregate liquidation preference of the Lockheed Martin
Series A Preferred Stock mandatorily converted and the Interest Amount (as      
defined below), Lockheed Martin will be obligated to pay to GE an amount in cash
equal to the difference. "Interest Amount" means, with respect to the aggregate 
liquidation preference of the Lockheed Martin Series A Preferred Stock          
mandatorily converted, interest on such aggregate liquidation preference for    
each day, from the applicable Mandatory Conversion Date to and including the    
date of payment, at a rate per annum equal to the rate per annum, as published  
by the Board of Governors of the Federal Reserve System as reported by the U.S. 
Department of Treasury, for such day on U.S. Treasury Bonds maturing on the date
that is the tenth anniversary of such Mandatory Conversion Date (or if no U.S.  
Treasury Bonds mature on such date, then on the date nearest to such date for   
which such a maturity exists).                                                  

CERTAIN TRANSACTIONS

There are existing business relationships between Lockheed and Martin 
Marietta. These relationships are the product of arms-length negotiations       
between the corporations. In connection with the preparation of the unaudited   
pro forma combined condensed financial statements, adjustments were made to     
eliminate intercompany sales and cost of sales between the corporations for the 
periods presented. No adjustments were made to eliminate the related            
intercompany profit in ending inventories and the net intercompany receivables  
and payables as of and for the periods presented as such amounts are not        
material. See Note 4(a) under "NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED  
FINANCIAL STATEMENTS."                                                          

LOCKHEED MARTIN 1995 OMNIBUS PERFORMANCE AWARD PLAN 

For a number of years, Lockheed and Martin Marietta have utilized     
share-based and cash-based plans designed to assist each corporation in         
attracting, motivating, retaining and rewarding talented and experienced        
individuals. The Lockheed Board and the Martin Marietta Board each believe that 
these plans have encouraged and rewarded participating officers and employees   
who have contributed to the success of each corporation. The stockholders of    
Lockheed and Martin Marietta are being asked at their respective special        
meetings to consider and approve the adoption of a new plan for Lockheed Martin 
which provides for certain share-based and cash-based awards to employees of    
Lockheed Martin and its subsidiaries.                                           

GENERAL                                                                         

     The Lockheed Martin Board has adopted and the Lockheed Board and the Martin
Marietta Board have approved the Lockheed Martin Omnibus Plan, subject to the   
approval by the respective stockholders of Lockheed and Martin Marietta. If so  
approved, the Lockheed Martin Omnibus Plan will then become effective, and no   
further awards will be granted under the current stock incentive plans of       
Lockheed or Martin Marietta. All outstanding grants and awards under those      
plans, however, will remain in effect and be converted into grants or awards in 
or based on Lockheed Martin Common Stock. See "THE REORGANIZATION               

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AGREEMENT -- Certain Benefits Matters." A copy of the full text of the Lockheed 
Martin Omnibus Plan is set forth in Appendix IV to this Joint Proxy             
Statement/Prospectus and the following description is qualified in its entirety 
by reference to Appendix IV.                                                    

  Awards under the Lockheed Martin Omnibus Plan may be granted to officers
and other key salaried employees of Lockheed Martin and its subsidiaries. No    
individual, however, who beneficially owns stock possessing 5% or more of the   
combined voting power of all classes of stock of Lockheed Martin will be        
eligible to participate. Lockheed and Martin Marietta estimate that all officers
of Lockheed Martin, including all officers listed under "MANAGEMENT OF LOCKHEED 
MARTIN -- Officers" (four of whom are also directors of Lockheed Martin), will  
be among those eligible to receive awards, subject to the discretion of the     
Committee (as defined below) to determine the particular individuals who, from  
time to time, will be selected to receive awards. The number of key salaried    
employees of Lockheed Martin and its subsidiaries eligible to receive awards has
not been determined at this time. In addition, neither the individuals who are  
to receive awards, the number of awards that will be granted to any individual  
or group of individuals, nor the amounts to be payable with respect to awards,  
have been determined at this time. The Lockheed Martin Omnibus Plan will remain 
in existence as to all outstanding awards until all such awards are either      
exercised or terminated; however, no award can be made after September 21, 2004.

TYPES OF AWARDS                                                                 

Awards under the Lockheed Martin Omnibus Plan may be in the form of   
nonqualified stock options, incentive stock options, stock appreciation rights  
(SARs), restricted stock and other share-based incentive awards, or cash-based  
incentive awards, such as performance units. Awards may be granted singly or in 
combination with other awards, consistent with the terms of the Lockheed Martin 
Omnibus Plan. Each award will be evidenced by an award agreement entered into   
between Lockheed Martin and the recipient setting forth the specific terms and  
conditions applicable to that award. Awards under the Lockheed Martin Omnibus   
Plan that are not vested or exercised generally will be nontransferable by a    
holder (other than by will or the laws of descent and distribution) and rights  
thereunder generally will be exercisable, during the holder's lifetime, only by 
the holder, subject to such exceptions as (consistent with applicable legal     
considerations) may be authorized from time to time by the Committee. The       
maximum term of unvested or unexercised awards under the Lockheed Martin Omnibus
Plan is ten years after the initial date of grant.                              

    Stock options authorized under the Lockheed Martin Omnibus Plan are rights
to purchase a specified number of shares of Lockheed Martin Common Stock at an  
exercise price of not less than 100% of the fair market value of the stock on   
the date of grant (or date of amendment of the exercise price, if any) during   
the period set forth in the award agreement. Stock options that are granted as  
incentive stock options will be granted with such additional terms as are       
necessary to satisfy the applicable requirements of Section 422 of the Code. The
fair market value of the Lockheed Martin Common Stock for which incentive stock 
options are exercisable for the first time by an optionee during any calendar   
year can not exceed $100,000 (measured as of the date of grant) under current   
tax law. Other awards are not limited in this manner.                           

    SARs entitle the recipient to receive, upon exercise of the SAR, an amount
(payable in cash and/or stock or other property) equal to the amount of the     
excess, if any, of the fair market value of a share of Lockheed Martin Common   
Stock on the date the SAR is exercised (or some lesser ceiling amount) over the 
base price of the SAR, which cannot be less than the fair market value of a     
share of the Lockheed Martin Common Stock on the date the SAR was awarded or the
exercise price of a related stock option. SARs may be granted on a free-standing
basis, in relation to a stock option or in "tandem" with a stock option, such   
that the exercise of either the option or the SAR cancels the recipient's rights
under the tandem award with respect to the number of shares so exercised.       

   Restricted stock is Lockheed Martin Common Stock issued to the recipient,
typically for minimal lawful consideration and subject to certain risks of      
forfeiture and restrictions and limitations on transfer, the vesting of which   
may depend on individual or corporate performance, continued service or other   
criteria.                                                                       

  Other share-based incentive awards might include phantom stock or units,
performance stock or units, bonus stock or units, dividend equivalent units,    
similar securities or rights and other awards payable in or with                

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a value derived from or a price related to the fair market value of the Lockheed
Martin Common Stock, payable in Lockheed Martin Common Stock and/or cash, all on
such terms as the Committee may approve. Such awards may be granted, become     
vested or be payable based upon the continued employment of a participant, or   
upon the attainment of specified corporate or individual performance goals (as  
in the case of performance stock or units).                                     

   The Lockheed Martin Omnibus Plan also provides for the grant of long-term
incentive awards that are not denominated nor payable in and do not have a value
derived from the value of or a price related to shares of Lockheed Martin Common
Stock and are payable only in cash ("Cash-Based Awards"). Under recent changes  
in the federal tax laws ("Section 162(m)"), Lockheed Martin may not deduct      
certain compensation of over $1,000,000 in any year to the Chief Executive      
Officer or one of the four other most highly compensated executive officers of  
Lockheed Martin ("Executive Officers") unless, among other things, this         
compensation qualifies as "performance-based compensation" under Section 162(m),
and the material terms of the plan for such compensation are stockholder        
approved. Cash-Based Awards to Executive Officers are intended to satisfy the   
requirements for performance-based compensation under Section 162(m). With      
reference to the Cash-Based Awards, the material terms of the Lockheed Martin   
Omnibus Plan include the eligible class of participants, the performance goal or
goals and the maximum annual amount payable thereunder to any individual        
participant.                                                                    

The eligible class of persons for Cash-Based Awards under the Lockheed
Martin Omnibus Plan is all key salaried employees of Lockheed Martin and its    
subsidiaries. Cash-Based Awards granted to Executive Officers thereunder may be 
granted only in accordance with the requirements of Section 162(m), as set forth
below. Cash-Based Awards to other key salaried employees may or may not be      
limited by the requirements of Section 162(m), but will in any event be based on
the performance goals described below.                                          

The performance goals for Cash-Based Awards under the Lockheed Martin 
Omnibus Plan are any one or a combination of Earnings Per Share, Return on      
Equity, Total Stockholder Return and Cash Flow (each as defined in the Lockheed 
Martin Omnibus Plan). These goals will be applied over either consecutive or    
rolling cycles of more than one but not more than five fiscal years. Specific   
cycles, weightings of more than one performance goal and target levels of       
performance upon which actual payments will be based, as well as the award      
levels payable upon achievement of specified levels of performance, will be     
determined by the Committee (as defined below) not later than the applicable    
deadline under Section 162(m) and in any event at a time when achievement of    
such targets is substantially uncertain. These variables may change from cycle  
to cycle. Appropriate adjustments to the performance goals and targets in       
respect of Cash-Based Awards may be made by the Committee based upon objective  
criteria in the case of significant acquisitions or dispositions by Lockheed    
Martin, extraordinary gains or losses, material changes in accounting principles
or practices, or certain other events that in any case were not anticipated (or 
the effects of which were not anticipated) at the time goals were established,  
in order to neutralize the effect of such events on the Cash-Based Awards.      
Lockheed and Martin Marietta believe that specific performance targets (when    
established) are likely to constitute confidential business information, the    
disclosure of which may adversely affect Lockheed Martin or mislead the public. 

  The Committee must certify the achievement of the applicable performance
goals and the actual amount payable to each participant under the Cash-Based    
Awards prior to payment. Cash-Based Awards generally will be paid following the 
completion of each cycle. The Committee may retain discretion to reduce, but not
increase, the amount payable under a Cash-Based Award to any participant,       
notwithstanding the achievement of targeted performance goals. Cash-Based Awards
may be accelerated in the event of a Change in Control of Lockheed Martin, as   
described below. The maximum amount payable to any participant under all        
Cash-Based Awards during any calendar year will be $3,000,000. There is no      
maximum aggregate dollar amount of Cash-Based Awards under the Lockheed Martin  
Omnibus Plan.                                                                   

    In addition to Cash-Based Awards, other types of awards under the Lockheed
Martin Omnibus Plan may be granted to qualify as performance-based compensation 
under Section 162(m). Stock options and SARs that are granted under the Lockheed
Martin Omnibus Plan at a fair market value exercise price are intended to       
qualify as performance-based compensation. In addition, other share-based awards
(such as restricted stock                                                       

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or performance units) may be granted under the plan to qualify as               
performance-based compensation under Section 162(m). With reference to such     
other share-based awards intended to so qualify, the material terms of the      
Lockheed Martin Omnibus Plan are similar to those described above for Cash-Based
Awards: the eligible class of persons is all key salaried employees of Lockheed 
Martin and its subsidiaries, and the performance goals are any one or a         
combination of Earnings Per Share, Return on Equity, Total Stockholder Return   
and Cash Flow. The certification and payout procedures and nature of Committee  
discretion with respect to the other share-based awards are substantially the   
same as for the Section 162(m) Cash-Based Awards. The maximum number of shares  
(or share units) of Lockheed Martin Common Stock that may be subject to all     
qualifying share-based awards, including stock options and SARs, that are       
granted to any participant during any calendar year will not exceed 500,000     
shares (or share units), either individually or in the aggregate.               

 The Committee also has the authority to grant awards under the Lockheed
Martin Omnibus Plan in substitution for or assumption of stock incentive awards 
held by employees of other entities who become employees of Lockheed Martin or a
subsidiary as a result of a merger or acquisition of the entity.                

   Awards may be granted in connection with the surrender or cancellation of
previously granted awards, or may be amended, under such terms and conditions,  
including numbers of shares and exercise price, exercisability or termination,  
that are the same as or different from the existing awards, all as the Committee
may approve. Any amendment of an award to reduce its exercise or purchase price 
will be subject to stockholder approval, except in the event of a change in     
control or upon certain reorganization or recapitalization events or certain    
anti-dilutive adjustments, as described below under "Authorized Shares; Other   
Provisions; Non-Exclusivity".                                                   

ADMINISTRATION; CHANGE IN CONTROL                                               

     The Lockheed Martin Omnibus Plan provides that it will be administered by a
committee of the Lockheed Martin Board ("Committee"), constituted so as to      
permit the plan to comply with the "disinterested administration" requirements  
of Rule 16b-3 under the Exchange Act and the "outside director" requirements of 
Section 162(m). The Committee will have the authority within the terms and      
limitations of the Lockheed Martin Omnibus Plan to designate recipients of      
awards, determine or modify the form, amount, terms, conditions, restrictions,  
and limitations of awards, including vesting provisions, terms of exercise of an
award, expiration dates and the treatment of an award in the event of the       
retirement, disability, death or other termination of a participant's employment
with Lockheed Martin, and to construe and interpret the Lockheed Martin Omnibus 
Plan. Such authority includes the discretion to accelerate, extend and reduce   
(subject to the limitations noted above) the exercise price of outstanding      
awards.                                                                         

The Committee is authorized to include specific provisions in award   
agreements relating to the treatment of awards in the event of a "Change in     
Control" of Lockheed Martin (as defined in the Lockheed Martin Omnibus Plan) and
is authorized to take certain other actions in such an event. Change in Control 
under the Lockheed Martin Omnibus Plan is defined generally to include a change 
in ownership involving 25% or more of the outstanding voting securities of      
Lockheed Martin (or a combined entity), a transfer of substantially all of its  
assets, or a change in a majority of the members of its Board of Directors as a 
result of any such change or reorganization or a contested election.            

    The Committee may delegate to the officers or employees of Lockheed Martin
or its subsidiaries the authority to execute and deliver such instruments and   
documents and to take actions necessary, advisable or convenient for the        
effective administration of the Lockheed Martin Omnibus Plan. It is intended    
generally that the share-based awards under the Lockheed Martin Omnibus Plan and
the Lockheed Martin Omnibus Plan itself comply with and (as to share-based      
awards) be interpreted in a manner that, in the case of participants who are    
subject to Section 16 of the Exchange Act and for whom (or whose awards) the    
benefits of Rule 16b-3 are intended, satisfy the applicable requirements of Rule
16b-3, so that such persons will be entitled to the benefits of Rule 16b-3 or   
other exemptive rules under that Section. In general, the Cash-Based Awards will
not be subject to Section 16. The Lockheed Martin Omnibus Plan provides that    
neither Lockheed                                                                

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Martin nor any member of the Lockheed Martin Board or of the Committee shall    
have any liability to any person for any action taken or not taken in good faith
under the Lockheed Martin Omnibus Plan.                                         

AMENDMENT AND TERMINATION                                                       

The Lockheed Martin Board will have the authority to amend, suspend or
discontinue the Lockheed Martin Omnibus Plan at any time, provided that no such 
action will affect any outstanding award in any manner adverse to the           
participant without the consent of the participant. The Lockheed Martin Omnibus 
Plan may be amended by the Lockheed Martin Board without further stockholder    
approval, and no guidelines have been established relating to the nature of the 
amendments that may be made to the Plan without stockholder approval. Such      
approval, however, may be required (e.g., in the case of amendments that        
materially increase the available number of shares under the Lockheed Martin    
Omnibus Plan) to preserve the qualifying status of the Lockheed Martin Omnibus  
Plan under Rule 16b-3, to satisfy tax rules applicable to performance-based     
compensation under Section 162(m) or to subsequent grants of incentive stock    
options, or to satisfy other applicable legal requirements. Amendments made     
without stockholder approval could increase the costs to Lockheed Martin under  
the Lockheed Martin Omnibus Plan, although the amount thereof is not            
determinable. Because the Committee will retain the discretion to set and change
the specific targets for each performance period under a performance-based award
intended to be exempt from Section 162(m), stockholder ratification of the      
performance goals will be required, in any event at five-year intervals in the  
future to exempt awards granted under the Lockheed Martin Omnibus Plan from the 
limitations on deductibility.                                                   

AUTHORIZED SHARES; OTHER PROVISIONS; NON-EXCLUSIVITY                            

    The number of shares of Lockheed Martin Common Stock that may be issued in
respect of awards under the Lockheed Martin Omnibus Plan will not exceed        
12,000,000 shares. An equal number of share units representing share-based      
awards exercisable for or payable in cash will also be available. Shares of     
Lockheed Martin Common Stock subject to share-based awards payable in cash or   
stock (whether at the discretion of Lockheed Martin or the participant) will    
initially be counted against each of the share limit and the share unit limit.  
When payment is ultimately made in respect to the award in either shares or     
cash, a number of shares or share units relating to the alternative form of     
consideration not so paid will be recredited to the applicable limit. The       
12,000,000 figure for each of the number of shares and the number of units to be
available under the Plan is based on an estimate of the number of shares and    
units that will be subject to awards granted during the first five years of the 
term of the Plan.                                                               

     The number and kind of shares available for grant and the shares subject to
outstanding awards (as well as individual share and share unit limits on awards,
performance targets and exercise prices of awards) may be adjusted to reflect   
the effect of a stock dividend, split, recapitalization, merger, consolidation, 
reorganization, combination or exchange of shares, extraordinary dividend or    
other distribution or other similar transaction. Any unexercised or             
undistributed portion of any expired, cancelled, terminated or forfeited award, 
or any alternative form of consideration under an award that is not paid in     
connection with the settlement of any portion of an award, will again be        
available for award under the Lockheed Martin Omnibus Plan, whether or not the  
participant has received benefits of ownership (such as dividends or dividend   
equivalents or voting rights) during the period in which the participant's      
ownership was restricted or otherwise not vested. Although shares subject to    
repriced or cancelled options or SARs will be counted against the individual    
share-based award limits to the extent required by Section 162(m), only shares  
actually issued or share units actually paid will be charged against the        
aggregate share or share unit limits, respectively, under the Lockheed Martin   
Omnibus Plan. Upon approval of the Lockheed Martin Omnibus Plan by the          
stockholders and consummation of the Combination, Lockheed Martin intends to    
register under the Act the number of shares of Lockheed Martin Common Stock     
reserved for issuance under the Lockheed Martin Omnibus Plan.                   

 Full payment for shares purchased on exercise of any option, along with
payment of any required tax withholding, must be made at the time of such       
exercise in cash or, if permitted by the Committee, in exchange for a promissory
note in favor of Lockheed Martin, in shares of stock having a fair market value 
equivalent to the exercise price and withholding obligation, or any combination 
thereof, or pursuant to such "cashless                                          

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exercise" procedures as may be permitted by the Committee. Any payment required 
in respect of other awards may be in such amount and in any lawful form of      
consideration as may be authorized by the Committee.                            

The Lockheed Martin Omnibus Plan does not impose any minimum vesting  
periods on options or other awards. However, shares of stock acquired after     
exercise of an option may not, in the ordinary course, be sold before the       
expiration of six months from the date of grant. The maximum term of an option  
or any other award is ten years.                                                

  The Lockheed Martin Omnibus Plan is not exclusive and does not limit the
authority of the Lockheed Martin Board or its committees to grant awards or     
authorize any other compensation, with or without reference to the Lockheed     
Martin Common Stock, under any other plan or authority. The Lockheed Martin     
Omnibus Plan is not expected to be the exclusive cash incentive plan for        
eligible persons (including Executive Officers) of Lockheed Martin and its      
subsidiaries; other cash incentive plans (such as short-term or operating entity
specific plans) may be retained and/or developed to implement Lockheed Martin's 
broader-based compensation objectives and policies. Approval of the adoption of 
the Lockheed Martin Omnibus Plan by the stockholders of Lockheed and Martin     
Marietta will not be deemed to constitute an approval of any such other         
compensation, plan or authority.                                                

FEDERAL INCOME TAX CONSEQUENCES                                                 

   The following is a general description of Federal income tax consequences
to participants and Lockheed Martin relating to nonqualified and incentive stock
options and certain other awards that may be granted under the Lockheed Martin  
Omnibus Plan. This discussion does not purport to cover all tax consequences    
relating to stock options and other awards.                                     

An optionee will not recognize income upon the grant of a nonqualified
stock option to purchase shares of Lockheed Martin Common Stock. Upon exercise  
of the option, the optionee will recognize ordinary compensation income equal to
the excess of the fair market value of the Lockheed Martin Common Stock on the  
date the option is exercised over the option price for such stock. The tax basis
of the option stock in the hands of the optionee will equal the option price for
the stock plus the amount of ordinary compensation income the optionee          
recognizes upon exercise of the option, and the holding period for the stock    
will commence on the day the option is exercised. An optionee who sells option  
stock will recognize capital gain or loss measured by the difference between the
tax basis of the stock and the amount realized on the sale. Such gain or loss   
will be long-term if the stock is held for more than one year after exercise.   
Lockheed Martin or a subsidiary will be entitled to a deduction equal to the    
amount of ordinary compensation income recognized by the optionee. The deduction
will be allowed at the same time the optionee recognizes the income.            

    An optionee will not recognize income upon the grant of an incentive stock
option to purchase shares of Lockheed Martin Common Stock, and will not         
recognize income upon exercise of the option, provided such optionee was an     
employee of Lockheed Martin or a subsidiary at all times from the date of grant 
until three months prior to exercise (or one year prior to exercise in the event
of death or disability). Generally, the amount by which the fair market value of
the Lockheed Martin Common Stock on the date of exercise exceeds the option     
price will be includable in alternative minimum taxable income for purposes of  
determining alternative minimum tax and such amount will be added to the tax    
basis of such stock for purposes of determining alternative minimum taxable     
income in the year the stock is sold. Where an optionee who has exercised an    
incentive stock option sells the shares acquired upon exercise more than two    
years after the grant date and more than one year after exercise, long-term     
capital gain or loss will be recognized equal to the difference between the     
sales price and the option price. An optionee who sells such shares within two  
years after the grant date or within one year after exercise will recognize     
ordinary compensation income in an amount equal to the lesser of the difference 
between (a) the option price and the fair market value of such shares on the    
date of exercise or (b) the option price and the sales proceeds. Any remaining  
gain or loss will be treated as a capital gain or loss. Lockheed Martin or a    
subsidiary will be entitled to a deduction equal to the amount of ordinary      
compensation income recognized by the optionee in this case. The deduction will 
be allowable at the same time the optionee recognizes the income.               

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The current federal income tax consequences of other awards authorized
under the plan generally follow certain basic patterns: SARs are taxed and      
deductible in substantially the same manner as nonqualified stock options;      
nontransferable restricted stock subject to a substantial risk of forfeiture    
results in income recognition equal to the excess of the fair market value of   
the stock over the purchase price (if any) only at the time the restrictions    
lapse (unless the recipient elects to accelerate recognition as of the date of  
grant); performance awards and dividend equivalents generally are subject to tax
at the time of payment; unconditional stock bonuses are generally subject to tax
measured by the value of the payment received; and Cash-Based Awards generally  
are subject to tax at the time of payment; in each of the foregoing cases,      
Lockheed Martin will generally have (at the time the participant recognizes     
income) a corresponding deduction.                                              

  If, as a result of a change in control event, a participant's options or
SARs or other rights become immediately exercisable, or restrictions immediately
lapse on an award, or cash, shares or other benefits covered by another type of 
award are immediately vested or issued, the additional economic value, if any,  
attributable to the acceleration or issuance may be deemed a "parachute payment"
under Section 280G of the Code. In such case, the participant may be subject to 
a 20% non-deductible excise tax as to all or a portion of such economic value,  
in addition to any income tax payable. Lockheed Martin will not be entitled to a
deduction for that portion of any parachute payment that is subject to the      
excise tax.                                                                     

Notwithstanding any of the foregoing discussion with respect to the   
deductibility of compensation under the Lockheed Martin Omnibus Plan, Section   
162(m) would render non-deductible to Lockheed Martin certain compensation in   
excess of $1,000,000 in any year to certain executive officers of Lockheed      
Martin, unless such excess compensation is "performance-based" (as defined) or  
is otherwise exempt from Section 162(m). The applicable conditions of an        
exemption for a performance-based compensation plan include, among others, a    
requirement that the stockholders approve the material terms of the plan. Stock 
options, SARs and certain (but not all) other types of awards that may be       
granted to Executive Officers as contemplated by the Lockheed Martin Omnibus    
Plan are intended to qualify for the exemption for performance-based            
compensation under Section 162(m). However, in light of the ambiguities in      
Section 162(m) and uncertainties regarding its ultimate interpretation and      
application in these circumstances, no assurances can be given that compensation
paid under the Lockheed Martin Omnibus Plan to any Executive Officer will in    
fact be deductible if it should, together with other non-exempt compensation    
paid to such Executive Officer, exceed $1,000,000.                              

THE RESPECTIVE BOARDS OF DIRECTORS OF LOCKHEED AND MARTIN MARIETTA EACH         
RECOMMEND A VOTE FOR ADOPTION OF THE LOCKHEED MARTIN 1995 OMNIBUS PERFORMANCE   
AWARD PLAN.                                                                     

LOCKHEED MARTIN DIRECTORS DEFERRED STOCK PLAN 

Lockheed and Martin Marietta expect that Lockheed Martin's initial    
arrangement with respect to remuneration of non-employee Directors will include 
an annual retainer of $35,000, in addition to other compensation described      
herein. See "MANAGEMENT OF LOCKHEED MARTIN -- Compensation of Directors." The   
stockholders of Lockheed Martin are being asked at their respective meetings to 
consider and approve the annual accrual of $10,000 of this amount in the form of
share credits payable solely in Lockheed Martin Common Stock by the adoption of 
the new Lockheed Martin Directors Plan.                                         

     The Lockheed Martin Board has adopted and the Lockheed Board and the Martin
Marietta Board have approved the Lockheed Martin Directors Plan, subject to the 
approval by the respective stockholders of Lockheed and Martin Marietta. The    
purpose of the Lockheed Martin Directors Plan is to attract and retain persons  
of exceptional ability to serve as directors and further align the common       
interests of directors and stockholders in enhancing the value of Lockheed      
Martin Common Stock. No additional dollars will be paid to directors through    
this Plan. Participation is not voluntary. Shares of Lockheed Martin Common     
Stock credited under the Lockheed Martin Directors Plan will be in lieu of an   
equivalent cash portion of the retainer otherwise payable to directors.         

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    The following description of the principal features of the Lockheed Martin
Directors Plan is qualified in its entirety by reference to the complete text of
the Lockheed Martin Directors Plan, a copy of which is set forth in Appendix V  
to this Joint Proxy Statement/Prospectus.                                       

Under the Lockheed Martin Directors Plan, each eligible director will 
receive, on June 1 of each year, share credits equal to the number of shares of 
Lockheed Martin Common Stock that $10,000 would then buy. All share credits will
be fully vested as accrued. Eligible directors include all directors who are    
compensated in such capacity through retainers and who are not officers or      
employees of Lockheed Martin or a subsidiary. Twenty of the proposed directors  
of Lockheed Martin will be eligible to participate in this Plan. The value of   
the Lockheed Martin Common Stock for purpose of establishing the number of share
credits will be its fair market value at the time of crediting, based on the    
average reported price over the preceding ten trading days. Over the 10-year    
term of the Lockheed Martin Directors Plan, an aggregate of 50,000 shares of    
Lockheed Martin Common Stock may be issued to all eligible directors in the     
aggregate, in lieu of a portion of their cash retainers. Upon approval of the   
Lockheed Martin Directors Plan by the stockholders and consummation of the      
Combination, Lockheed Martin intends to register under the Act the number of    
shares of Lockheed Martin Common Stock reserved for issuance under the Lockheed 
Martin Directors Plan.                                                          

Share credits accrued will constitute bookkeeping entries that will be
settled and paid in an equivalent number of shares of Lockheed Martin Common    
Stock upon the director's termination of service on the Lockheed Martin Board. A
director may irrevocably elect to receive his or her accrued share credits in a 
lump-sum or in equal annual installments over a period of up to five years after
termination of service. However, in the case of a director's termination of     
service as a result of death or disability, the share credits will be paid in a 
lump-sum after a director's service as a director ends. During the period the   
director's interest is represented by share credits, a director will have no    
voting, dividend or other rights of a stockholder with respect to the shares to 
be issued in his or her name, but will be entitled to additional share credits  
representing dividend equivalents based on cash distributions on the underlying 
shares (converted to share credits based on the market value of shares on the   
applicable dividend payment dates). The number of share credits and shares      
subject to the Lockheed Martin Directors Plan are subject to appropriate        
adjustment in event of stock split, recapitalization or other reorganization.   

  If the Lockheed Martin Directors Plan had been in effect in 1994 and the
Combination had occurred as currently contemplated but as of January 1, 1994,   
the annual benefit to each eligible director and to all 20 eligible directors as
a group, based on the average closing prices of Lockheed and Martin Marietta    
Common Stock (converted on a pro forma basis based on shares then outstanding)  
as of June 1, 1994, would have been 243 share credits (calculated based on the  
$10,000 annual share credit divided by a pro forma share price of $41.15 per    
share) and 4,860 share credits in the aggregate, respectively, prior to         
crediting for any dividend equivalents thereon from June 1 to December 31, 1994.

The compensation of directors, including the Lockheed Martin Directors
Plan, may be amended from time to time by the Lockheed Martin Board in its sole 
discretion, without stockholder approval, but subject to applicable legal       
requirements. No guidelines have been established relating to the nature of the 
amendments that may be made to the Lockheed Martin Directors Plan without       
stockholder approval, but such approval may be required to preserve the         
qualifying status of the Plan under Rule 16b-3 under the Exchange Act.          
Amendments made without stockholder approval could increase the costs of the    
Lockheed Martin Directors Plan, although the amount thereof is not determinable.
Consent of the director will be required to revoke or alter an outstanding award
in a manner unfavorable to such director. The term of the Lockheed Martin       
Directors Plan is 10 years, subject to earlier termination by the Lockheed      
Martin Board.                                                                   

    In general, under current federal income tax laws, share credits under the
Lockheed Martin Directors Plan will be includible in taxable income of an       
eligible director and deductible to Lockheed Martin based on the fair market    
value of the Lockheed Martin Common Stock at the time or times the share credits
are paid in shares to a director following termination of service.              

THE RESPECTIVE BOARDS OF DIRECTORS OF LOCKHEED AND MARTIN MARIETTA EACH         
RECOMMEND A VOTE FOR ADOPTION OF THE LOCKHEED MARTIN DIRECTORS DEFERRED STOCK   
PLAN.                                                                           

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LEGAL MATTERS 

     The validity of the Lockheed Martin Common Stock and Lockheed Martin Series
A Preferred Stock to be issued in connection with the Combination will be passed
upon by Miles & Stockbridge, a Professional Corporation, Baltimore, Maryland.   

EXPERTS 

    The consolidated financial statements of Lockheed at December 26, 1993 and
December 27, 1992 and for each of the three years in the period ended December  
26, 1993, incorporated by reference in this Joint Proxy Statement/Prospectus,   
which are referred to herein and made part of the Registration Statement of     
which this Joint Proxy Statement/Prospectus is a part; the financial statements 
of Martin Marietta and consolidated subsidiaries as of December 31, 1993 and    
1992 and for each of the three years in the period ended December 31, 1993,     
incorporated by reference in this Joint Proxy Statement/Prospectus, which are   
referred to herein and made part of the Registration Statement of which this    
Joint Proxy Statement/Prospectus is a part; and the consolidated balance sheet  
of Lockheed Martin as of October 31, 1994, included in this Joint Proxy         
Statement/Prospectus; have been audited by Ernst & Young LLP, independent       
auditors, as set forth in their reports thereon also incorporated herein by     
reference or included elsewhere herein. Such consolidated financial statements  
of Lockheed and Martin Marietta and the consolidated balance sheet of Lockheed  
Martin are incorporated herein by reference or included herein in reliance upon 
such reports given upon the authority of such firm as experts in accounting and 
auditing.                                                                       

    The consolidated financial statements of the GE Aerospace Businesses as of
December 31, 1992 and 1991, and for each of the years in the two-year period    
ended December 31, 1992, incorporated by reference in the Martin Marietta Form  
10-K, which is incorporated herein by reference, have been audited by KPMG Peat 
Marwick LLP, independent certified public accountants, as set forth in their    
report thereon incorporated herein by reference. Such consolidated financial    
statements are incorporated herein by reference in reliance upon the report of  
KPMG Peat Marwick LLP and upon the authority of said firm as experts in         
accounting and auditing.                                                        

   The combined financial statements of General Dynamics Space Systems Group
as of December 31, 1993 and 1992 and for each of the three years in the period  
ended December 31, 1993 incorporated by reference in the Registration Statement 
of which this Joint Proxy Statement/Prospectus is a part have been audited by   
Arthur Andersen LLP, independent public accountants, as indicated in their      
report with respect thereto dated January 20, 1994, and are included herein in  
reliance upon the authority of said firm as experts in giving said report.      
Reference is made to said report which includes an explanatory paragraph that   
describes the uncertainty discussed in Note 1 to the aforementioned financial   
statements.                                                                     

  It is expected that representatives of Ernst & Young LLP, Lockheed's and
Martin Marietta's independent auditors, will be present at the Special Meetings 
to respond to appropriate questions of stockholders and to make a statement if  
they desire.                                                                    

FUTURE STOCKHOLDER PROPOSALS

   If the Combination is consummated, the first annual meeting of the public
stockholders of Lockheed Martin after such consummation is expected to be held  
April 25, 1996. If the Combination is not consummated, the 1995 annual meeting  
of stockholders of Lockheed is expected to be held on or about May 9, 1995 and  
the 1995 annual meeting of stockholders of Martin Marietta is expected to be    
held on or about June 23, 1995.                                                 

 Subject to the foregoing, if any Lockheed Martin stockholder intends to
present a proposal at the 1996 Lockheed Martin annual meeting and wishes to have
such proposal considered for inclusion in the proxy materials for such meeting, 
such holder must submit the proposal to the Secretary of Lockheed Martin in     
writing so as to be received at the executive offices of Lockheed Martin by     
November 30, 1995. Such proposals must also meet the other requirements of the  
rules of the Commission relating to stockholders'                               

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proposals. In the event the Combination is not consummated, the only stockholder
proposals eligible to be considered for inclusion in the proxy materials for the
1995 annual meetings of Lockheed and Martin Marietta will be those which were   
duly submitted to the Secretary of Lockheed by December 8, 1994 or the Corporate
Secretary of Martin Marietta by November 18, 1994, as the case may be, as       
provided in the respective 1994 Annual Meeting Proxy Statements of Lockheed and 
Martin Marietta.                                                                

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LOCKHEED MARTIN CORPORATION 

INDEX TO FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]

                                                                                       PAGE
                                                                                       ----
                                                                                           
Report of Ernst & Young LLP, Independent Auditors.....................................  F-2
Consolidated Balance Sheet as of October 31, 1994.....................................  F-3
Notes to Consolidated Balance Sheet...................................................  F-4

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REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS 

Stockholders of                                                                 
Lockheed Martin Corporation:                                                    

 We have audited the accompanying consolidated balance sheet of Lockheed
Martin Corporation as of October 31, 1994. This consolidated balance sheet is   
the responsibility of Lockheed Martin Corporation's management. Our             
responsibility is to express an opinion on this consolidated balance sheet based
on our audit.                                                                   

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the consolidated balance sheet is free of    
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the consolidated balance sheet. An    
audit also includes assessing the accounting principles used and significant    
estimates made by management, as well as evaluating the overall consolidated    
balance sheet presentation. We believe that our audit provides a reasonable     
basis for our opinion.                                                          

   In our opinion, the consolidated balance sheet referred to above presents
fairly, in all material respects, the financial position of Lockheed Martin     
Corporation at October 31, 1994 in conformity with generally accepted accounting
principles.                                                                     

                     ERNST & YOUNG LLP
November 1, 1994                                                                
Washington, D.C.                                                                

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LOCKHEED MARTIN CORPORATION 

CONSOLIDATED BALANCE SHEET
OCTOBER 31, 1994

                                                                [Download Table]
                                                                               
ASSETS                                                                         
  Cash............................................................      $200   
                                                                     ----------
Total assets......................................................      $200   
                                                                     ========= 
STOCKHOLDERS' EQUITY                                                           
  Common stock, par value $1.00 a share, 200 shares issued and                 
     outstanding..................................................      $200   
                                                                     ----------
Total stockholders' equity........................................      $200   
                                                                     ========= 

See accompanying notes to consolidated balance sheet. 

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LOCKHEED MARTIN CORPORATION 

NOTES TO CONSOLIDATED BALANCE SHEET 
OCTOBER 31, 1994

1. BACKGROUND OF ORGANIZATION                                                   

    Lockheed Martin Corporation ("Lockheed Martin") was incorporated under the
Maryland General Corporation Law on August 29, 1994, for the purpose of         
effectuating the proposed combination of the businesses of Lockheed Corporation 
("Lockheed") and Martin Marietta Corporation ("Martin Marietta") (the           
"Combination"). Lockheed Martin is jointly owned by Lockheed and Martin Marietta
and has not engaged in any activity not related to preparing to effect the      
Combination since its formation.                                                

2. BASIS OF ACCOUNTING                                                          

  The accompanying consolidated balance sheet includes all of the relevant
assets and liabilities attributable to Lockheed Martin. During August 1994,     
Lockheed Martin formed two wholly owned subsidiaries, Atlantic Sub, Inc.        
("Atlantic Sub") and Pacific Sub, Inc. ("Pacific Sub"), which are Maryland and  
Delaware corporations, respectively. Lockheed Martin is the sole stockholder of 
both Atlantic Sub and Pacific Sub. Atlantic Sub and Pacific Sub have not engaged
in any activity not related to preparing to effect the Combination since their  
formation.                                                                      

3. STOCKHOLDERS' EQUITY                                                         

  There are 100,000 shares of Lockheed Martin Common Stock authorized at a
par value of $1.00 per share of which 200 are issued and outstanding, held as   
follows:                                                                        

                                                                [Download Table]

                                                                        COMMON STOCK
                                                                        ------------
                                                                                    
Lockheed Corporation...................................................     $100    
Martin Marietta Corporation............................................      100    
                                                                          ------    
                                                                            $200    
                                                                          ======    

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                                                                      APPENDIX I

AGREEMENT AND PLAN OF REORGANIZATION, 

DATED AS OF AUGUST 29, 1994,

AMONG 

PARENT CORPORATION,*

MARTIN MARIETTA CORPORATION 

AND 

LOCKHEED CORPORATION

AS AMENDED AS OF FEBRUARY 7, 1995 

*ON OCTOBER 3, 1994, THE NAME PARENT CORPORATION WAS CHANGED TO LOCKHEED MARTIN 
CORPORATION.

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TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                     PAGE
                                                                                     ----
                                                                                         
                                         ARTICLE I                                       

                                        THE MERGERS                                      

SECTION 1.1   Charter and Bylaws of Parent..........................................  I-1
SECTION 1.2   Atlantic Sub Merger...................................................  I-1
SECTION 1.3   Pacific Sub Merger....................................................  I-2
SECTION 1.4   Exchange of Certificates..............................................  I-3
SECTION 1.5   Cancellation of Parent Stock..........................................  I-3

                                         ARTICLE II                                      

                                    STOCKHOLDER APPROVAL                                 

                                         ARTICLE III                                     

                      BOARDS OF DIRECTORS OF PARENT, MARTIN MARIETTA                     
                  AND LOCKHEED; OFFICERS OF MARTIN MARIETTA AND LOCKHEED                 

SECTION 3.1   Parent Board of Directors.............................................  I-4
SECTION 3.2   Martin Marietta Board of Directors; Officers..........................  I-4
SECTION 3.3   Lockheed Board of Directors; Officers.................................  I-4
SECTION 3.4   Parent Dividend.......................................................  I-4

                                         ARTICLE IV                                      

                     REPRESENTATIONS AND WARRANTIES OF MARTIN MARIETTA                   

SECTION 4.1   Organization, Qualification, Etc. ....................................  I-5
SECTION 4.2   Capital Stock.........................................................  I-5
SECTION 4.3   Corporate Authority Relative to this Agreement; No Violation..........  I-6
SECTION 4.4   Reports and Financial Statements......................................  I-6
SECTION 4.5   No Undisclosed Liabilities............................................  I-7
SECTION 4.6   No Violation of Law...................................................  I-7
SECTION 4.7   Environmental Laws and Regulations....................................  I-7
SECTION 4.8   No Undisclosed Employee Benefit Plan Liabilities......................  I-7
SECTION 4.9   Absence of Certain Changes or Events..................................  I-8
SECTION 4.10  Investigations; Litigation............................................  I-8
SECTION 4.11  Joint Proxy Statement; Registration Statement; Other Information......  I-8
SECTION 4.12  Accounting Matters....................................................  I-8
SECTION 4.13  Martin Marietta Rights Plan...........................................  I-8
SECTION 4.14  Ownership of Lockheed Stock...........................................  I-9
SECTION 4.15  Tax Matters...........................................................  I-9

                                         ARTICLE V                                       

                         REPRESENTATIONS AND WARRANTIES OF LOCKHEED                      

SECTION 5.1   Organization, Qualification, Etc. ....................................  I-9
SECTION 5.2   Capital Stock......................................................... I-10
SECTION 5.3   Corporate Authority Relative to this Agreement; No Violation.......... I-10
SECTION 5.4   Reports and Financial Statements...................................... I-11
SECTION 5.5   No Undisclosed Liabilities............................................ I-11
SECTION 5.6   No Violation of Law................................................... I-11

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SECTION 5.7   Environmental Laws and Regulations.................................... I-11
SECTION 5.8   No Undisclosed Employee Benefit Plan Liabilities...................... I-12
SECTION 5.9   Absence of Certain Changes or Events.................................. I-12
SECTION 5.10  Investigations; Litigation............................................ I-12
SECTION 5.11  Joint Proxy Statement; Registration Statement; Other Information...... I-12
SECTION 5.12  Accounting Matters.................................................... I-12
SECTION 5.13  Lockheed Rights Plan.................................................. I-12
SECTION 5.14  Ownership of Martin Marietta Stock.................................... I-13
SECTION 5.15  Tax Matters........................................................... I-13

                                      ARTICLE VI                                         

                          ADDITIONAL COVENANTS AND AGREEMENTS                            

SECTION 6.1   Conduct of Business by Martin Marietta or Lockheed.................... I-13
SECTION 6.2   Investigation......................................................... I-15
SECTION 6.3   Cooperation........................................................... I-15
SECTION 6.4   Affiliate Agreements.................................................. I-16
SECTION 6.5   Employee Stock Options, Incentive and Benefit Plans................... I-16
SECTION 6.6   Further Assurances.................................................... I-17
SECTION 6.7   No Solicitation....................................................... I-17
SECTION 6.8   Public Announcements.................................................. I-18
SECTION 6.9   Agreements with Respect to Martin Marietta Common Stock and Lockheed       
                Common Stock........................................................ I-18
SECTION 6.10  Indemnification and Insurance......................................... I-18
SECTION 6.11  Accountants' "Comfort" Letters........................................ I-18
SECTION 6.12  Additional Reports.................................................... I-18

                                      ARTICLE VII                                        

                                CONDITIONS TO THE MERGERS                                

SECTION 7.1   Conditions to Both Mergers............................................ I-19
SECTION 7.2   Conditions to Obligations of Martin Marietta to Effect the                 
                Atlantic Sub Merger................................................. I-19
SECTION 7.3   Conditions to Obligations of Lockheed to Effect the Pacific Sub            
                Merger.............................................................. I-20

                                      ARTICLE VIII                                       

                       TERMINATION, WAIVER, AMENDMENT AND CLOSING                        

SECTION 8.1   Termination or Abandonment............................................ I-20
SECTION 8.2   Termination Fee....................................................... I-21
SECTION 8.3   Expense Reimbursement................................................. I-21
SECTION 8.4   Amendment or Supplement............................................... I-21
SECTION 8.5   Extension of Time, Waiver, Etc. ...................................... I-21
SECTION 8.6   Closing............................................................... I-21

                                      ARTICLE IX                                         

                                     MISCELLANEOUS                                       

SECTION 9.1   No Survival of Representations and Warranties......................... I-22
SECTION 9.2   Expenses.............................................................. I-22
SECTION 9.3   Counterparts.......................................................... I-22

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SECTION 9.4  Governing Law......................................................... I-22
SECTION 9.5  Notices............................................................... I-22
SECTION 9.6  Miscellaneous......................................................... I-22
SECTION 9.7  Subsidiaries; Significant Subsidiaries................................ I-23
SECTION 9.8  Finders or Brokers.................................................... I-23

Exhibit A -- Charter of Parent Corporation*                                     

Exhibit B -- Bylaws of Parent Corporation*                                      

Exhibit C -- Plan and Agreement of Merger relating to Martin Marietta           

Exhibit D -- Plan and Agreement of Merger relating to Lockheed                  
---------------                                                                 
* On October 3, 1994 the name Parent Corporation was changed to Lockheed Martin 
Corporation.                                                                

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  AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 29, 1994
(this "Agreement"), is among Parent Corporation* ("Parent"), Martin Marietta    
Corporation ("Martin Marietta") and Lockheed Corporation ("Lockheed"), as       
amended as of February 7, 1995.                                                 

     WHEREAS, Martin Marietta is a corporation duly organized and existing under
the laws of the State of Maryland and Lockheed is a corporation duly organized  
and existing under the laws of the State of Delaware; and                       

     WHEREAS, Parent is a corporation duly organized under the laws of the State
of Maryland, with Martin Marietta and Lockheed each owning one-half of the      
outstanding capital stock of Parent; and                                        

  WHEREAS, the Boards of Directors of Martin Marietta and Lockheed deem it
advisable and in the best interest of their respective stockholders that each   
corporation become a subsidiary of Parent pursuant to the mergers hereafter     
provided for, and desire to make certain representations, warranties and        
agreements in connection with such mergers;                                     

   NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained in this Agreement, the parties hereby agree as follows:     

ARTICLE I 
THE MERGERS 

SECTION 1.1  Charter and Bylaws of Parent.  The Charter and Bylaws of 
Parent shall be amended prior to the Merger Date (as hereinafter defined) to be 
in substantially the form of Exhibits A and B hereto, respectively, and the name
of Parent shall be changed to Lockheed Martin Corporation. From the date hereof 
until the Merger Date, Martin Marietta and Lockheed shall consult with each     
other prior to causing or permitting Parent to take any action and neither shall
cause or permit Parent to take any action inconsistent with the provisions of   
this Agreement without the written consent of the other.                        

  SECTION 1.2  Atlantic Sub Merger.  (a) Martin Marietta and Lockheed will
cause Parent to form a wholly owned subsidiary named Atlantic Sub, Inc.         
("Atlantic Sub") under the laws of the State of Maryland. Atlantic Sub will be  
formed solely to facilitate the Atlantic Sub Merger referred to below and will  
conduct no business or activity other than in connection with the Atlantic Sub  
Merger. Martin Marietta and Lockheed will cause Parent to cause Atlantic Sub to 
execute and deliver, and Martin Marietta agrees to execute and deliver and to   
submit to its stockholders for approval, together with this Agreement in        
accordance with Article II, an Agreement and Plan of Merger (the "Atlantic Sub  
Merger Agreement") in substantially the form attached hereto as Exhibit C,      
providing for the merger of Atlantic Sub with and into Martin Marietta (the     
"Atlantic Sub Merger"). Martin Marietta shall be the surviving corporation in   
the Atlantic Sub Merger and as a result thereof shall become a wholly owned     
subsidiary of Parent.                                                           

(b) Pursuant to the Atlantic Sub Merger:                              

  (i) each share of Martin Marietta Common Stock (as hereinafter
defined) outstanding immediately prior to the effective time of the   
    Atlantic Sub Merger, other than any shares of Martin Marietta Common Stock
   owned by Lockheed or any Subsidiary (as hereinafter defined) of Lockheed,
 shall be converted into and become one share of common stock, par value
$1.00 per share, of Parent ("Parent Common Stock");                   

      (ii) each share of Martin Marietta Preferred Stock (as hereinafter
defined) outstanding immediately prior to the effective time of the   
 Atlantic Sub Merger, other than any shares of Martin Marietta Preferred
   Stock owned by Lockheed or any Subsidiary of Lockheed, shall be converted
into and become                                                       

---------------                                                                 
* On October 3, 1994, the name Parent Corporation was changed to Lockheed Martin
Corporation.                                                                

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     one share of Series A Preferred Stock, par value $1.00 per share, of Parent
("Parent Preferred Stock"); and                                       

        (iii) each share of Martin Marietta Common Stock and Martin Marietta
  Preferred Stock owned by Lockheed or any Subsidiary of Lockheed shall be
 cancelled and cease to exist immediately upon the effective time of the
Atlantic Sub Merger without any payment being made in respect thereof.

   (c) The parties will take such action as may be necessary to cause Parent
to reserve sufficient shares of Parent Common Stock following the Mergers (as   
hereinafter defined) to permit conversion of the Parent Preferred Stock and     
delivery of shares of Parent Common Stock upon conversion thereof following the 
Atlantic Sub Merger. Subject to the terms and conditions of this Agreement,     
Martin Marietta shall use its reasonable efforts to cause the Atlantic Sub      
Merger to be consummated in accordance with the terms of the Atlantic Sub Merger
Agreement. Martin Marietta and Lockheed will cause Parent to execute a formal   
written consent under Section 2-505 of the Maryland General Corporation Law (the
"Maryland Statute"), as the sole stockholder of Atlantic Sub, to the execution, 
delivery and performance of the Atlantic Sub Merger Agreement by Atlantic Sub.  

 SECTION 1.3  Pacific Sub Merger.  (a) Lockheed and Martin Marietta will
cause Parent to form a wholly owned subsidiary named Pacific Sub, Inc. ("Pacific
Sub") under the laws of the State of Delaware. Pacific Sub will be formed solely
to facilitate the Pacific Sub Merger referred to below and will conduct no      
business or activity other than in connection with the Pacific Sub Merger.      
Lockheed and Martin Marietta will cause Parent to cause Pacific Sub to execute  
and deliver, and, subject to the terms and conditions of this Agreement,        
Lockheed agrees to execute and deliver and to submit to its stockholders for    
adoption and approval, together with this Agreement in accordance with Article  
II, an Agreement and Plan of Merger (the "Pacific Sub Merger Agreement") in     
substantially the form attached hereto as Exhibit D, providing for the merger of
Pacific Sub with and into Lockheed (the "Pacific Sub Merger"). Lockheed shall be
the surviving corporation in the Pacific Sub Merger and as a result thereof     
shall become a wholly owned subsidiary of Parent.                               

(b) Pursuant to the Pacific Sub Merger:                               

    (i) each share of Lockheed Common Stock (as hereinafter defined)
outstanding immediately prior to the effective time of the Pacific Sub
Merger, other than any shares of Lockheed Common Stock owned by Martin
  Marietta or any Subsidiary of Martin Marietta or held in the treasury of
Lockheed, shall be converted into and become the right to receive 1.63
shares of Parent Common Stock; and                                    

        (ii) each share of Lockheed Common Stock owned by Martin Marietta or
     any Subsidiary of Martin Marietta or held in the treasury of Lockheed shall
    be cancelled and cease to exist immediately upon the effective time of the
Pacific Sub Merger without any payment being made in respect thereof. 

Notwithstanding the foregoing, no fractional shares of Parent Common Stock will 
be issued as a result of the Pacific Sub Merger. In lieu of the issuance of     
fractional shares, cash payments will be made to holders of Lockheed Common     
Stock in respect of any fractional share that would otherwise be issuable in an 
amount equal to such fractional part of a share of Parent Common Stock          
multiplied by the closing price of a share of Parent Common Stock on the New    
York Stock Exchange (the "NYSE") on the last business day preceding the Merger  
Date if such stock is then being traded, including without limitation trading on
a "when issued" basis, and otherwise shall be the closing price on the first    
business day that such stock is traded. No such holder shall be entitled to     
dividends, voting rights, or any other stockholder right in respect of any      
fractional share. For this purpose, shares held of record by any particular     
stockholder of Lockheed and represented by two or more certificates may be      
aggregated.                                                                     

   (c) Subject to the terms and conditions of this Agreement, Lockheed shall
use its reasonable efforts to cause the Pacific Sub Merger to be consummated in 
accordance with the terms of the Pacific Sub Merger Agreement. Lockheed and     
Martin Marietta will cause Parent to execute a formal written consent under     
Section 228 of the Delaware General Corporation Law (the "Delaware Statute"), as
the sole stockholder of Pacific Sub, to the execution, delivery and performance 
of the Pacific Sub Merger Agreement by Pacific Sub.                             

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     SECTION 1.4  Exchange of Certificates.  Except as set forth above, from and
after the Merger Date, each holder of a certificate which immediately prior to  
the Merger Date represented outstanding shares of Martin Marietta Common Stock, 
Lockheed Common Stock or Martin Marietta Preferred Stock shall be entitled to   
receive in exchange therefor, upon surrender thereof to an exchange agent to be 
selected by the parties, a certificate or certificates representing the number  
of shares of Parent Common Stock or Parent Preferred Stock into which such      
holder's shares of Martin Marietta Common Stock, Lockheed Common Stock or Martin
Marietta Preferred Stock were converted. No holder of a certificate or          
certificates which immediately prior to the Merger Date represented shares of   
Martin Marietta Common Stock, Lockheed Common Stock or Martin Marietta Preferred
Stock shall be entitled to receive any dividend or other distribution from      
Parent until surrender of such holder's certificate or certificates for a       
certificate or certificates representing shares of Parent Common Stock (in the  
case of holders of Lockheed Common Stock or Martin Marietta Common Stock) or    
Parent Preferred Stock (in the case of holders of Martin Marietta Preferred     
Stock). Upon such surrender, there shall be paid to the holder the amount of any
dividends or other distributions (without interest) which theretofore became    
payable, but which were not paid by reason of the foregoing, with respect to the
number of whole shares of Parent Common Stock or Parent Preferred Stock, as the 
case may be, represented by the certificates issued upon such surrender. From   
and after the Merger Date, Parent shall, however, be entitled to treat such     
certificates for shares of Martin Marietta Common Stock, Lockheed Common Stock  
or Martin Marietta Preferred Stock which have not yet been surrendered for      
exchange as evidencing the ownership of the number of shares of Parent Common   
Stock or Parent Preferred Stock, as the case may be, into which the shares of   
Martin Marietta Common Stock, Lockheed Common Stock or Martin Marietta Preferred
Stock represented by such certificates shall have been converted,               
notwithstanding any failure to surrender such certificates. If any certificate  
for shares of Parent Common Stock or Parent Preferred Stock, as the case may be,
is to be issued in a name other than that in which the certificate for shares of
Martin Marietta Common Stock, Lockheed Common Stock or Martin Marietta Preferred
Stock surrendered in exchange therefor is registered, it shall be a condition of
such issuance that the person requesting such issuance shall pay any transfer or
other tax required by reason of the issuance of certificates for such shares of 
Parent Common Stock or Parent Preferred Stock, as the case may be, in a name    
other than that of the registered holder of the certificate surrendered, or     
shall establish to the satisfaction of Parent or its agent that such tax has    
been paid or is not applicable. Notwithstanding the foregoing, none of Martin   
Marietta, Lockheed or Parent shall be liable to any holder of shares of Martin  
Marietta Common Stock, Lockheed Common Stock or Martin Marietta Preferred Stock 
for any shares of Parent Common Stock or Parent Preferred Stock, as the case may
be (or dividends or distributions with respect thereto), delivered to a public  
official pursuant to any applicable abandoned property, escheat or similar law. 

     SECTION 1.5  Cancellation of Parent Stock.  The shares of the capital stock
of Parent owned by Martin Marietta and Lockheed immediately prior to the Merger 
Date will be cancelled immediately upon consummation of the Atlantic Sub Merger 
and the Pacific Sub Merger, respectively. The Atlantic Sub Merger and the       
Pacific Sub Merger are sometimes together referred to as the "Mergers" and the  
Atlantic Sub Merger Agreement and the Pacific Sub Merger Agreement are sometimes
together referred to as the "Merger Agreements."                                

ARTICLE II

STOCKHOLDER APPROVAL

Subject to the terms and conditions contained herein, this Agreement, 
together with the Atlantic Sub Merger Agreement and the transactions            
contemplated thereby, shall be submitted for approval to the holders of shares  
of Martin Marietta Common Stock and Martin Marietta Preferred Stock, all of whom
shall vote together as a single class at a meeting to be duly held for this     
purpose by Martin Marietta (the "Martin Marietta Meeting"), and this Agreement, 
together with the Pacific Sub Merger Agreement, shall be submitted for adoption 
and approval to the holders of shares of Lockheed Common Stock at a meeting to  
be duly held for this purpose by Lockheed (the "Lockheed Meeting"). Martin      
Marietta and Lockheed shall coordinate and cooperate with respect to the timing 
of such meetings and shall endeavor to hold such meetings on the same day and as
soon as practicable after the date hereof. Subject to the applicable fiduciary  
duties of                                                                       

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their respective directors, Martin Marietta and Lockheed shall recommend that   
their respective stockholders approve this Agreement and the transactions       
contemplated hereby and such recommendation shall be contained in the Joint     
Proxy Statement referred to in Sections 4.11 and 5.11. On the first business day
on or by which (a) this Agreement and the Atlantic Sub Merger Agreement have    
been duly approved by the requisite vote of the holders of shares of Martin     
Marietta Common Stock and Martin Marietta Preferred Stock, (b) this Agreement   
and the Pacific Sub Merger Agreement have been duly adopted and approved by the 
requisite vote of the holders of shares of Lockheed Common Stock and (c) the    
closing of the transactions contemplated by this Agreement and the Merger       
Agreements shall have occurred, or such later date as shall be agreed upon by   
Martin Marietta and Lockheed, Articles of Merger (in the case of the Atlantic   
Sub Merger) and a Certificate of Merger (in the case of the Pacific Sub Merger) 
relating to the Mergers shall be filed in accordance with the Maryland Statute  
and the Delaware Statute, respectively, and the Mergers shall become effective  
simultaneously in accordance with the terms of the Merger Agreements (such time 
and date are referred to as the "Merger Date").                                 

ARTICLE III 

BOARDS OF DIRECTORS OF PARENT,
MARTIN MARIETTA AND LOCKHEED; 
OFFICERS OF MARTIN MARIETTA AND LOCKHEED

    It is the intent of the parties to this Agreement that Martin Marietta and
Lockheed, as subsidiaries of Parent, will each continue (so far as practicable  
and consistent with the basic purposes of this Agreement) the separate          
operations of their respective business enterprises, subject to the combining of
such operations and to such other organizational and structural changes as      
management may from time to time deem appropriate. With that objective in mind, 
Martin Marietta, Lockheed and Parent agree as follows:                          

    SECTION 3.1  Parent Board of Directors.  On the Merger Date, the number of
directors comprising the full Board of Directors of Parent shall be 24 (as      
provided in Parent's Bylaws), composed as follows:                              

      (a) twelve directors shall be designated by Martin Marietta by its
Board Nominating Committee; and                                       

     (b) twelve directors shall be designated by Lockheed by its Board
Nominating Committee.                                                 

It is the intent of the parties that membership on the major committees of      
Parent's Board of Directors shall initially consist of an equal number of       
designees of Martin Marietta and Lockheed.                                      

   SECTION 3.2  Martin Marietta Board of Directors; Officers.  On the Merger
Date, the Board of Directors of Martin Marietta shall include those current     
directors of Martin Marietta who are designated as such by the Chief Executive  
Officer of Martin Marietta. The officers of Martin Marietta immediately prior to
the Merger Date will continue in such capacities immediately following the      
Merger Date.                                                                    

  SECTION 3.3  Lockheed Board of Directors; Officers.  On the Merger Date,
the Board of Directors of Lockheed shall include those current directors of     
Lockheed who are designated as such by the Chief Executive Officer of Lockheed. 
The officers of Lockheed immediately prior to the Merger Date will continue in  
such capacities immediately following the Merger Date.                          

    SECTION 3.4  Parent Dividend.  It is the intention of the parties that the
initial quarterly dividend with respect to Parent stock shall be at the annual  
rate of $1.40 per share, subject to approval and declaration by the Board of    
Directors of Parent.                                                            

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MARTIN MARIETTA 

  Martin Marietta represents and warrants to, and agrees with, Lockheed as
follows (except as disclosed in a schedule dated the date hereof and furnished  
to Lockheed, hereafter referred to as the "Martin Marietta Schedule"):          

SECTION 4.1  Organization, Qualification, Etc.  Martin Marietta is a  
corporation duly organized, validly existing and in good standing under the laws
of its state of incorporation and has the corporate power and authority to own  
its properties and assets and to carry on its business as it is now being       
conducted and is duly qualified to do business and is in good standing in each  
jurisdiction in which the ownership of its properties or the conduct of its     
business requires such qualification, except for jurisdictions in which such    
failure to be so qualified or to be in good standing would not, individually or 
in the aggregate, have a material adverse effect on the business, results of    
operations or financial condition of Martin Marietta and its Subsidiaries taken 
as a whole. The copies of Martin Marietta's charter and bylaws which have been  
delivered to Lockheed are complete and correct and in full force and effect on  
the date hereof. Each of Martin Marietta's Significant Subsidiaries (as         
hereinafter defined) is a corporation duly organized, validly existing and in   
good standing under the laws of its jurisdiction of incorporation, has the      
corporate power and authority to own its properties and to carry on its business
as it is now being conducted, and is duly qualified to do business and is in    
good standing in each jurisdiction in which the ownership of its property or the
conduct of its business requires such qualification, except for jurisdictions in
which such failure to be so qualified or to be in good standing would not,      
individually or in the aggregate, have a material adverse effect on the         
business, results of operations or financial condition of Martin Marietta and   
its Subsidiaries taken as a whole. All the outstanding shares of capital stock  
of Martin Marietta's Significant Subsidiaries are validly issued, fully paid and
non-assessable and (except as set forth in the next sentence) are owned by      
Martin Marietta, directly or indirectly, free and clear of all liens, claims,   
charges or encumbrances, except for restrictions contained in credit agreements 
and similar instruments to which Martin Marietta is a party under which no event
of default has occurred or arisen. Martin Marietta owns approximately 81% of the
outstanding shares of common stock of Martin Marietta Materials, Inc. There are 
no existing options, rights of first refusal, preemptive rights, calls or       
commitments of any character relating to the issued or unissued capital stock or
other securities of any Subsidiary of Martin Marietta other than rights of      
refusal and preemptive rights held by Martin Marietta with respect to certain   
Subsidiaries.                                                                   

SECTION 4.2  Capital Stock.  The authorized capital stock of Martin   
Marietta consists of 550,000,000 shares, divided into 20,000,000 shares of      
Series A Preferred Stock, par value $1.00 per share ("Martin Marietta Preferred 
Stock"), 30,000,000 shares of Series Preferred Stock, par value $1.00 per share 
("Martin Marietta Series Preferred Stock"), and 500,000,000 shares of common    
stock, par value $1.00 per share ("Martin Marietta Common Stock"). As of July   
31, 1994, 20,000,000 shares of Martin Marietta Preferred Stock, no shares of    
Martin Marietta Series Preferred Stock and 95,948,640 shares of Martin Marietta 
Common Stock were outstanding. All the outstanding shares of capital stock of   
Martin Marietta have been validly issued and are fully paid and nonassessable.  
As of July 31, 1994, there were no outstanding subscriptions, options, warrants,
rights or other arrangements or commitments obligating Martin Marietta to issue 
any shares of its capital stock ("Martin Marietta Options") other than:         

(a) upon conversion of the Martin Marietta Preferred Stock; 

     (b) options to acquire 4,706,450 shares of Martin Marietta Common
   Stock granted on or prior to July 31, 1994 pursuant to employee incentive
and benefit plans; and                                                

(c) Martin Marietta's dividend reinvestment plan.           

Since July 31, 1994 (A) no shares of Martin Marietta Common Stock or Martin     
Marietta Preferred Stock have been issued except issuances of Martin Marietta   
Common Stock upon the exercise of Martin Marietta Options referred to in clause 
(b) above, and (B) no Martin Marietta Options have been authorized, issued or   
granted, except pursuant to Martin Marietta's Shareholder Rights Agreement,     
dated as of August 29, 1994, with First Chicago Trust Company of New York (the  
"Martin Marietta Rights Plan").                                                 

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SECTION 4.3  Corporate Authority Relative to this Agreement; No       
Violation.  Martin Marietta has the corporate power to enter into this Agreement
and the Atlantic Sub Merger Agreement, and to carry out its obligations         
hereunder and thereunder. The execution and delivery of this Agreement and the  
Atlantic Sub Merger Agreement and the consummation of the transactions          
contemplated hereby and thereby have been duly and validly authorized by the    
Board of Directors of Martin Marietta and, except for the approval of its       
stockholders, no other corporate proceedings on the part of Martin Marietta are 
necessary to authorize this Agreement, the Atlantic Sub Merger Agreement and the
transactions contemplated hereby and thereby. The Board of Directors of Martin  
Marietta has determined that the transactions contemplated by this Agreement and
the Atlantic Sub Merger Agreement are in the best interests of Martin Marietta  
and its stockholders and to recommend to such stockholders that they vote in    
favor thereof. This Agreement and the Atlantic Sub Merger Agreement have been   
duly and validly executed and delivered by Martin Marietta and, assuming this   
Agreement and the Atlantic Sub Merger Agreement constitute valid and binding    
Agreements of the other parties hereto and thereto, this Agreement and the      
Atlantic Sub Merger Agreement constitute valid and binding agreements of Martin 
Marietta, enforceable against Martin Marietta in accordance with their          
respective terms (except insofar as enforceability may be limited by applicable 
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting    
creditors' rights generally, or by principles governing the availability of     
equitable remedies). Martin Marietta is not subject to or obligated under any   
charter, bylaw or contract provision or any license, franchise or permit, or    
subject to any order or decree, which would be breached or violated by its      
executing or, subject to the approval of its stockholders, carrying out this    
Agreement or the Atlantic Sub Merger Agreement, except for any breaches or      
violations which individually or in the aggregate would not have a material     
adverse effect on the business, results of operations or financial condition of 
Martin Marietta and its Subsidiaries taken as a whole. Other than in connection 
with or in compliance with the provisions of the Maryland Statute, the          
Securities Act of 1933, as amended (the "Securities Act"), the Securities       
Exchange Act of 1934, as amended (the "Exchange Act"), the Hart-Scott-Rodino    
Antitrust Improvements Act of 1976 (the "HSR Act"), Section 4043 of ERISA (as   
hereinafter defined), any non-United States competition, antitrust and          
investment laws, and the securities or blue sky laws of the various states      
(collectively, the "Martin Marietta Required Statutory Approvals"), no          
authorization, consent or approval of, or filing with, any governmental body or 
authority is necessary for the consummation by Martin Marietta of the           
transactions contemplated by this Agreement and the Atlantic Sub Merger         
Agreement, except for such authorizations, consents, approvals or filings, the  
failure to obtain or make which would not have a material adverse effect on the 
business, results of operations or financial condition of Martin Marietta and   
its Subsidiaries taken as a whole or on the consummation of the transactions    
contemplated hereby.                                                            

SECTION 4.4  Reports and Financial Statements.  Martin Marietta has   
previously furnished to Lockheed true and complete copies of:                   

    (a) Martin Marietta's Annual Reports on Form 10-K filed with the
    Securities and Exchange Commission (the "SEC") for each of the years ended
December 31, 1991 through 1993;                                       

       (b) Martin Marietta's Quarterly Reports on Form 10-Q filed with the
SEC for the quarters ended March 31 and June 30, 1994;                

         (c) each definitive proxy statement filed by Martin Marietta with the
SEC since December 31, 1991;                                          

         (d) each final prospectus filed by Martin Marietta with the SEC since
     December 31, 1991, other than prospectuses contained in filings on Form S-8
     and filings with respect to Martin Marietta's dividend reinvestment plan on
Form S-3;                                                             

         (e) all Current Reports on Form 8-K filed by Martin Marietta with the
SEC since December 31, 1993; and                                      

        (f) Reports on Form 11-K filed with the SEC with respect to employee
    benefit plans of Martin Marietta or any of its Subsidiaries since December
31, 1993.                                                             

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As of their respective dates, such reports, proxy statements and prospectuses   
did not contain any untrue statement of a material fact or omit to state a      
material fact required to be stated therein or necessary to make the statements 
therein, in light of the circumstances under which they were made, not          
misleading. The audited consolidated financial statements and unaudited         
consolidated interim financial statements included in such reports, proxy       
statements and prospectuses (including any related notes and schedules) fairly  
present the financial position of Martin Marietta and its consolidated          
Subsidiaries as of the dates thereof and the results of operations and changes  
in financial position or other information included therein for the periods or  
as of the dates then ended (subject, where appropriate, to normal year-end      
accrual adjustments), in each case in accordance with past practice and         
generally accepted accounting principles in the United States ("GAAP")          
consistently applied during the periods involved (except as otherwise disclosed 
in the notes thereto). Since December 31, 1991, Martin Marietta has timely filed
all reports, registration statements and other filings required to be filed with
the SEC under the rules and regulations of the SEC. For purposes of this Section
4.4, the term "Martin Marietta" shall include "Martin Marietta Technologies,    
Inc." and "Martin Marietta Materials, Inc.".                                    

SECTION 4.5 No Undisclosed Liabilities.  As of June 30, 1994, neither 
Martin Marietta nor any of its Subsidiaries had any liabilities or obligations  
of any nature, whether or not accrued, contingent or otherwise, that would be   
required by GAAP to be reflected on a consolidated balance sheet of Martin      
Marietta and its Subsidiaries (including the notes thereto), except (a)         
liabilities or obligations reflected in any of the documents referred to in     
Section 4.4 and (b) liabilities or obligations which would not have,            
individually or in the aggregate, a material adverse effect on the business,    
results of operations or financial condition of Martin Marietta and its         
Subsidiaries taken as a whole.                                                  

     SECTION 4.6 No Violation of Law.  The businesses of Martin Marietta and its
Subsidiaries are not being conducted in violation of any law, ordinance or      
regulation of any governmental entity (provided that no representation or       
warranty is made in this Section 4.6 with respect to Environmental Laws (as     
defined in Section 4.7)) except (a) as described in any of the documents        
referred to in Section 4.4 and (b) for violations or possible violations which  
individually or in the aggregate do not, and, insofar as reasonably can be      
foreseen, in the future would not, have a material adverse effect on the        
business, results of operations or financial condition of Martin Marietta and   
its Subsidiaries taken as a whole.                                              

     SECTION 4.7 Environmental Laws and Regulations.  Except as described in any
of the documents referred to in Section 4.4, (i) Martin Marietta and each of its
Subsidiaries is in material compliance with all applicable federal, state and   
local laws and regulations relating to pollution or protection of human health  
or the environment (including, without limitation, ambient air, surface water,  
ground water, land surface or subsurface strata) (collectively, "Environmental  
Laws"), except for non-compliance that individually or in the aggregate do not, 
and, insofar as reasonably can be foreseen, in the future would not, have a     
material adverse effect on the business, results of operations or financial     
condition of Martin Marietta and its Subsidiaries taken as a whole, which       
compliance includes, but is not limited to, the possession by Martin Marietta   
and its Subsidiaries of all material permits and other governmental             
authorizations required under applicable Environmental Laws, and compliance with
the terms and conditions thereof; (ii) neither Martin Marietta nor any of its   
Subsidiaries has received written notice of, or, to the knowledge of Martin     
Marietta, is the subject of, any actions, causes of action, claims,             
investigations, demands or notices by any person or entity alleging liability   
under or non-compliance with any Environmental Law ("Environmental Claims") that
individually or in the aggregate would have a material adverse effect on the    
business, results of operations or financial condition of Martin Marietta and   
its Subsidiaries taken as a whole; and (iii) to the knowledge of Martin         
Marietta, there are no circumstances that are reasonably likely to prevent or   
interfere with such material compliance in the future.                          

SECTION 4.8 No Undisclosed Employee Benefit Plan Liabilities.  All    
"employee benefit plans," as defined in Section 3(3) of the Employee Retirement 
Income Security Act of 1974, as amended ("ERISA"), maintained or contributed to 
by Martin Marietta or its Subsidiaries are in compliance with all applicable    
provisions of ERISA and the Internal Revenue Code of 1986, as amended (the      
"Code"), and Martin Marietta and its Subsidiaries do not have any liabilities or
obligations with respect to any such employee benefit plans, whether or not     
accrued, contingent or otherwise, except (a) as described in any of the         

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documents referred to in Section 4.4 and (b) for instances of non-compliance or 
liabilities or obligations that would not have, individually or in the          
aggregate, a material adverse effect on the business, results of operations or  
financial condition of Martin Marietta and its Subsidiaries taken as a whole.   

    SECTION 4.9 Absence of Certain Changes or Events.  Other than as disclosed
in the documents referred to in Section 4.4, since December 31, 1993 there has  
been no material adverse change in the business, prospects, results of          
operations or financial condition of Martin Marietta and its Subsidiaries taken 
as a whole.                                                                     

     SECTION 4.10 Investigations; Litigation.  Except as described in any of the
documents referred to in Section 4.4:                                           

      (a) no material investigation or review by any governmental entity
    with respect to Martin Marietta or any of its Subsidiaries is pending (or,
     to Martin Marietta's knowledge, threatened) nor has any governmental entity
indicated to Martin Marietta an intention to conduct the same; and    

         (b) there are no actions, suits or proceedings pending (or, to Martin
   Marietta's knowledge, threatened) against or affecting Martin Marietta or
its Subsidiaries at law or in equity, or before any federal, state,   
municipal or other governmental department, commission, board, bureau,
   agency or instrumentality which, either individually or in the aggregate,
are reasonably likely to result in any material adverse change in the 
     business, prospects, results of operations or financial condition of Martin
Marietta and its Subsidiaries taken as a whole.                       

SECTION 4.11 Joint Proxy Statement; Registration Statement; Other     
Information.  None of the information with respect to Martin Marietta or its    
Subsidiaries or the Atlantic Sub Merger to be included in the Joint Proxy       
Statement (as defined herein) or the Registration Statement (referred to in     
Section 6.3) will, in the case of the Joint Proxy Statement or any amendments   
thereof or supplements thereto, at the time of the mailing of the Joint Proxy   
Statement or any amendments or supplements thereto, and at the time of the      
Martin Marietta Meeting, or, in the case of the Registration Statement, at the  
time it becomes effective, contain any untrue statement of a material fact or   
omit to state any material fact required to be stated therein or necessary in   
order to make the statements therein, in light of the circumstances under which 
they are made, not misleading. The Joint Proxy Statement will comply as to form 
in all material respects with the provisions of the Exchange Act and the rules  
and regulations promulgated thereunder, except that no representation is made by
Martin Marietta with respect to information supplied in writing by Lockheed or  
any affiliate of Lockheed specifically for inclusion in the Joint Proxy         
Statement. The letters to stockholders, notices of meeting, joint proxy         
statement and forms of proxies to be distributed to stockholders in connection  
with the Mergers, and any schedules required to be filed with the SEC in        
connection therewith are collectively referred to herein as the "Joint Proxy    
Statement".                                                                     

SECTION 4.12 Accounting Matters.  Neither Martin Marietta nor, to its 
knowledge, any of its affiliates has taken or agreed to take any action that    
would prevent Parent from accounting for the transactions to be effected        
pursuant to Article I of this Agreement in accordance with the pooling of       
interests method of accounting under the requirements of Opinion No. 16         
"Business Combinations" of the Accounting Principles Board of the American      
Institute of Certified Public Accountants, as amended by applicable             
pronouncements by the Financial Accounting Standards Board ("APB No. 16"). As   
used in this Agreement (except as specifically otherwise defined), the term     
"affiliate" shall mean, as to any person, any other person which directly or    
indirectly controls, or is under common control with, or is controlled by, such 
person. As used in this definition, "control" (including, with its correlative  
meanings, "controlled by" and "under common control with") shall mean           
possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities or partnership  
or other ownership interests, by contract or otherwise).                        

  SECTION 4.13 Martin Marietta Rights Plan.  Under the terms of the Martin
Marietta Rights Plan, the transactions contemplated by this Agreement will not  
cause a Distribution Date to occur or cause the rights issued pursuant to the   
Martin Marietta Rights Plan to become exercisable, and as a result of the terms 
of the Martin Marietta Rights Plan such rights will be cancelled and cease to   
exist upon consummation of the transactions contemplated hereby.                

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SECTION 4.14 Ownership of Lockheed Stock.  On the date hereof Martin  
Marietta and its Subsidiaries do not beneficially own in excess of 1,000 shares 
of Lockheed Common Stock in the aggregate (exclusive of any shares owned by     
Martin Marietta's employee benefit plans) and is not an "interested stockholder"
of Lockheed within the meaning of Section 203 of the Delaware Statute.          

   SECTION 4.15 Tax Matters.  (a) All federal, state, local, and foreign tax
returns required to be filed by or on behalf of Martin Marietta and each of its 
Subsidiaries have been timely filed, and all returns filed are complete and     
accurate to the knowledge of Martin Marietta. All taxes shown on filed returns  
have been paid or adequate provision for the payment of all such taxes has been 
made. As of the date of this Agreement, there is no audit examination,          
deficiency, refund litigation, proposed adjustment or matter in controversy with
respect to any taxes that may reasonably be expected to result in a             
determination materially adverse to Martin Marietta or any of its Subsidiaries, 
except as adequately reserved against in the most recent financial statements   
contained in the documents referred to in Section 4.4. All assessments for      
taxes, interest, additions, and penalties due with respect to completed and     
settled examinations or concluded litigation have been paid.                    

(b) No stock or securities will be issued to any person other than the
securityholders of Martin Marietta, Lockheed or Parent in connection with the   
transactions contemplated by this Agreement; except in connection with employee 
benefit programs or Martin Marietta's dividend reinvestment plan, the management
of Martin Marietta has no plan or intention for Parent to issue any stock other 
than Parent Common Stock and Parent Preferred Stock in connection with the      
transactions contemplated by this Agreement; except in connection with employee 
benefit programs, Martin Marietta's dividend reinvestment plan or otherwise in  
the ordinary course of business, the management of Martin Marietta has no plan  
or intention for Parent to redeem or otherwise reacquire any Parent Preferred   
Stock or Parent Common Stock to be issued in connection with the transactions   
contemplated by this Agreement; and the management of Martin Marietta has no    
plan or intention to terminate the existence of Parent or to merge Parent with  
any other corporation.                                                          

(c) Martin Marietta is not aware of any plan or intention of Parent to
liquidate Martin Marietta, to merge Martin Marietta with or into another        
corporation or to sell or otherwise dispose of the stock of Martin Marietta     
except for transfers of stock to corporations controlled by Parent. For purposes
of this representation, "control" is defined in Section 368(c) of the Code.     

ARTICLE V 

REPRESENTATIONS AND WARRANTIES OF LOCKHEED

  Lockheed represents and warrants to, and agrees with, Martin Marietta as
follows (except as disclosed in a schedule dated the date hereof and furnished  
to Martin Marietta, hereafter referred to as the "Lockheed Schedule"):          

  SECTION 5.1 Organization, Qualification, Etc.  Lockheed is a corporation
duly organized, validly existing and in good standing under the laws of the     
state of its incorporation and has the corporate power and authority to own its 
properties and assets and to carry on its business as it is now being conducted 
and is duly qualified to do business and is in good standing in each            
jurisdiction in which the ownership of its properties or the conduct of its     
business requires such qualification, except for jurisdictions in which such    
failure to be so qualified or to be in good standing would not, individually or 
in the aggregate, have a material adverse effect on the business, results of    
operations or financial condition of Lockheed and its Subsidiaries taken as a   
whole. The copies of Lockheed's certificate of incorporation and bylaws which   
have been delivered to Martin Marietta are complete and correct and in full     
force and effect on the date hereof. Each of Lockheed's Significant Subsidiaries
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, has the corporate power and authority
to own its properties and to carry on its business as it is now being conducted,
and is duly qualified to do business and is in good standing in each            
jurisdiction in which the ownership of its property or the conduct of its       
business requires such qualification, except for jurisdictions in which such    
failure to be so qualified or to be in good standing would not, individually or 
in the aggregate, have a material adverse effect on the business, results of    
operations or financial condition of Lockheed and its Subsidiaries taken as a   
whole. All the outstanding shares of capital stock of Lockheed's                

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Significant Subsidiaries are validly issued, fully paid and non-assessable and  
are owned by Lockheed, directly or indirectly, free and clear of all liens,     
claims charges or encumbrances, except for restrictions contained in credit     
agreements and similar instruments to which Lockheed is a party under which no  
event of default has occurred or arisen. There are no existing options, rights  
of first refusal, preemptive rights, calls or commitments of any character      
relating to the issued or unissued capital stock or other securities of any     
Subsidiary of Lockheed.                                                         

SECTION 5.2  Capital Stock.  The authorized capital stock of Lockheed 
consists of 100,000,000 shares of common stock, par value $1.00 per share       
("Lockheed Common Stock"), and 2,500,000 shares of Preferred Stock, par value   
$1.00 per share ("Lockheed Preferred Stock"), of which 1,000,000 shares were    
designated as Series A Junior Participating Preferred Stock ("Lockheed Series A 
Preferred"). As of July 31, 1994, 62,867,345 shares of Lockheed Common Stock    
(excluding 9,775,996 shares held in Lockheed's treasury) and no shares of       
Lockheed Preferred Stock were issued and outstanding. All the outstanding shares
of Lockheed Common Stock have been validly issued and are fully paid and        
nonassessable. As of July 31, 1994, there were no outstanding subscriptions,    
options, warrants, rights or other arrangements or commitments obligating       
Lockheed to issue any shares of its capital stock ("Lockheed Options") other    
than:                                                                           

        (a) rights to acquire shares of Lockheed Series A Preferred pursuant
   to Lockheed's Shareholder Rights Agreement, dated as of December 8, 1986,
    with First Interstate Bank, Ltd., as amended (the "Lockheed Rights Plan");
and                                                                   

    (b) options to acquire 3,287,077 shares of Lockheed Common Stock
 granted on or prior to July 31, 1994 pursuant to employee incentive and
benefit plans.                                                        

Since July 31, 1994 (A) no shares of Lockheed Common Stock have been issued     
except issuances of Lockheed Common Stock upon the exercise of Lockheed Options 
referred to in clause (b) above, and (B) except for an option grant relating to 
1,500 shares, no Lockheed Options have been authorized, issued or granted.      

SECTION 5.3  Corporate Authority Relative to this Agreement; No       
Violation.  Lockheed has the corporate power to enter into this Agreement and   
the Pacific Sub Merger Agreement, and to carry out its obligations hereunder and
thereunder. The execution and delivery of this Agreement and the Pacific Sub    
Merger Agreement, and the consummation of the transactions contemplated hereby  
and thereby have been duly and validly authorized by the Board of Directors of  
Lockheed and, except for the approval of its stockholders, no other corporate   
proceedings on the part of Lockheed are necessary to authorize this Agreement,  
the Pacific Sub Merger Agreement and the transactions contemplated hereby and   
thereby. The Board of Directors of Lockheed has determined that the transactions
contemplated by this Agreement and the Pacific Sub Merger Agreement are in the  
best interests of Lockheed and its stockholders and to recommend to such        
stockholders that they vote in favor thereof. This Agreement and the Pacific Sub
Merger Agreement have been duly and validly executed and delivered by Lockheed  
and, assuming this Agreement and the Pacific Sub Merger Agreement constitute    
valid and binding agreements of the other parties hereto and thereto, this      
Agreement and the Pacific Sub Merger constitute valid and binding agreements of 
Lockheed, enforceable against Lockheed in accordance with their respective terms
(except insofar as enforceability may be limited by applicable bankruptcy,      
insolvency, reorganization, moratorium or similar laws affecting creditors'     
rights generally, or by principles governing the availability of equitable      
remedies). Lockheed is not subject to or obligated under any charter, by-law or 
contract provision or any license, franchise or permit, or subject to any order 
or decree, which would be breached or violated by its executing or, subject to  
the approval of its stockholders, carrying out this Agreement or the Pacific Sub
Merger Agreement, except for any breaches or violations which individually or in
the aggregate would not have a material adverse effect on the business, results 
of operations or financial condition of Lockheed and its Subsidiaries taken as a
whole. Other than in connection with or in compliance with the provisions of the
Delaware Statute, the Securities Act, the Exchange Act, the HSR Act, Section    
4043 of ERISA, any non-United States competition, antitrust and investment laws,
and the securities or blue sky laws of the various states (collectively, the    
"Lockheed Required Statutory Approvals"), no authorization, consent or approval 
of, or filing with, any governmental body or authority is necessary for the     
consummation by Lockheed of the transactions contemplated by this               

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Agreement and the Pacific Sub Merger Agreement, except for such authorizations, 
consents, approvals or filings, the failure to obtain or make which would not   
have a material adverse effect on the business, results of operations or        
financial condition of Lockheed and its Subsidiaries taken as a whole or on the 
consummation of the transaction contemplated hereby.                            

 SECTION 5.4  Reports and Financial Statements.  Lockheed has previously
furnished to Martin Marietta true and complete copies of:                       

          (a) Lockheed's Annual Reports on Form 10-K filed with the SEC for each
of the years ended December 31, 1991 through 1993;                    

        (b) Lockheed's Quarterly Reports on Form 10-Q filed with the SEC for
the quarters ended March 31 and June 30, 1994;                        

      (c) each definitive proxy statement filed by Lockheed with the SEC
since December 31, 1991;                                              

  (d) each final prospectus filed by Lockheed with the SEC since
December 31, 1991;                                                    

      (e) all Current Reports on Form 8-K filed by Lockheed with the SEC
since December 31, 1993; and                                          

        (f) Reports on Form 11-K filed with the SEC with respect to employee
 benefit plans of Lockheed or any of its Subsidiaries since December 31,
1993.                                                                 

As of their respective dates, such reports, proxy statements and prospectuses   
did not contain any untrue statement of a material fact or omit to state a      
material fact required to be stated therein or necessary to make the statements 
therein, in light of the circumstances under which they were made, not          
misleading. The audited consolidated financial statements and unaudited         
consolidated interim financial statements included in such reports, proxy       
statements and prospectuses (including any related notes and schedules) fairly  
present the financial position of Lockheed and its consolidated Subsidiaries as 
of the dates thereof and the results of operations and changes in financial     
position or other information included therein for the periods or as of the     
dates then ended (subject, where appropriate, to normal year-end accrual        
adjustments), in each case in accordance with past practice and GAAP            
consistently applied during the periods involved (except as otherwise disclosed 
in the notes thereto). Since December 31, 1991, Lockheed has timely filed all   
reports, registration statements and other filings required to be filed with the
SEC under the rules and regulations of the SEC.                                 

SECTION 5.5  No Undisclosed Liabilities.  As of June 30, 1994, neither
Lockheed nor any of its Subsidiaries had any liabilities or obligations of any  
nature, whether or not accrued, contingent or otherwise, that would be required 
by GAAP to be reflected on a consolidated balance sheet of Lockheed and its     
Subsidiaries (including the notes thereto), except (a) liabilities or           
obligations reflected in any of the documents referred to in Section 5.4 and (b)
liabilities or obligations, which would not have, individually or in the        
aggregate, a material adverse effect on the business, results of operations or  
financial condition of Lockheed and its Subsidiaries taken as a whole.          

SECTION 5.6  No Violation of Law.  The businesses of Lockheed and its 
Subsidiaries are not being conducted in violation of any law, ordinance or      
regulation of any governmental entity (provided that no representation or       
warranty is made in this Section 5.6 with respect to Environmental Laws) except 
(a) as described in any of the documents referred to in Section 5.4, and (b) for
violations or possible violations which individually or in the aggregate do not,
and, insofar as reasonably can be foreseen, in the future would not, have a     
material adverse effect on the business, results of operations or financial     
condition of Lockheed and its Subsidiaries taken as a whole.                    

  SECTION 5.7  Environmental Laws and Regulations.  Except as described in
any of the documents referred to in Section 5.4, (i) Lockheed and each of its   
Subsidiaries is in material compliance with all applicable Environmental Laws,  
except for non-compliance that individually or in the aggregate do not, and,    
insofar as reasonably can be foreseen, in the future would not, have a material 
adverse effect on the business, results of operations or financial condition of 
Lockheed and its Subsidiaries taken as a whole, which                           

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compliance includes, but is not limited to, the possession by Lockheed and its  
Subsidiaries of all material permits and other governmental authorizations      
required under applicable Environmental Laws, and compliance with the terms and 
conditions thereof; (ii) neither Lockheed nor any of its Subsidiaries has       
received written notice of, or, to the knowledge of Lockheed, is the subject of,
any Environmental Claims that individually or in the aggregate would have a     
material adverse effect on the business, results of operations or financial     
condition of Lockheed and its Subsidiaries taken as a whole; and (iii) to the   
knowledge of Lockheed, there are no circumstances that are reasonably likely to 
prevent or interfere with such material compliance in the future.               

SECTION 5.8  No Undisclosed Employee Benefit Plan Liabilities.  All   
"employee benefit plans," as defined in Section 3(3) of ERISA, maintained or    
contributed to by Lockheed or its Subsidiaries are in compliance with all       
applicable provisions of ERISA and the Code, and Lockheed and its Subsidiaries  
do not have any liabilities or obligations with respect to any such employee    
benefit plans, whether or not accrued, contingent or otherwise, except (a) as   
described in any of the documents referred to in Section 5.4 and (b) for        
instances of non-compliance or liabilities or obligations that would not have,  
individually or in the aggregate, a material adverse effect on the business,    
results of operations or financial condition of Lockheed and its Subsidiaries   
taken as a whole.                                                               

     SECTION 5.9  Absence of Certain Changes or Events.  Other than as disclosed
in the documents referred to in Section 5.4, since December 31, 1993 there has  
been no material adverse change in the business, prospects, results of          
operations or financial condition of Lockheed and its Subsidiaries taken as a   
whole.                                                                          

  SECTION 5.10  Investigations; Litigation.  Except as described in any of
the documents referred to in Section 5.4:                                       

      (a) no material investigation or review by any governmental entity
with respect to Lockheed or any of its Subsidiaries is pending (or, to
Lockheed's knowledge, threatened), nor has any governmental entity    
indicated to Lockheed an intention to conduct the same; and           

  (b) there are no actions, suits or proceedings pending (or, to
Lockheed's knowledge, threatened) against or affecting Lockheed or its
   Subsidiaries at law or in equity, or before any federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality which, either individually or in the aggregate, are   
     reasonably likely to result in any material adverse change in the business,
     prospects, results of operations or financial condition of Lockheed and its
Subsidiaries taken as a whole.                                        

SECTION 5.11  Joint Proxy Statement; Registration Statement; Other    
Information.  None of the information with respect to Lockheed or its           
Subsidiaries or the Pacific Sub Merger to be included in the Joint Proxy        
Statement or the Registration Statement will, in the case of the Joint Proxy    
Statement or any amendments thereof or supplements thereto, at the time of the  
mailing of the Joint Proxy Statement or any amendments or supplements thereto,  
and at the time of the Lockheed Meeting or, in the case of the Registration     
Statement, at the time it becomes effective, contain any untrue statement of a  
material fact or omit to state any material fact required to be stated therein  
or necessary in order to make the statements therein, in light of the           
circumstances under which they are made, not misleading. The Joint Proxy        
Statement will comply as to form in all material respects with the provisions of
the Exchange Act and the rules and regulations promulgated thereunder, except   
that no representation is made by Lockheed with respect to information supplied 
in writing by Martin Marietta or any affiliate of Martin Marietta specifically  
for inclusion in the Joint Proxy Statement.                                     

SECTION 5.12  Accounting Matters.  Neither Lockheed nor, to its best  
knowledge, any of its affiliates has taken or agreed to take any action that    
would prevent Parent from accounting for the transactions to be effected        
pursuant to Article I of this Agreement in accordance with the pooling of       
interests method of accounting under the requirements of APB No. 16.            

     SECTION 5.13  Lockheed Rights Plan.  Under the terms of the Lockheed Rights
Plan, the transactions contemplated by this Agreement will not cause a          
Distribution Date to occur or cause the rights issued pursuant to the Lockheed  
Rights Plan to become exercisable, and, by action taken prior to the Merger     
Date,                                                                           

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as a result of the terms of the Lockheed Rights Plan and the Pacific Sub Merger 
such rights will be cancelled and cease to exist.                               

SECTION 5.14  Ownership of Martin Marietta Stock.  On the date hereof 
Lockheed and its Subsidiaries do not beneficially own in excess of 1,000 shares 
of Martin Marietta Common Stock in the aggregate (exclusive of any shares owned 
by Lockheed's employee benefit plans) and is not an "interested stockholder" or 
an affiliate of an "interested stockholder" of Martin Marietta within the       
meaning of Section 3-601(j) of the Maryland Statute.                            

    SECTION 5.15  Tax Matters.  (a) All federal, state, local, and foreign tax
returns required to be filed by or on behalf of Lockheed and each of its        
Subsidiaries have been timely filed, and all returns filed are complete and     
accurate to the knowledge of Lockheed. All taxes shown on filed returns have    
been paid or adequate provision for the payment of all such taxes has been made.
As of the date of this Agreement, there is no audit examination, deficiency,    
refund litigation, proposed adjustment or matter in controversy with respect to 
any taxes that may reasonably be expected to result in a determination          
materially adverse to Lockheed or any of its Subsidiaries, except as adequately 
reserved against in the most recent financial statements contained in the       
documents referred to in Section 5.4. All assessments for taxes, interest,      
additions, and penalties due with respect to completed and settled examinations 
or concluded litigation have been paid.                                         

(b) No stock or securities will be issued to any person other than the
securityholders of Lockheed, Martin Marietta or Parent in connection with the   
transactions contemplated by this Agreement; except in connection with employee 
benefit programs, the management of Lockheed has no plan or intention for Parent
to issue any stock other than Parent Common Stock and Parent Preferred Stock in 
connection with the transactions contemplated by this Agreement; except in      
connection with employee benefit programs or otherwise in the ordinary course of
business, the management of Lockheed has no plan or intention for Parent to     
redeem or otherwise reacquire any Parent Preferred Stock or Parent Common Stock 
to be issued in connection with the transactions contemplated by this Agreement;
and the management of Lockheed has no plan or intention to terminate the        
existence of Parent or to merge Parent with any other corporation.              

(c) Following the Pacific Sub Merger, Lockheed will hold at least 90  
percent of the fair market value of its net assets and at least 70 percent of   
the fair market value of its gross assets and at least 90 percent of the fair   
market value of Pacific Sub's net assets and at least 70 percent of the fair    
market value of Pacific Sub's gross assets held immediately prior to such       
Merger. For purposes of this representation, amounts used by Lockheed or Pacific
Sub to pay reorganization expenses, and all redemptions and distributions       
(except for regular, normal dividends) made by Lockheed will be included as     
assets held by Lockheed or Pacific Sub, respectively, immediately prior to the  
Pacific Sub Merger.                                                             

 (d) Lockheed has no plan or intention to issue additional shares of its
stock following the Pacific Sub Merger that would result in Parent's ceasing to 
own all the outstanding shares of stock of Lockheed.                            

    (e) Lockheed is not aware of any plan or intention of Parent: to liquidate
Lockheed; to merge Lockheed with or into another corporation; to sell or        
otherwise dispose of the stock of Lockheed except for transfers of stock to     
corporations controlled by Parent; to cause Lockheed to sell or otherwise       
dispose of any of its assets or of any of the assets acquired from Pacific Sub, 
except for dispositions made in the ordinary course of business or transfers of 
assets to a corporation controlled by Lockheed; or to cause Lockheed to issue   
any shares of capital stock to any person other than Parent. For purposes of    
this representation, "control" is defined by Section 368(c) of the Code.        

ARTICLE VI

ADDITIONAL COVENANTS AND AGREEMENTS 

It is further agreed as follows:                                      

    SECTION 6.1  Conduct of Business by Martin Marietta or Lockheed.  Prior to
the Merger Date or the date, if any, on which this Agreement is earlier         
terminated pursuant to Section 8.1 (the "Termination Date"),                    

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and except as set forth in the Martin Marietta Schedule or the Lockheed         
Schedule, as may be agreed to by the other parties hereto or as may be permitted
pursuant to this Agreement, Martin Marietta and Lockheed:                       

        (a) shall, and shall cause each of their respective Subsidiaries to,
   conduct their respective operations according to their ordinary and usual
course of business;                                                   

   (b) shall use their reasonable efforts, and cause each of their
   respective Subsidiaries to use its reasonable efforts, to preserve intact
their respective business organizations and goodwill in all material  
respects, keep available the services of their respective officers and
employees as a group and maintain satisfactory relationships with     
     suppliers, distributors, customers and others having business relationships
with them;                                                            

     (c) shall confer on a regular and frequent basis with one or more
     representatives of one another to report operational matters of materiality
and the general status of ongoing operations;                         

        (d) shall notify one another of any emergency or other change in the
   normal course of their or their Subsidiaries' respective businesses or in
    the operation of their or their Subsidiaries' respective properties and of
    any governmental complaints, investigations or hearings (or communications
  indicating that the same may be contemplated) if such emergency, change,
complaint, investigation or hearing would be material to the business,
     operations or financial condition of either Martin Marietta or Lockheed and
their respective Subsidiaries, as the case may be, taken as a whole;  

(e) shall not, and shall not permit any of their respective 
    Subsidiaries which is not wholly owned to, declare or pay any dividends on
or make any distribution with respect to their outstanding shares of  
 capital stock other than, with respect to Martin Marietta and Lockheed,
their respective regular quarterly cash dividends and, in the case of 
Martin Marietta, pursuant to the Martin Marietta Rights Plan.         

(f) shall not, and shall not permit any of their respective 
 Subsidiaries to, except in the ordinary course of business or except as
   otherwise provided in this Agreement, enter into or amend any employment,
severance or similar agreements or arrangements with any directors or 
executive officers;                                                   

(g) shall not, and shall not permit any of their respective 
   Subsidiaries to, authorize, propose or announce an intention to authorize
or propose, or enter into an agreement with respect to (or, subject to
applicable fiduciary duties of the directors of Martin Marietta and   
 Lockheed, recommend), any merger, consolidation or business combination
     (other than the Mergers), any acquisition of a material amount of assets or
     securities, any disposition of a material amount of assets or securities or
  any release or relinquishment of any material contract rights not in the
ordinary course of business;                                          

     (h) shall not propose or adopt any amendments to their respective
corporate charters or bylaws;                                         

(i) shall not, and shall not permit any of their respective 
Subsidiaries to, issue any shares of their capital stock, except upon 
 conversion of the Martin Marietta Preferred Stock in the case of Martin
    Marietta or upon exercise of rights issued pursuant to the Martin Marietta
   Rights Plan or Lockheed Rights Plan or upon exercise of rights or options
issued pursuant to employee benefit plans, programs or arrangements in
  existence on the date hereof, or Martin Marietta's dividend reinvestment
     plan or effect any stock split or otherwise change its capitalization as it
existed on July 31, 1994 (except as contemplated herein);             

(j) shall not, and shall not permit any of their respective 
   Subsidiaries to, grant, confer or award any options, warrants, conversion
 rights or other rights, not existing on the date hereof, to acquire any
    shares of its capital stock, except grants of options pursuant to employee
    benefit plans, programs or arrangements in existence on the date hereof in
    the ordinary course of business and consistent with past practice covering
  not in excess of 25,000 shares of Martin Marietta Common Stock or 25,000
shares of Lockheed Common Stock;                                      

(k) shall not, and shall not permit any of their respective 
  Subsidiaries to, except in connection with employee benefit plans in the
ordinary course of business or Martin Marietta's dividend reinvestment
plan, purchase or redeem any shares of its capital stock;             

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(l) shall not, and shall not permit any of their respective 
Subsidiaries to, take any actions which would, or would be reasonably 
likely to, prevent Parent from accounting for the transactions to be  
 effected pursuant to Article I of this Agreement in accordance with the
     pooling of interests method of accounting under the requirements of APB No.
16;                                                                   

(m) shall not, and shall not permit any of their respective 
Subsidiaries to, except as contemplated by Section 6.5, amend in any  
   significant respect the terms of their respective employee benefit plans,
programs or arrangements or any severance or similar agreements or    
 arrangements in existence on the date hereof, or adopt any new employee
benefit plans, programs or arrangements or any severance or similar   
agreements or arrangements;                                           

(n) shall not, and shall not permit any of their respective 
   Subsidiaries to, (i) enter into any material loan agreement or (ii) enter
  into or bid with respect to any contract that is expected to result in a
material loss; and                                                    

(o) shall not, and shall not permit any of their respective 
Subsidiaries to, agree in writing or otherwise, to take any of the    
foregoing actions or any action which would make any representation or
warranty in Articles IV and V hereof untrue or incorrect.             

For purposes of this Section 6.1, Martin Marietta Materials, Inc. or any of its 
Subsidiaries shall not be considered to be a Subsidiary of Martin Marietta.     

SECTION 6.2 Investigation.  Each of Martin Marietta and Lockheed shall
afford to one another and to one another's officers, employees, accountants,    
counsel and other authorized representatives full and complete access during    
normal business hours, throughout the period prior to the earlier of the Merger 
Date or the Termination Date, to its and its Subsidiaries' plants, properties,  
contracts, commitments, books, and records (including but not limited to tax    
returns) and any report, schedule or other document filed or received by it     
pursuant to the requirements of federal or state securities laws, and shall use 
their reasonable efforts to cause their respective representatives to furnish   
promptly to one another such additional financial and operating data and other  
information as to its and its Subsidiaries' respective businesses and properties
as the other or its duly authorized representatives may from time to time       
reasonably request. The parties hereby agree that each of them will treat any   
such information in accordance with the Confidentiality Agreement, dated March  
29, 1994, between Martin Marietta and Lockheed (the "Confidentiality            
Agreement"), and, subject to applicable law, will not disclose any such         
information to any other party. Notwithstanding any provision of this Agreement 
to the contrary, no party shall be obligated to make any disclosure in violation
of applicable laws or regulations, including any such laws or regulations       
pertaining to the treatment of classified information. If for any reason the    
Mergers are not consummated, each of Martin Marietta and Lockheed shall return  
or shall cause to be returned all information (and any copies thereof or        
extracts therefrom) obtained by it or its representatives pursuant to this      
Agreement or in connection with the negotiations hereof to the other party and  
will thereafter continue to treat as confidential all such information and shall
not use, or knowingly permit any other party to use, any such information.      

    SECTION 6.3  Cooperation.  Martin Marietta and Lockheed shall together, or
pursuant to an allocation of responsibility to be agreed upon between them:     

          (a) prepare and file with the SEC as soon as is reasonably practicable
the Joint Proxy Statement and a registration statement of Parent (the 
    "Registration Statement") with respect to the transactions contemplated by
  this Agreement, and use their reasonable efforts to have the Joint Proxy
  Statement cleared by the SEC under the Exchange Act and the Registration
Statement declared effective by the SEC under the Securities Act;     

        (b) as soon as is reasonably practicable take all such action as may
    be required under state blue sky or securities laws in connection with the
transactions contemplated by this Agreement;                          

         (c) cooperate with one another in determining whether any filings are
required to be made with or consents required to be obtained from, any
third party or governmental authority in any jurisdiction prior to the
Merger Date in connection with the consummation of the transactions   
contemplated in this                                                  

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    Agreement and cooperate in making any such filings promptly and in seeking
to obtain timely any such consents;                                   

  (d) promptly make application to the NYSE and such other stock
exchanges as shall be agreed upon for the listing of the Parent Common
     Stock and use its reasonable efforts to list such stock on the NYSE or such
other exchanges;                                                      

        (e) promptly make their respective filings and any other required or
requested submissions under the HSR Act; and                          

      (f) cooperate with one another in order to lift any injunctions or
remove any other impediment to the consummation of the transactions   
     contemplated herein, except that no party shall be required to agree to the
    divestiture of any of its or the other party's material assets or to other
     materially onerous conditions in order to obtain any governmental approval.

Subject to the limitations contained in Section 6.2, Martin Marietta and        
Lockheed shall each furnish to one another and to one another's counsel all such
information as may be required in order to effect the foregoing actions and each
represents and warrants to the other that no information furnished by it in     
connection with such actions or otherwise in connection with the consummation of
the transactions contemplated by this Agreement will contain any untrue         
statement of a material fact or omit to state a material fact required to be    
stated in order to make any information so furnished, in light of the           
circumstances under which it is so furnished, not misleading.                   

  SECTION 6.4  Affiliate Agreements.  Each of Martin Marietta and Lockheed
(each of which is referred to in this Section 6.4 as a "Subject Company") shall,
prior to the Merger Date, cause to be delivered to the other a list, reviewed by
its counsel, identifying all persons who are, in its opinion, at the time of the
meeting of the Subject Company's stockholders to be held in accordance with     
Article II, "affiliates" of the Subject Company for purposes of Rule 145        
promulgated by the SEC under the Securities Act. Each Subject Company shall     
furnish such information and documents as the other may reasonably request for  
the purpose of reviewing such list. Each Subject Company shall use its          
reasonable efforts to cause each person who is identified as an "affiliate" in  
the list furnished pursuant to this Section 6.4 to execute a written agreement  
on or prior to the Merger Date, in a form satisfactory to the other (an         
"Affiliate Agreement"), that such person (a) will not offer or sell or otherwise
dispose of any of the shares of Parent Common Stock issued to such person       
pursuant to the Mergers in violation of the Securities Act or the rules or      
regulations promulgated by the SEC thereunder, and (b) will not offer or sell or
otherwise dispose of any of the shares of Martin Marietta Common Stock, Martin  
Marietta Preferred Stock, Lockheed Common Stock, Parent Common Stock or Parent  
Preferred Stock in a manner or at a time that will disqualify Parent from       
accounting for the transactions contemplated by this Agreement in accordance    
with the pooling of interests method of accounting.                             

SECTION 6.5  Employee Stock Options, Incentive and Benefit Plans.  (a)
Simultaneously with the Atlantic Sub Merger, (i) each outstanding option to     
purchase or acquire a share of Martin Marietta Common Stock under option plans  
presently maintained by Martin Marietta ("Martin Marietta Option Plans") shall  
be converted into an option to purchase that number of shares of Parent Common  
Stock which could have been obtained upon the exercise of each such option at   
the same exercise price, and all references in each such option to Martin       
Marietta shall be deemed to refer to Parent, where appropriate, (ii) each       
outstanding stock appreciation right under the Martin Marietta Option Plans     
("Martin Marietta SAR") to receive a cash payment based on the Martin Marietta  
Common Stock shall be converted into a stock appreciation right to receive a    
cash payment based on the Parent Common Stock, for the same number of shares and
at the same base price as applied to the Martin Marietta SAR, and all references
in each Martin Marietta SAR to Martin Marietta shall be deemed to refer to      
Parent, where appropriate, (iii) Parent shall assume the obligations of Martin  
Marietta under the Martin Marietta Option Plans and (iv) each outstanding award 
made pursuant to Martin Marietta's Amended and Restated Long Term Performance   
Incentive Compensation Plan and its predecessor plans shall be amended or       
converted into a similar instrument of Parent, in either case with such         
adjustments to the terms of such awards, including but not limited to, the      
formula setting forth the redemption value of such awards as are appropriate to 
preserve the value inherent in such awards with no detrimental                  

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effects on the holders thereof without their consent. Subject to stockholder    
approval of the 1994 Parent Stock Plan (as hereinafter defined), no additional  
options or awards shall be granted pursuant to the Martin Marietta Option Plans 
after the Atlantic Sub Merger.                                                  

     (b) Simultaneously with the Pacific Sub Merger, (i) each outstanding option
(and related stock appreciation right ("Lockheed SAR"), if any) to purchase or  
acquire a share of Lockheed Common Stock under option plans presently maintained
by Lockheed ("Lockheed Option Plans") shall be converted into an option         
(together with a related stock appreciation right of Parent, if applicable), to 
purchase 1.63 times the number of shares of Parent Common Stock which could have
been obtained upon the exercise of each such option, at an exercise price per   
share equal to the exercise price for each such share of Lockheed Common Stock  
subject to an option (and related Lockheed SAR, if any) under the Lockheed      
Option Plans divided by 1.63, and all references in each such option (and       
related Lockheed SAR, if any) to Lockheed shall be deemed to refer to Parent,   
where appropriate, and (ii) Parent shall assume the obligations of Lockheed     
under the Lockheed Option Plans. Subject to stockholder approval of the 1994    
Parent Stock Plan, no additional options or awards shall be granted pursuant to 
the Lockheed Option Plans after the Pacific Sub Merger.                         

(c) Martin Marietta and Lockheed agree that effective as of the Merger
Date, and subject to approval by the stockholders of Martin Marietta and        
Lockheed, Parent shall adopt an omnibus securities award plan (the "1994 Parent 
Stock Plan") for the purpose of granting stock options, restricted stock, stock 
appreciation rights or other stock-based incentive awards to such employees of  
Parent, Martin Marietta and Lockheed, and their respective Subsidiaries, in such
amounts and upon such terms and conditions as the Compensation Committee of the 
Board of Directors of Parent shall, in its sole discretion, determine (subject  
to the provisions of the 1994 Parent Stock Plan).                               

    (d) Martin Marietta and Lockheed agree that each of their respective stock
option, employee incentive and benefit plans, programs and arrangements (in     
addition to those for non-employee directors) and in the case of Martin         
Marietta, its dividend reinvestment plan, shall be amended, to the extent       
necessary or appropriate, to reflect the transactions contemplated by this      
Agreement, including, but not limited to, (i) the conversion of shares of Martin
Marietta Common Stock or Lockheed Common Stock held pursuant to such benefit    
plans, programs or arrangements into shares of Parent Common Stock on a basis   
consistent with the transactions contemplated by this Agreement, and (ii) the   
appointment of appropriate committees consisting of directors of Martin Marietta
or Lockheed, as the case may be, or Parent, if appropriate, who are not         
participants in such plans, programs or arrangements. The actions to be taken by
Martin Marietta and Lockheed pursuant to this section 6.5(d) shall include the  
submission of the amendments to the plans, programs or arrangements referred to 
herein to their respective stockholders at the special meetings to consider this
Agreement and the Merger Agreements, if such submission is determined to be     
necessary or advisable by counsel to Martin Marietta or Lockheed after          
consultation with one another; provided, however, that such approval shall not  
be a condition to the consummation of the Mergers.                              

  (e) Parent shall (i) reserve for issuance the number of shares of Parent
Common Stock that will become subject to the benefit plans, programs and        
agreements referred to in this Section 6.5, and (ii) issue or cause to be issued
the appropriate number of shares of Parent Common Stock pursuant to such        
agreements, plans and programs, upon the exercise or maturation of rights       
existing thereunder on the Merger Date or thereafter granted or awarded.        

SECTION 6.6  Further Assurances.  Subject to the terms and conditions 
provided herein, each of the parties agrees to use its reasonable efforts to    
take, or cause to be taken, all action and to do, or cause to be done, all      
things necessary, proper or advisable under applicable law and regulation to    
consummate and make effective the Mergers in accordance with the terms of this  
Agreement and the Merger Agreements, subject, however, to the vote of           
stockholders of Martin Marietta and Lockheed in accordance with Article II. In  
case at any time after the Merger Date any further action is necessary or       
desirable to carry out the purposes of this Agreement or the Merger Agreements, 
the proper officers or directors of Martin Marietta and Lockheed shall take all 
such necessary action.                                                          

   SECTION 6.7  No Solicitation.  Unless and until this Agreement shall have
been terminated by either party pursuant to Section 8.1, neither Martin Marietta
nor Lockheed nor any of their respective officers,                              

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directors or agents shall directly or indirectly, encourage, solicit or initiate
discussions or negotiations with, or engage in negotiations or discussions with,
or provide any nonpublic information to, any corporation, partnership, person or
other entity or group (other than to Martin Marietta or Lockheed or an affiliate
or an associate of either Martin Marietta or Lockheed) concerning any merger,   
sale of substantial assets, sale of shares of capital stock or similar          
transactions involving Martin Marietta or Lockheed or any of their respective   
Subsidiaries or divisions, unless its Board of Directors, upon written advice of
counsel, has determined that it is in the best interests of such Company's      
stockholders to do so. In the event Martin Marietta or Lockheed shall receive   
any proposal concerning any such transaction, such party shall promptly advise  
the other as to such proposal and as to any discussions conducted in connection 
therewith.                                                                      

SECTION 6.8  Public Announcements.  Martin Marietta and Lockheed will 
consult with each other before issuing any press release relating to this       
Agreement or the transactions contemplated herein and shall not issue any such  
press release prior to such consultation, except as may be required by law or by
obligations pursuant to any listing agreement with any national securities      
exchange.                                                                       

  SECTION 6.9  Agreements with Respect to Martin Marietta Common Stock and
Lockheed Common Stock.  (a) Martin Marietta agrees that it will, and will use   
its reasonable efforts to the end that its Subsidiaries will, (i) not tender    
into any tender or exchange offer or sell, transfer or otherwise dispose of any 
shares of the voting capital stock of Lockheed ("Lockheed Voting Stock") which  
they own, (ii) vote all shares of Lockheed Voting Stock owned by them in favor  
of the transactions contemplated by this Agreement and (iii) vote all shares of 
Lockheed Voting Stock owned by them against any merger, consolidation, business 
combination, or other extraordinary corporate transaction (including without    
limitation any reclassification of securities, recapitalization, sale, lease,   
exchange or other disposition of all or substantially all of its respective     
assets, issuance of securities in exchange for cash or securities or other      
property, liquidation or dissolution) involving Lockheed other than the         
transactions contemplated by this Agreement.                                    

  (b) Lockheed agrees that it will, and will use its reasonable efforts to
the end that its Subsidiaries will, (i) not tender into any tender or exchange  
offer or sell, transfer or otherwise dispose of any shares of the voting capital
stock of Martin Marietta ("Martin Marietta Voting Stock") which they own, (ii)  
vote all shares of Martin Marietta Voting Stock owned by them in favor of the   
transactions contemplated by this Agreement and (iii) vote all shares of Martin 
Marietta Voting Stock owned by them against any merger, consolidation, business 
combination or other extraordinary corporate transaction (including without     
limitation any reclassification of securities, recapitalization, sale, lease,   
exchange or other disposition of all or substantially all of its respective     
assets, issuance of securities in exchange for cash or securities or other      
property, liquidation or dissolution) involving Martin Marietta other than the  
transactions contemplated by this Agreement.                                    

 SECTION 6.10  Indemnification and Insurance.  For a period of six years
after the Merger Date, Parent shall cause to be maintained in effect (a) the    
current provisions regarding indemnification of officers and directors contained
in the charter and bylaws of Martin Marietta and the certificate of             
incorporation and bylaws and officers and directors indemnification agreements  
of Lockheed, and (b) the current policies of directors' and officers' liability 
insurance and fiduciary liability insurance maintained by Martin Marietta and   
Lockheed (provided that Parent may substitute therefor policies of at least the 
same coverage and amounts containing terms and conditions which are, in the     
aggregate, no less advantageous to the insured) with respect to claims arising  
from facts or events which occurred on or before the Merger Date.               

     SECTION 6.11  Accountants' "Comfort" Letters.  Martin Marietta and Lockheed
will each use reasonable efforts to cause to be delivered to each other letters 
from their respective independent accountants, dated a date within two business 
days before the date of the Registration Statement, in form and substance       
reasonably satisfactory to the recipient and customary in scope and substance   
for comfort letters delivered by independent accountants in connection with     
registration statements on Form S-4.                                            

    SECTION 6.12  Additional Reports.  Martin Marietta and Lockheed shall each
furnish to the other copies of any reports of the type referred to in Sections  
4.4 and 5.4 which it files with the SEC on or after the date hereof, and Martin 
Marietta or Lockheed, as the case may be, represents and warrants that as of the
respective dates thereof, such reports will not contain any untrue statement of 
a material fact or omit to state a material fact required to be stated therein  
or necessary to make the statement therein, in light of the                     

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circumstances under which they were made, not misleading. Any unaudited         
consolidated interim financial statements included in such reports (including   
any related notes and schedules) will fairly present the financial position of  
Martin Marietta and its consolidated Subsidiaries or Lockheed and its           
consolidated Subsidiaries, as the case may be, as of the dates thereof and the  
results of operations and changes in financial position or other information    
included therein for the periods or as of the date then ended (subject, where   
appropriate, to normal year-end accrual adjustments), in each case in accordance
with past practice and GAAP consistently applied during the periods involved    
(except as otherwise disclosed in the notes thereto).                           

ARTICLE VII 

CONDITIONS TO THE MERGERS 

     SECTION 7.1  Conditions to Both Mergers.  The obligation of Martin Marietta
to effect the Atlantic Sub Merger and the obligation of Lockheed to effect the  
Pacific Sub Merger shall each be subject to the simultaneous effectuation by the
other of the Merger to which the other is a party and to the following          
additional conditions:                                                          

        (a) The holders of shares of Martin Marietta Common Stock and Martin
     Marietta Preferred Stock, voting together as a single class shall have duly
    approved this Agreement and the Atlantic Sub Merger Agreement, and holders
    of shares of Lockheed Common Stock shall have duly approved this Agreement
 and the Pacific Sub Merger Agreement, all in accordance with applicable
law.                                                                  

 (b) No statute, rule, regulation, executive order, decree, or
     injunction shall have been enacted, entered, promulgated or enforced by any
    court or governmental authority which prohibits the consummation of either
of the Mergers substantially on the terms contemplated hereby.        

 (c) The Registration Statement shall have become effective in
 accordance with the provisions of the Securities Act, and no stop order
    suspending such effectiveness shall have been issued and remain in effect.

       (d) The shares of Parent Common Stock issuable in the Mergers shall
have been approved for listing on the NYSE upon official notice of    
issuance.                                                             

          (e) Any applicable waiting period under the HSR Act shall have expired
or been terminated and the other Martin Marietta Required Statutory   
   Approvals and other Lockheed Required Statutory Approvals shall have been
     obtained at or prior to the Merger Date, except where the failure to obtain
   such other Martin Marietta Required Statutory Approvals or other Lockheed
  Required Statutory Approvals would not have a material adverse effect on
the transactions contemplated hereby or on the business, results of   
   operations or financial condition of Martin Marietta and its Subsidiaries
    taken as a whole or Lockheed and its Subsidiaries taken as a whole, as the
case may be.                                                          

         (f) Each of Martin Marietta and Lockheed shall have received a letter
   of its independent public accountants, dated the Merger Date, in form and
 substance reasonably satisfactory to it, stating that, they concur with
    management's conclusion that the transactions effected pursuant to Article
 I of this Agreement will qualify as transactions to be accounted for in
 accordance with the pooling of interests method of accounting under the
requirements of APB No. 16.                                           

   (g) Each of Martin Marietta and Lockheed shall have received an
   opinion of its tax counsel, in form and substance reasonably satisfactory
     to it, and dated within five days of the date of the Joint Proxy Statement,
    to the effect that neither it, nor any of its stockholders shall recognize
   gain or loss for Federal income tax purposes as a result of the Merger to
which it is a party (other than in respect of any cash paid in lieu of
  fractional shares), which opinion shall have been re-confirmed as of the
Merger Date.                                                          

 SECTION 7.2  Conditions to Obligations of Martin Marietta to Effect the
Atlantic Sub Merger.  The obligation of Martin Marietta to effect the Atlantic  
Sub Merger is further subject to the conditions that the representations and    
warranties of Lockheed contained herein shall in all material respects be true  
as of the Merger Date with the same effect as though made as of the Merger Date 
(except for changes specifically                                                

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permitted by the terms of this Agreement); Lockheed shall in all material       
respects have performed all obligations and complied with all covenants required
by this Agreement to be performed or complied with by it prior to the Merger    
Date; and Lockheed shall have delivered to Martin Marietta a certificate, dated 
the Merger Date and signed by its Chairman of the Board and Chief Executive     
Officer or President to both such effects.                                      

  SECTION 7.3  Conditions to Obligations of Lockheed to Effect the Pacific
Sub Merger.  The obligation of Lockheed to effect the Pacific Sub Merger is     
further subject to the conditions that the representations and warranties of    
Martin Marietta contained herein shall in all material respects be true as of   
the Merger Date with the same effect as though made as of the Merger Date       
(except for changes specifically permitted by the terms of this Agreement);     
Martin Marietta shall in all material respects have performed all obligations   
and complied with all covenants required by this Agreement to be performed or   
complied with by it prior to the Merger Date; and Martin Marietta shall have    
delivered to Lockheed a certificate, dated the Merger Date and signed by its    
Chairman of the Board and Chief Executive Officer or President to both such     
effects.                                                                        

ARTICLE VIII

TERMINATION, WAIVER, AMENDMENT AND CLOSING

SECTION 8.1  Termination or Abandonment.  Notwithstanding anything    
contained in this Agreement to the contrary, this Agreement may be terminated   
and abandoned at any time prior to the Merger Date, whether before or after     
approval of this Agreement and the Merger Agreements by the respective          
stockholders of Martin Marietta and Lockheed:                                   

      (a) by the mutual written consent of Martin Marietta and Lockheed;

        (b) by Martin Marietta or Lockheed if the Merger Date shall not have
occurred on or before March 31, 1995;                                 

(c) by Martin Marietta or Lockheed if any court of competent
    jurisdiction in the United States or other United States governmental body
shall have issued an order, decree or ruling or taken any other action
restraining, enjoining or otherwise prohibiting the Mergers on        
substantially the terms contemplated by this Agreement and such order,
    decree, ruling or other action shall have become final and non-appealable;

          (d) by Martin Marietta if (i) the Board of Directors of Lockheed shall
have altered its determination to recommend that the stockholders of  
     Lockheed approve this Agreement or (ii) any third party or group shall have
    acquired, after the date of this Agreement, beneficial ownership of 15% or
more of the outstanding shares of Lockheed Common Stock;              

          (e) by Lockheed if (i) the Board of Directors of Martin Marietta shall
     have altered its determination to recommend that the stockholders of Martin
     Marietta approve this Agreement or (ii) any third party or group shall have
    acquired, after the date of this Agreement, beneficial ownership of 15% or
more of the outstanding shares of Martin Marietta Common Stock;       

          (f) by Lockheed or Martin Marietta if there shall have been a material
     breach by the other of any of its representations, warranties, covenants or
    agreements contained in this Agreement and such breach shall not have been
   cured within 30 days after notice thereof shall have been received by the
party alleged to be in breach; or                                     

      (g) by Martin Marietta or Lockheed if, other than as a result of a
 breach by it, it reasonably concludes that any of the conditions to its
  obligations hereunder set forth in Section 7.1(b) through (g) shall have
become impossible of fulfillment.                                     

In the event of termination of this Agreement pursuant to this Section 8.1, this
Agreement shall terminate (except for the last sentence of Section 6.2 and      
Sections 8.2, 8.3 and 9.2), and there shall be no other liability on the part of
Martin Marietta or Lockheed to the other except liability arising out of a      
wilful breach of this Agreement.                                                

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SECTION 8.2 Termination Fee.  In the event of a termination by Martin 
Marietta under Section 8.1(d)(i) following receipt by Lockheed of an Acquisition
Proposal, or under Section 8.1(d)(ii), or a termination by Lockheed under       
Section 8.1(e)(i) following receipt by Martin Marietta of an Acquisition        
Proposal, or under Section 8.1(e)(ii), the terminating party shall be paid by   
wire transfer in immediately available funds a fee of $50 million by the other  
party within two business days of such termination. For purposes of this Section
8.2 and Section 8.3 below, Parent shall be deemed not to be a party to this     
Agreement. For purposes of this Agreement, the term "Acquisition Proposal" shall
mean any bona fide proposal made by a third party to (i) acquire beneficial     
ownership (as defined under Rule 13(d) of the Exchange Act) of a majority equity
interest in either Martin Marietta or Lockheed pursuant to a merger,            
consolidation or other business combination, sale of shares of capital stock,   
tender offer or exchange offer or similar transaction, including, without       
limitation, any single or multi-step transaction or series of related           
transactions which is structured to permit such third party to acquire          
beneficial ownership of a majority or greater equity interest in Martin Marietta
or Lockheed, (ii) purchase all or substantially all of the business or assets of
Martin Marietta or Lockheed or (iii) otherwise effect a business combination    
involving Martin Marietta or Lockheed.                                          

SECTION 8.3 Expense Reimbursement.  In the event Martin Marietta or   
Lockheed fails to recommend the transaction contemplated hereby to its          
stockholders, or withdraws any such recommendation previously made and the      
Mergers are not consummated, such party shall (unless a fee shall have become   
payable under Section 8.2 or unless such failure to recommend or such withdrawal
shall have been a result of a breach hereof by the other party) at the time of  
termination of this Agreement pay to the other party an amount equal to such    
other party's actual costs and expenses incurred in connection herewith,        
provided that such reimbursement shall not exceed $15 million.                  

    SECTION 8.4 Amendment or Supplement.  At any time before or after approval
of this Agreement and the Merger Agreements by the respective stockholders of   
Martin Marietta and Lockheed and prior to the Merger Date, this Agreement may be
amended or supplemented in writing by Martin Marietta and Lockheed with respect 
to any of the terms contained in this Agreement, except that following approval 
by the stockholders of Martin Marietta and Lockheed there shall be no amendment 
or change to the provisions hereof with respect to the conversion ratio of      
shares of Martin Marietta Common Stock, Martin Marietta Preferred Stock or      
Lockheed Common Stock into shares of Parent Common Stock and Parent Preferred   
Stock as provided herein nor any amendment or change not permitted under        
applicable law, without further approval by the stockholders of Martin Marietta 
and Lockheed.                                                                   

SECTION 8.5 Extension of Time, Waiver, Etc.  At any time prior to the 
Merger Date, Martin Marietta and Lockheed may:                                  

        (a) extend the time for the performance of any of the obligations or
acts of the other party;                                              

       (b) waive any inaccuracies in the representations and warranties of
the other party contained herein or in any document delivered pursuant
hereto; or                                                            

        (c) waive compliance with any of the agreements or conditions of the
   other party contained herein; provided, however, that no failure or delay
by Martin Marietta or Lockheed in exercising any right hereunder shall
operate as a waiver thereof nor shall any single or partial exercise  
   thereof preclude any other or further exercise thereof or the exercise of
   any other right hereunder. Any agreement on the part of a party hereto to
any such extension or waiver shall be valid only if set forth in an   
instrument in writing signed on behalf of such party.                 

    SECTION 8.6 Closing.  The closing of the transactions contemplated by this
Agreement and the Merger Agreements shall take place at the offices of Dewey    
Ballantine, 1301 Avenue of the Americas, New York, New York at 10:00 A.M., local
time, on the Merger Date or at such other time and place as Martin Marietta and 
Lockheed shall agree.                                                           

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ARTICLE IX

MISCELLANEOUS 

  SECTION 9.1  No Survival of Representations and Warranties.  None of the
representations, warranties and agreements in this Agreement or in any          
instrument delivered pursuant to this Agreement shall survive the Mergers,      
except for the agreements set forth in Article III, the agreements of           
"affiliates" of Martin Marietta and Lockheed to be delivered pursuant to Section
6.4, and the provisions of Section 6.5, the last sentence of Section 6.6, and   
the provisions of Section 6.10.                                                 

     SECTION 9.2  Expenses.  Except as provided in Section 8.3 above, whether or
not the Mergers are consummated, all costs and expenses incurred in connection  
with this Agreement, the Merger Agreements and the transactions contemplated    
hereby and thereby shall be paid by the party incurring such expenses, except   
that the expenses incurred in connection with printing the Joint Proxy Statement
and any expenses incurred by Parent relating to the issuance, registration and  
listing of the Parent Common Stock and the Parent Preferred Stock and the       
qualification thereof under state blue sky or securities laws, shall be paid in 
equal shares by Martin Marietta and Lockheed.                                   

   SECTION 9.3  Counterparts.  This Agreement may be executed in two or more
counterparts, all of which shall be considered the same agreement.              

SECTION 9.4  Governing Law.  This Agreement shall be governed by and  
construed in accordance with the laws of the State of New York, without regard  
to the principles of conflicts of laws thereof.                                 

     SECTION 9.5  Notices.  All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered by hand or mailed by       
registered or certified mail (return receipt requested) to the parties at the   
following addresses (or at such other addresses for a party as shall be         
specified by like notice) and shall be deemed given on the date on which so     
hand-delivered or on the third business day following the date on which so      
mailed:                                                                         

To Martin Marietta:                                         
Martin Marietta Corporation                       
6801 Rockledge Drive                              
Bethesda, Maryland 20817                          
Attention: Frank H. Menaker, Jr., Esq.            
copy to:                                                    
Leonard P. Larrabee, Jr., Esq.                    
Dewey Ballantine                                  
1301 Avenue of the Americas                       
New York, New York 10019                          
To Lockheed:                                                
Lockheed Corporation                              
4500 Park Granada Blvd.                           
Calabasas, California 91399                       
Attention: William T. Vinson, Esq.                
copy to:                                                    
C. Douglas Kranwinkle, Esq.                       
O'Melveny & Myers                                 
153 E. 53rd Street                                
New York, New York 10022                          

SECTION 9.6 Miscellaneous.  This Agreement:                           

          (a) along with the Confidentiality Agreement and the Merger Agreements
     constitutes the entire agreement, and supersedes all other prior agreements
   and understandings, both written and oral, between the parties, or any of
them, with respect to the subject matter hereof and thereof; and      

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         (b) except for the provisions of Section 6.10 hereof, is not intended
   to and shall not confer upon any person other than the parties hereto any
rights or remedies hereunder; and                                     

     (c) shall not be assignable by operation of law or otherwise. The
   headings contained in this Agreement are for reference purposes and shall
not affect in any way the meaning or interpretation of this Agreement.

   SECTION 9.7  Subsidiaries; Significant Subsidiaries.  When a reference is
made in this Agreement to subsidiaries of Martin Marietta or Lockheed, the word 
"Subsidiaries" means any corporation of which more than 50% on the date hereof  
of the outstanding voting securities are directly or indirectly owned by Martin 
Marietta or Lockheed (as the case may be). When a reference is made in this     
Agreement to Significant Subsidiaries, the words "Significant Subsidiaries"     
shall refer to Subsidiaries (as defined above) which constitute "significant    
subsidiaries" under Rule 405 promulgated by the SEC under the Securities Act.   

    SECTION 9.8  Finders or Brokers.  Except for Bear, Stearns & Co. Inc. with
respect to Martin Marietta, and Morgan Stanley & Co. Incorporated with respect  
to Lockheed, neither Martin Marietta nor Lockheed has employed any investment   
banker, broker, finder or intermediary in connection with the transactions      
contemplated hereby who might be entitled to any fee or any commission in       
connection with or upon consummation of the Mergers.                            

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.                 

[Signatures omitted]

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                                                                       EXHIBIT A

CHARTER OF
LOCKHEED MARTIN CORPORATION 

ARTICLE I 

NAME

The name of the Corporation is Lockheed Martin Corporation.           

ARTICLE II

PERIOD OF DURATION

The period of duration of the Corporation is perpetual.               

ARTICLE III 

PURPOSE AND POWERS

    The purpose for which the Corporation is formed is to engage in any lawful
act, activity or business for which corporations may now or hereafter be        
organized under the Maryland General Corporation Law (the "GCL"). The           
Corporation shall have all the general powers granted by law to Maryland        
corporations and all other powers not inconsistent with law which are           
appropriate to promote and attain its purpose.                                  

ARTICLE IV

PRINCIPAL OFFICE AND RESIDENT AGENT 

The address of the principal office of the Corporation in the State of
Maryland is 6801 Rockledge Drive, Bethesda, Maryland 20817. The Resident Agent  
of the Corporation is Jennifer E. Bashaw, whose address is c/o Lockheed Martin  
Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817. The Resident Agent 
is a citizen of the State of Maryland and actually resides therein.             

ARTICLE V 

DIRECTORS 

  SECTION 1.  The business and affairs of the Corporation shall be managed
under the direction of the Board of Directors.                                  

     SECTION 2.  The number of directors of the Corporation shall be twenty-four
(24), which number may be increased or decreased from time to time pursuant to  
the Charter or the Bylaws of the Corporation, but which never shall be less than
twelve (12). The names of the current directors who shall act until their       
successors are duly chosen and qualified, are:                                  

Norman R. Augustine                                                             
Marcus C. Bennett                                                               
Lynne V. Cheney                                                                 
A. James Clark                                                                  
Edwin I. Colodny                                                                
Lodwrick M. Cook                                                                
James L. Everett, III                                                           
Houston I. Flournoy                                                             
James F. Gibbons                                                                
Edward L. Hennessy, Jr.                                                         
Edward E. Hood, Jr.                                                             
Caleb B. Hurtt                                                                  
Gwendolyn S. King                                                               
Lawrence O. Kitchen                                                             
Gordon S. Macklin                                                               
Vincent N. Marafino                                                             
Eugene F. Murphy                                                                
Allen E. Murray                                                                 
David S. Potter                                                                 
Frank Savage                                                                    
Daniel M. Tellep                                                                
Carlisle A.H. Trost                                                             
James R. Ukropina                                                               
Douglas C. Yearley                                                              

  SECTION 3.  Any director or the entire Board of Directors may be removed
from office as a director or directors at any time, but only for cause, by the  
affirmative vote at a duly called meeting of stockholders of at                 

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least 80% of the votes which all holders of the then outstanding shares of      
capital stock of the Corporation would be entitled to cast at an annual election
of directors, voting together as a single class.                                

SECTION 4.  Vacancies in the Board of Directors, except for vacancies 
resulting from an increase in the number of directors, shall be filled only by a
majority vote of the remaining directors then in office, even if less than a    
quorum, except that vacancies resulting from removal from office by a vote of   
the stockholders may be filled by the stockholders at the same meeting at which 
such removal occurs. Vacancies resulting from an increase in the number of      
directors shall be filled only by a majority vote of the entire Board of        
Directors. Except to the extent provided in the Charter, no decrease in the     
number of directors constituting the Board of Directors shall shorten the term  
of any incumbent director.                                                      

SECTION 5.  Except to the extent prohibited by law or limited by the  
Charter, the Board of Directors shall have the power (which, to the extent      
exercised, shall be exclusive) to fix the number of directors and to establish  
the rules and procedures that govern the internal affairs of the Board of       
Directors and nominations for director, including, without limitation, the vote 
required for any action by the Board of Directors, and that from time to time   
shall affect the directors' power to manage the business and affairs of the     
Corporation, and no Bylaw shall be adopted by stockholders which shall modify   
the foregoing.                                                                  

   SECTION 6.  Notwithstanding any other provisions of law or the Charter or
Bylaws of the Corporation, the affirmative vote of at least 80% of the votes    
which all holders of the then outstanding shares of capital stock of the        
Corporation would be entitled to cast at an annual election of directors, voting
together as a single class, shall be required to amend, or repeal, or to adopt  
any provision inconsistent with Sections 3 or 5 of this Article V.              

ARTICLE VI

AUTHORIZED SHARES OF STOCK

  The total number of shares of stock of all classes which the Corporation
has authority to issue is 820,000,000 shares, divided into 20,000,000 shares of 
Series A Preferred Stock, $1.00 par value per share, 50,000,000 shares of Series
Preferred Stock, $1.00 par value per share, and 750,000,000 shares of Common    
Stock, $1.00 par value per share. The aggregate par value of all sharers of all 
classes is $820,000,000.00.                                                     

A description of each class with the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of each class, is as follows:            

A.  Series A Preferred Stock                                                    

 SECTION 1.  Designation, Amount and Rank.  The class of Preferred Stock
shall be designated "Series A Preferred Stock" and the authorized number of     
shares constituting such class shall be 20,000,000. The Series A Preferred Stock
shall rank on a parity as to dividends and as to distribution of assets upon    
liquidation, dissolution or winding up with any other class of Preferred Stock  
which the Corporation may in the future issue and which by its terms is not     
stated to rank junior to the Series A Preferred Stock and the Series A Preferred
Stock shall rank senior, as to dividends and to distribution of assets upon     
liquidation, dissolution or winding up to all other classes or series of stock  
of the Corporation which are currently outstanding or which the Corporation may 
in the future issue.                                                            

   SECTION 2.  Dividends.  (a) The holders of outstanding shares of Series A
Preferred Stock will be entitled to receive, subject to the rights of holders of
any class of Preferred Stock which the Corporation may in the future issue which
ranks on a parity with the Series A Preferred Stock in respect of dividends, and
when, as and if declared by the Board of Directors out of funds legally         
available therefor, cumulative preferential cash dividends at the per share rate
of $.75 for each of the quarters ending on the last day of March, June,         
September and December of each year and no more, payable in arrears on each     
succeeding April 1, July 1, October 1 and January 1, respectively (each such    
date being hereinafter referred to as a "Preferred Dividend Payment Date")      
commencing on that Preferred Dividend Payment Date which next follows the       
issuance of such shares. Dividends shall (i) commence to accrue (whether or not 
declared and whether or not funds are                                           

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legally available for payment) and shall be cumulative on the Series A Preferred
Stock from and after the last dividend payment date with respect to the Series A
Preferred Stock of Martin Marietta Corporation provided that all dividends have 
been paid through such last dividend payment date and (ii) shall compound       
quarterly, to the extent they are unpaid, at the rate of 6% per annum computed  
on the basis of a 360-day year of twelve 30-day months. If any Preferred        
Dividend Payment Date shall not be a Business Day, then the Preferred Dividend  
Payment Date shall be on the next succeeding Business Day. Each such dividend   
will be payable to holders of record as they appear on the stock books of the   
Corporation on the record dates, not less than 10 nor more than 50 days         
preceding the payment dates thereof, as shall be fixed by the Board of          
Directors. As used herein, the term "Business Day" shall mean any day other than
a Saturday, Sunday, or a day on which banking institutions in the State of New  
York are authorized or obligated by law or executive order to close or a day    
which is or is declared a national or New York State holiday.                   

     (b) Holders of the shares of Series A Preferred Stock shall not be entitled
to any dividends on such shares, whether payable in cash, property or stock, in 
excess of full cumulative dividends, as herein provided.                        

(c) (i) So long as any share of Series A Preferred Stock shall remain 
outstanding, no dividend or distribution whatsoever shall be declared or paid   
upon or set apart for any class of stock or series thereof ranking junior to the
Series A Preferred Stock in payment of dividends nor shall any shares of any    
class of stock or series thereof ranking junior to or on a parity with the      
Series A Preferred Stock in payment of dividends be redeemed or purchased by the
Corporation or any subsidiary thereof nor shall any moneys be paid to or made   
available for a sinking fund for redemption or purchase of any shares of any    
class of stock or series thereof ranking junior to or on a parity with the      
Series A Preferred Stock in payment of dividends, unless, in each such instance,
full dividends on all outstanding shares of Series A Preferred Stock for all    
past dividend periods shall have been paid at the rate fixed therefor, the      
dividends on all outstanding shares of Series A Preferred Stock for the then    
current quarterly dividend period shall have been paid or declared and          
sufficient funds set aside for payment thereof and all redemption payments with 
respect to the Series A Preferred Stock which the Corporation shall have become 
obligated to make shall have been made. Notwithstanding the immediately         
preceding sentence, the Corporation shall be permitted to purchase or acquire   
any preferred or common stock purchase rights of the Corporation ("Rights")     
distributed pursuant to any rights agreements to which it may be a party (the   
"Rights Agreement").                                                            

    (ii) No dividend shall be paid upon or declared or set apart for any share
of Series A Preferred Stock for any dividend period unless at the same time (a) 
a like proportionate dividend for the same dividend period shall be paid upon or
declared or set apart for all shares of Series A Preferred Stock then           
outstanding and entitled to receive such dividend and (b) there shall have been 
paid upon or declared or set aside for all shares of any other class of stock or
series thereof, if any, then outstanding and ranking on a parity with the Series
A Preferred Stock in payment of dividends, for the same dividend period of the  
Series A Preferred Stock, dividends ratably in proportion to the respective     
dividend rates fixed for the Series A Preferred Stock and said parity stock. No 
dividend shall be paid upon or declared or set apart for any shares of any other
class of stock or series thereof, if any, then outstanding and ranking on a     
parity with Series A Preferred Stock in payment of dividends for any dividend   
period, unless there shall have been paid upon or declared or set apart for all 
shares then outstanding of Series A Preferred Stock, for the same dividend      
period, dividends ratably in proportion to the respective dividend rates fixed  
for the Series A Preferred Stock and said parity stock.                         

    SECTION 3.  Redemption.  (a) On or after the fifth anniversary of April 2,
1993 (the "Initial Issuance Date"), the Corporation, at its option, may redeem  
any or all shares of Series A Preferred Stock, at a redemption price of $50 per 
share, plus an amount equal to accrued and unpaid dividends thereon (whether or 
not declared and whether or not funds are legally available for payment) to and 
including the date of redemption (the "Redemption Price"), but only if the      
Average Closing Price (as defined in Section 4(e)(vii) below) of the Common     
Stock (calculated as of the record date fixed in accordance with Section 3(c)   
for notifying holders of such redemption) equals or exceeds the applicable      
percentage of the                                                               

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Conversion Price (as defined in Section 4(a)) set forth below opposite the      
anniversary of the Initial Issuance Date that occurs on or that immediately     
preceded such record date:                                                      

                                                        [Enlarge/Download Table]

                            ANNIVERSARY OF                                             
                               INITIAL                                  PERCENTAGE OF  
                            ISSUANCE DATE                              CONVERSION PRICE
                           ---------------                             ----------------
                                                                                       
5.....................................................................      130%       
6.....................................................................      122.5%     
7.....................................................................      115.0%     
8.....................................................................      107.5%     
9 and thereafter......................................................      100%       

     Immediately prior to authorizing or making any such redemption with respect
to the Series A Preferred Stock, the Corporation, by resolution of its Board of 
Directors, shall, to the extent of any funds legally available therefor, declare
a dividend on the Series A Preferred Stock payable on the redemption date in an 
amount equal to any accrued and unpaid dividends on the Series A Preferred Stock
as of such date and, if the Corporation does not have sufficient funds legally  
available therefor to declare and pay all dividends accrued at the time of such 
redemption, then (i) the dividend shall be paid pro rata as among the Series A  
Preferred Stock and any other Preferred Stock ranking on a parity as to         
dividends with the Series A Preferred Stock in accordance with Section 2(c)(ii),
and (ii) an amount equal to any remaining accrued and unpaid dividends shall be 
added to the redemption price of the Series A Preferred Stock.                  

     (b) If less than all the outstanding shares of Series A Preferred Stock are
to be redeemed, the shares to be redeemed shall be selected pro rata (subject to
rounding to avoid fractional shares) as nearly as practicable or by lot, or by  
such other method as the Board of Directors may determine to be equitable.      

  (c) Notice of any redemption shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the date fixed  
for redemption to the holders of record of the shares of Series A Preferred     
Stock to be redeemed at their respective addresses appearing on the stock books 
of the Corporation. The Board of Directors of the Corporation shall fix a record
date for determining holders of record who are entitled to receive notice of any
redemption, not more than 10 days prior to the mailing of such notice. Notice so
mailed shall be conclusively presumed to have been duly given whether or not    
actually received. Such notice shall state: (i) the date fixed for redemption;  
(ii) the Redemption Price; (iii) whether the Redemption Price will be paid in   
cash or, pursuant to Section 3(d) below, in Common Stock; (iv) that the holder  
has the right to convert such shares into Common Stock until the close of       
business on the second Business Day immediately preceding the related redemption
date, together with a statement of the then effective Conversion Price and the  
place where certificates for such shares may be surrendered for conversion; (v) 
the number of shares of Series A Preferred Stock to be redeemed and if less than
all the shares held by such holder are to be redeemed, the number of such shares
to be so redeemed from such holder; (vi) the place where certificates for such  
shares are to be surrendered for payment of the Redemption Price; (vii) that    
after the close of business on such date fixed for redemption the shares to be  
redeemed shall not accrue dividends; and (viii) if the Redemption Price will be 
paid in Common Stock, that the holder has the right to cause a Backstop         
Registration of such Common Stock as described below. Upon surrender in         
accordance with the aforesaid notice of the certificate for any shares of Series
A Preferred Stock so redeemed (duly endorsed or accompanied by appropriate      
instruments of transfer, if so required by the Corporation in such notice), the 
holders of record of such shares shall be entitled to receive the Redemption    
Price, without interest. In case fewer than all the shares represented by any   
such certificate are redeemed, a new certificate shall be issued representing   
the unredeemed shares without cost to the holder thereof.                       

    (d) At the option of the Corporation, if notice of redemption is mailed as
aforesaid, and if prior to the date fixed for redemption funds or shares of     
Common Stock sufficient to pay in full the Redemption Price are deposited in    
trust, for the account of the holders of the shares to be redeemed, with a bank 
or trust company named in such notice doing business in the Borough of          
Manhattan, The City of New York, State of New York and having capital surplus   
and undivided profits of at least $500 million (which bank or trust company also
may be the transfer agent and/or paying agent for the Series A Preferred Stock),
notwithstanding the fact that                                                   

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any certificate(s) for shares called for redemption shall not have been         
surrendered for cancellation, on and after such date of deposit the shares      
represented thereby so called for redemption shall be deemed to be no longer    
outstanding, and all rights of the holders of such shares as stockholders of the
Corporation shall cease, except the right of the holders thereof to convert such
shares in accordance with the provisions of Section 4 at any time prior to the  
close of business on the second Business Day immediately preceding the related  
redemption date and the right of the holders thereof to receive out of the funds
or shares of Common Stock so deposited in trust the Redemption Price, without   
interest, upon surrender of the certificate(s) representing such shares. Any    
funds or shares of Common Stock so deposited with such bank or trust company in 
respect of shares of Series A Preferred Stock converted before the close of     
business on the second Business Day immediately preceding the related redemption
date shall be returned to the Corporation upon such conversion. Any funds or    
shares of Common Stock so deposited with such bank or trust company which shall 
remain unclaimed by the holders of shares called for redemption at the end of   
two years after the related redemption date shall be repaid to the Corporation, 
on demand, and thereafter the holder of any such shares shall look only to the  
Corporation for the payment, without interest thereon, of the Redemption Price. 

 (e) (i) In lieu of paying the Redemption Price in cash, the Corporation
may, at its sole option, pay such Redemption Price in shares of Common Stock.   

(ii) The number of shares of Common Stock issuable in lieu of a cash  
payment of the Redemption Price shall be the number of fully paid and           
nonassessable shares (calculated to the nearest 1/100th of a share) of Common   
Stock (which shares of Common Stock shall consist of authorized but unissued    
shares) as shall have an aggregate Specified Value (as defined below) as of the 
redemption date equal to the aggregate liquidation preference of the shares of  
Series A Preferred Stock being redeemed. The shares to be redeemed shall be     
selected pro rata from each holder; provided that, if the number of shares of   
Series A Preferred Stock held by a holder which are subject to redemption as    
aforesaid is not a whole number, the number of shares of Series A Preferred     
Stock held by such holder to be redeemed as aforesaid shall be rounded upward to
the nearest whole number. The shares of Common Stock issuable on any redemption 
to be paid in Common Stock will be delivered to the Corporation for the account 
of such holders. By their acceptance of shares of Series A Preferred Stock, each
holder thereof shall be deemed (i) to have accepted the appointment of the      
Corporation to act as such referred to below and (ii) to have appointed the     
Corporation as its attorney-in-fact for purposes of making any endorsements on  
certificates for shares of Common Stock received by such holder upon redemption 
of shares of Series A Preferred Stock to the extent any such endorsement is     
necessary or appropriate for purposes of effecting the sale of such shares of   
Common Stock in a Backstop Registration, as described below. No fractional      
shares of Common Stock will be issued upon redemption. A holder of shares of    
Series A Preferred Stock who would otherwise be entitled to receive such a      
fractional share shall, in lieu thereof, receive cash in an amount equal to the 
same fraction of the Specified Value.                                           

(iii) For purposes hereof, "Specified Value" means the Average Closing
Price (as defined in Section 4(e)(vii)) per share of Common Stock as of the     
applicable redemption date.                                                     

    (iv) Before any holder of shares of Series A Preferred Stock shall receive
certificates for shares of Common Stock in respect of the redemption of shares  
of Series A Preferred Stock (or cash representing fractional share settlements  
in respect thereof) such holder shall surrender the certificate or certificates 
of shares of Series A Preferred Stock duly endorsed if required by the          
Corporation, at the office of the Corporation and, if certificates for shares of
Common Stock are to be received by such holder, shall state in writing the name 
or names and the denominations in which such holder wishes the certificate or   
certificates for the Common Stock to be issued. The Corporation will, as soon as
practicable after receipt thereof, issue and deliver to such holder, or such    
holder's designee or designees, a certificate or certificates for the number of 
shares of Common Stock to which such holder shall be entitled as aforesaid,     
together with a certificate or certificates representing any shares of Series A 
Preferred Stock which are not to be redeemed, but which shall have constituted  
part of the shares of Series A Preferred Stock represented by the certificate or
certificates so surrendered.                                                    

  (v) Each redemption of shares of Series A Preferred Stock paid in Common
Stock shall be deemed to have been made as of the close of business on the      
applicable redemption date, so that the rights of the holder                    

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of such shares of Series A Preferred Stock shall, to the extent of such         
redemption, cease at such time and the person or persons entitled to receive    
shares of the Common Stock upon redemption of such shares (including the person 
or persons to whom any shares of Common Stock shall have been sold pursuant to a
Backstop Registration (as defined in Section 3(f)) shall be treated for all     
purposes as having become the record holder or holders of the Common Stock at   
such time, provided, however, that in the event a dividend, distribution,       
subdivision, combination, reclassification, merger or similar event is declared 
or occurs with respect to the shares of Common Stock, and the record date for   
any such action is on or after the close of business on the record date for such
redemption, but prior to the close of business on the date of such redemption,  
then the person or persons entitled to receive shares of the Common Stock upon  
redemption of shares of Series A Preferred Stock (including the person or       
persons to whom any shares of Common Stock shall have been sold pursuant to a   
Backstop Registration) shall be treated for purposes of such action as having   
become the record holder or holders of the Common Stock at the close of business
on the Trading Day (as defined in Section 4(e)(vii)) next preceding the record  
date of such redemption. From and after the redemption, dividends on the shares 
of Series A Preferred Stock redeemed with shares of Common Stock as a result of 
such redemption shall cease to accrue, and said shares of Series A Preferred    
Stock shall no longer be deemed to be outstanding.                              

(vi) The Corporation will pay any and all taxes that may be payable in
respect of the issuance or delivery of shares of Common Stock upon redemption of
shares of Series A Preferred Stock pursuant hereto. The Corporation shall not,  
however, be required to pay any tax which may be payable in respect of any      
transfer involved in the delivery of shares of Common Stock pursuant to a       
Backstop Registration registered in a name other than the name (x) in which such
shares of Series A Preferred Stock were formerly registered or (y) of any       
underwriter participating in such Backstop Registration, and no such issue or   
delivery shall be made unless and until the person requesting such issue or     
delivery has paid to the Corporation the amount of any such tax, or has         
established, to the satisfaction of the Corporation, that such tax has been     
paid.                                                                           

  (f) (i) Within 15 days of its receipt of notice pursuant to Section 3(c)
above of a redemption payable in shares of Common Stock, each holder of Series A
Preferred Stock shall have the right to elect not to retain such Common Stock   
and to request a backstop registration (a "Backstop Registration") of the shares
of Common Stock received in the redemption by delivering to the Corporation a   
written request specifying the amount of Common Stock that the holder proposes  
not to retain and to sell pursuant to the Backstop Registration. A holder's     
failure to timely deliver such notice shall be deemed to be an election by the  
holder thereof to retain such Common Stock.                                     

    (ii) The Corporation shall use its best efforts to cause such shares to be
registered under the Securities Act of 1933, as amended (the "Securities Act")  
as soon as reasonably practicable so as to permit the sale thereof promptly. In 
connection therewith, the Corporation shall prepare, and within 120 days of the 
receipt of the request file, on Form S-3 if permitted or otherwise on the       
appropriate form, a registration statement under the Securities Act to effect   
such registration. Each holder requesting a Backstop Registration shall thereby 
be deemed to agree to provide all such information and materials and to take all
such action as may be reasonably required in order to permit the Corporation to 
comply with all applicable requirements of the Securities Act and the Securities
and Exchange Commission (the "Commission") and to obtain any desired            
acceleration of the effective date of such registration statement. If the       
offering to be registered is to be underwritten, the managing underwriter shall 
be selected by the Corporation, and the Corporation and each requesting holder  
shall enter into an underwriting agreement containing customary terms and       
conditions. For purposes hereof the Common Stock required to be registered is   
referred to herein as the "Subject Stock." The Corporation shall not be required
to include Subject Stock of any requesting holder therein if the requesting     
holder does not agree to offer its stock by or through the underwriters selected
by the Corporation for the registration of the shares of Subject Stock and      
execute an underwriting agreement in customary form. If a requesting holder has 
been permitted to participate in a proposed offering pursuant to this Section   
3(f), the Corporation thereafter may determine in its sole discretion either not
to file a registration statement, or otherwise not to consummate such offering, 
in whole or in part, without any liability hereunder, except as provided herein.

 (iii) In connection with any Backstop Registration of shares of Subject
Stock registered pursuant hereto, the Corporation shall (A) furnish to the      
requesting holders such number of copies of any prospectus                      

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(including preliminary and summary prospectuses) and conformed copies of the    
registration statement (including amendments or supplements thereto and, in each
case, all exhibits) and such other documents as they may reasonably request, but
only while the Corporation shall cause the registration statement to remain     
current; (B)(1) use its best efforts to register or qualify the Subject Stock   
covered by such registration statement under such blue sky or other state       
securities laws for offer and sale and (2) keep such registration or            
qualification in effect for so long as the registration statement remains in    
effect; (C) use its best efforts to cause all shares of Subject Stock covered by
such registration statement to be registered with or approved by such other     
federal or state government agencies or authorities as may be necessary in the  
opinion of counsel to the Corporation to enable the requesting holders to       
consummate the disposition of such shares of Subject Stock; (D) notify the      
requesting holders any time when a prospectus relating thereto is required to be
delivered under the Securities Act upon discovery that, or upon the happening of
any event as a result of which, the prospectus included in such registration    
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to  
make the statements therein not misleading, in the light of the circumstances   
under which they were made, and at the request of the requesting holders        
promptly prepare and furnish to them a reasonable number of copies of a         
supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such securities, such prospectus shall
not include an untrue statement of a material fact or omit to state a material  
fact required to be stated therein or necessary to make the statement therein   
not misleading, in the light of the circumstances under which they were made;   
(E) otherwise use its best efforts to comply with all applicable rules and      
regulations of the Commission; (F) use its best efforts to list the Subject     
Stock covered by such registration statement on the New York Stock Exchange or  
on any other securities exchange on which Subject Stock is then listed; and (G) 
before filing any registration statement or any amendment or supplement thereto,
and as far in advance as is reasonably practicable, furnish to the requesting   
holders copies of such documents. In connection with any offering of Subject    
Stock registered pursuant to this Section 3(f), the Corporation shall (x)       
furnish to the underwriter unlegended certificates representing ownership of the
Common Stock being sold in such denominations as requested and (y) instruct any 
transfer agent and registrar of the Subject Stock to release any stop transfer  
orders with respect to such Subject Stock. Upon any registration becoming       
effective pursuant to this Section 3(f), the Corporation shall use its best     
efforts to keep such registration statement current for a period of 60 days (or 
90 days, if the Corporation is eligible to use a Form S3, or successor form) or 
such shorter period as shall be necessary to effect the distribution of the     
Subject Stock.                                                                  

   (iv) By requesting Backstop Registration, each requesting holder shall be
deemed to agree that upon receipt of any notice from the Corporation of the     
happening of any event of the kind described in subdivision (iii)(D) of this    
Section 3(f), it will forthwith discontinue its disposition of Subject Stock    
pursuant to the registration statement relating to such Subject Stock until its 
receipt of the copies of the supplemented or amended prospectus contemplated by 
subdivision (iii)(D) of this Section 3(f) and, if so directed by the            
Corporation, will deliver to the Corporation all copies then in its possession  
of the prospectus relating to such Subject Stock current at the time of receipt 
of such notice.                                                                 

(v) The Corporation shall pay all agent fees and commissions and      
underwriting discounts and commissions related to shares of Subject Stock being 
sold by the requesting holders, the fees and disbursements of one counsel for   
the requesting holders which shall be selected by a majority in interest of the 
requesting holders and all other fees and expenses in connection with any       
registration statement hereunder, including, without limitation, all            
registration and filing fees, all printing costs, all fees and expenses of      
complying with securities or blue sky laws and fees and disbursements of the    
Corporation's counsel and accountants.                                          

(vi) In the case of any offering registered pursuant hereto, the      
Corporation agrees to indemnify and hold the requesting holders, each           
underwriter of the Subject Stock under such registration and each person who    
controls any of the foregoing within the meaning of Section 15 of the Securities
Act, and any officer, employee or partner of the foregoing, harmless against any
and all losses, claims, damages, or liabilities (including reasonable legal fees
and other reasonable expenses incurred in the investigation and defense thereof)
to which they or any of them may become subject under the Securities Act or     
otherwise (collectively "Losses"), insofar                                      

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as any such Losses shall arise out of or shall be based upon (i) any untrue     
statement or alleged untrue statement of a material fact contained in the       
registration statement relating to the sale of such Subject Stock (as amended if
the Corporation shall have filed with the Commission any amendment thereof), or 
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading or    
(ii) any untrue statement or alleged untrue statement of a material fact        
contained in the prospectus relating to the sale of such Subject Stock (as      
amended or supplemented if the Corporation shall have filed with the Commission 
any amendment thereof or supplement thereto), or the omission or alleged        
omission to state therein a material fact necessary in order to make the        
statements therein, in light of the circumstances under which they were made,   
not misleading; provided, however, that the indemnification contained in this   
Section 3(f)(vi) shall not apply to such Losses which shall arise out of or     
shall be based upon any such untrue statement or alleged untrue statement, or   
any such omission or alleged omission, which shall have been made in reliance   
upon and in conformity with information furnished in writing to the Corporation 
by a requesting holder or any such underwriter, as the case may be, specifically
for use in connection with the preparation of the registration statement or     
prospectus contained in the registration statement or any such amendment thereof
or supplement thereto.                                                          

  In the case of each Backstop Registration pursuant to this Section 3(f),
each requesting holder and each underwriter participating therein shall agree,  
substantially in the same manner and to the same extent as set forth in the     
preceding paragraph, severally to indemnify and hold harmless the Corporation   
and each person, if any, who controls the Corporation within the meaning of     
Section 15 of the Securities Act, and the directors and officers of the         
Corporation, with respect to any statement in or omission from such registration
statement or prospectus contained in such registration statement (as amended or 
as supplemented, if amended or supplemented as aforesaid) if such statement or  
omission shall have been made in reliance upon and in conformity with           
information furnished in writing to the Corporation by a requesting holder or   
such underwriter, as the case may be, specifically for use in connection with   
the preparation of such registration statement or prospectus contained in such  
registration statement or any such amendment thereof or supplement thereto.     

    If the indemnification provided for in this Section 3(f) is unavailable to
an indemnified party or is insufficient to hold such indemnified party harmless 
from any Losses in respect of which this Section 3(f) would otherwise apply by  
its terms (other than by reason of exceptions provided herein), then each       
applicable indemnifying party, in lieu of indemnifying such indemnified party,  
shall have a joint and several obligation to contribute to the amount paid or   
payable by such indemnified party as a result of such Losses, in such proportion
as is appropriate to reflect the relative benefits received by and fault of the 
indemnifying party, on the one hand, and such indemnified party, on the other   
hand, in connection with the offering to which such contribution relates as well
as any other relevant equitable considerations. The relative benefit shall be   
determined by reference to, among other things, the amount of proceeds received 
by each party from the offering to which such contribution relates. The relative
fault shall be determined by reference to, among other things, each party's     
relative knowledge and access to information concerning the matter with respect 
to which the claim was asserted, and the opportunity to correct and prevent any 
statement or omission. The amount paid or payable by a party as a result of any 
Losses shall be deemed to include any legal or other fees or expenses incurred  
by such party in connection with any investigation or proceeding, to the extent 
such party would have been indemnified for such expenses if the indemnification 
provided for in this Section 3(f) was available to such party.                  

(g) When the offering contemplated by Section 3(f) above has been     
completed, the net proceeds thereof shall be distributed to the requesting      
holders pro rata in respect of their interests in the Subject Stock. Any such   
offering not consummated within six months of delivery of the notice to the     
Corporation pursuant to Section 3(f)(i) shall be deemed to have been abandoned. 
To the extent the net proceeds per share to each requesting holder from such    
offering (treating the net proceeds as zero if such offering has been abandoned)
are less than the sum of the Redemption Price and the Interest Amount (as       
defined below) in respect of such requesting holder's shares of Series A        
Preferred Stock redeemed pursuant to this Section, the Corporation shall pay to 
each requesting holder an amount in cash equal to the applicable difference.    
"Interest Amount" means, with respect to the Redemption Price payable to any    
holder for such holder's shares of Series A                                     

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Preferred Stock redeemed pursuant to this Section, interest on such Redemption  
Price for each day, from the applicable redemption date to and including the    
date of payment pursuant to this Section 3(g) at a rate per annum equal to the  
rate per annum, as published by the Board of Governors of the Federal Reserve   
System as reported by the U.S. Department of Treasury, for such day on U.S.     
Treasury Bonds maturing on the date that is the tenth anniversary of such       
redemption date (or if no U.S. Treasury Bonds mature on such date, then on the  
date nearest to such date for which such a maturity exists).                    

     SECTION 4.  Conversion Rights.  The holders of shares of Series A Preferred
Stock shall have the right, at their option, to convert such shares into shares 
of Common Stock on the following terms and conditions:                          

       (a) Each share of Series A Preferred Stock shall be convertible, at
     the option of the holder thereof, at any time after the date of issuance of
 such share and prior to the close of business of the Corporation on the
   second Business Day immediately preceding any date set for the redemption
    thereof (provided that consideration sufficient to redeem all shares to be
 redeemed on such date has been paid or made available for payment on or
     prior to such date), at the office of the Corporation or any transfer agent
for the Series A Preferred Stock, into such number of fully paid and  
  nonassessable shares of Common Stock as is determined by dividing $50 by
    the Conversion Price, determined as hereinafter provided, in effect at the
time of conversion. The price at which shares of Common Stock shall be
 deliverable upon conversion (the "Conversion Price") shall initially be
   $34.5525 per share of Common Stock. The Conversion Price shall be subject
to adjustment from time to time as hereinafter provided. No payment or
     adjustment shall be made on account of any dividend on the shares of Common
   Stock issued upon conversion of shares of Series A Preferred Stock if the
    record date for such dividend occurs prior to the date of such conversion.
   If any shares of Series A Preferred Stock shall be called for redemption,
   the right to convert the shares designated for redemption shall terminate
after the close of business on the second Business Day immediately    
preceding the date fixed for redemption unless default is made in the 
    payment of the Redemption Price. In the event of default in the payment of
the Redemption Price, the right to convert the shares designated for  
 redemption shall terminate at the close of business on the Business Day
immediately preceding the date that such default is cured.            

          (b) In order to convert shares of Series A Preferred Stock into Common
   Stock, the holder thereof shall surrender the certificates therefor, duly
     endorsed if the Corporation shall so require, or accompanied by appropriate
   instruments of transfer satisfactory to the Corporation, at the office of
the transfer agent for the Series A Preferred Stock, or at such other 
office as may be designated by the Corporation, together with written 
     notice that such holder irrevocably elects to convert such shares of Series
 A Preferred Stock. Such notice shall also state the name and address in
 which such holder wishes the certificate for the shares of Common Stock
     issuable upon conversion to be issued. As soon as practicable after receipt
    of the certificates representing the shares of Series A Preferred Stock to
be converted and the notice of election to convert the same, the      
  Corporation shall issue and deliver at said office a certificate for the
number of whole shares of Common Stock issuable upon conversion of the
 shares of Series A Preferred Stock surrendered for conversion, together
with a cash payment in lieu of any fraction of a share, as hereinafter
provided, to the person entitled to receive the same. If more than one
 stock certificate for Series A Preferred Stock shall be surrendered for
 conversion at one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed on the
     basis of the aggregate number of shares represented by all the certificates
    so surrendered. Shares of Series A Preferred Stock shall be deemed to have
    been converted immediately prior to the close of business on the date such
     shares are surrendered for conversion and notice of election to convert the
same is received by the Corporation in accordance with the foregoing  
 provision, and the person entitled to receive the Common Stock issuable
    upon such conversion shall be deemed for all purposes as the record holder
of such Common Stock as of such date.                                 

       (c) Dividends shall cease to accrue on shares of Series A Preferred
    Stock surrendered for conversion into Common Stock from and after the date
 of conversion; provided, however, that any accrued but unpaid dividends
     (whether or not declared and whether or not funds are legally available for
 payment) upon such shares to and including the conversion date shall be
 paid in cash upon such conversion or as soon thereafter as permitted by
law.                                                                  

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 (d) No fractional shares of Common Stock shall be issued upon
conversion of any shares of Series A Preferred Stock. If more than one
  share of Series A Preferred Stock is surrendered at one time by the same
     holder, the number of full shares issuable upon conversion thereof shall be
    computed on the basis of the aggregate number of shares so surrendered. If
the conversion of any shares of Series A Preferred Stock results in a 
  fractional share of Common Stock, the Corporation shall pay cash in lieu
thereof in an amount equal to such fraction multiplied by the Average 
   Closing Price, determined as provided in subsection (vii) of Section 4(e)
 below, on the date on which the shares of Series A Preferred Stock were
    duly surrendered for conversion, or if such date is not a Trading Date, on
the next succeeding Trading Date.                                     

   (e) The Conversion Price shall be adjusted from time to time as
follows:                                                              

           (i) In case the Corporation shall pay or make a dividend or other
    distribution on shares of Common Stock or any other class of capital
        stock of the Corporation in Common Stock, the Conversion Price in effect
       at the opening of business on the date following the date fixed for the
        determination of stockholders entitled to receive such dividend or other
       distribution shall be reduced by multiplying such Conversion Price by a
       fraction of which the numerator shall be the number of shares of Common
     Stock outstanding at the close of business on the date fixed for such
    determination and the denominator shall be the sum of such number of
   shares and the total number of shares constituting such dividend or
        other distribution, such reduction to become effective immediately after
     the opening of business on the date following the date fixed for such
       determination. For purposes of this subsection, the number of shares of
     Common Stock at any time outstanding shall not include shares held in
 the treasury of the Corporation. The Corporation will not pay any
       dividend or make any distribution on shares of Common Stock held in the
treasury of the Corporation.                                    

            (ii) In case the Corporation shall issue shares of Common Stock or
       rights or warrants or other securities convertible into or exchangeable
   or exercisable for shares of Common Stock to any person (other than
       pursuant to (A) a dividend reinvestment plan, (B) the exercise of stock
options granted with the approval of the Corporation's Board of 
       Directors where the exercise price is not less than the Average Closing
     Price on the date the option was granted, (C) a restricted stock plan
  where the issuance is consistent with the past practices of Martin
    Marietta Corporation, Martin Marietta Technologies, Inc. or Lockheed
        Corporation, as determined by the Board of Directors, (D) a stock option
or other stock incentive plan where the issuance is required in 
        accordance with any obligation of Martin Marietta Corporation to provide
 benefits similar to those provided under certain plans of General
      Electric Company in effect prior to April 2, 1993 as determined by the
Board of Directors, or (E) any option or other security of the  
      Corporation issued in exchange for, or upon exercise or conversion of,
  any option or other security outstanding as of the Merger Date (as
    defined in the Agreement and Plan of Reorganization dated August 29,
    1994 among the Corporation, Martin Marietta Corporation and Lockheed
      Corporation) and theretofore issued by (X) Martin Marietta Corporation
     (provided that the exercise of any option or other security issued by
      Martin Marietta Corporation after April 2, 1993 with an exercise price
 less than the "Average Closing Price" (as defined in Section 4 of
        Article V of Martin Marietta Corporation's Charter) on the date of grant
       shall result in an adjustment under this clause (ii) to the same extent
 it would have resulted in an adjustment under Section 4 of Martin
       Marietta Corporation's Charter) or (Y) Lockheed Corporation), entitling
    such person to subscribe for or purchase shares of Common Stock at a
       price per share (or having a conversion, exercise or exchange price per
 share) in any case, less than the Average Closing Price per share
      (determined as provided in subsection (vii) below) of the Common Stock
        on the date of issuance (or in the case of any issuance of Common Stock,
  rights, warrants or such other securities to all holders of Common
      Stock, on the date fixed for the determination of the holders entitled
        to receive such Common Stock, rights, warrants or other securities), the
Conversion Price in effect at the opening of business on the day
following the date of such issuance or the date fixed for such  
       determination, as the case may be, shall be reduced by multiplying such
  Conversion Price by a fraction of which the numerator shall be the
number of shares of Common Stock                                

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        outstanding at the close of business on the date of such issuance or the
      date fixed for such determination, as the case may be, plus the number
      of shares of Common Stock which the aggregate consideration receivable
    by the Corporation for the total number of shares of Common Stock so
       offered for subscription or purchase (or into or for which such rights,
warrants or other securities are convertible, exchangeable or   
 exercisable) would purchase at such Average Closing Price and the
        denominator shall be the number of shares of Common Stock outstanding at
        the close of business on the date of such issuance or the date fixed for
    such determination, as the case may be, plus the number of shares of
    Common Stock so offered for subscription or purchase (or into or for
which such rights, warrants or other securities are convertible,
exchangeable or exercisable), such reduction to become effective
        immediately after the opening of business on the date following the date
      of such issuance or the date fixed for such determination, as the case
      may be. For the purposes of this subsection (ii), the number of shares
        of Common Stock at any time outstanding shall not include shares held in
   the treasury of the Corporation. The Corporation will not issue any
        rights, warrants or other securities convertible into or exchangeable or
  exercisable for shares of Common Stock held in the treasury of the
   Corporation. If the Corporation adopts a shareholder rights plan (a
   "Rights Plan"), and after any Distribution Date (as defined in such
        Rights Plan) thereunder, holders converting shares of Series A Preferred
       Stock are not entitled to receive the Rights (as defined in such Rights
Plan) which would otherwise be attributable (but for the date of
        conversion) to the shares of Common Stock received upon such conversion,
then adjustment of the Conversion Price shall be made under this
     subsection (ii) as if the Rights were then being issued to holders of
        the Common Stock. If such an adjustment is made and the Rights are later
   redeemed, invalidated or terminated, then a corresponding reversing
        adjustment shall be made to the Conversion Price, on an equitable basis,
    to take account of such event. However, the Corporation may elect to
       provide that each share of Common Stock issuable upon conversion of the
      Series A Preferred Stock, whether or not issued after the Distribution
   Date for such Rights, will be accompanied by the Rights which would
  otherwise be attributable (but for the date of conversion) to such
       shares of Common Stock, in which event the preceding two sentences will
not apply.                                                      

   (iii) In case outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the 
Conversion Price in effect at the opening of business on the day
        following the day upon which such subdivision becomes effective shall be
       proportionately reduced, and, conversely, in case outstanding shares of
        Common Stock shall be combined into a smaller number of shares of Common
       Stock, the Conversion Price in effect at the opening of business on the
   day following the day upon which such combination becomes effective
      shall be proportionately increased, such reduction or increase, as the
 case may be, to become effective immediately after the opening of
    business on the day following the day upon which such subdivision or
combination becomes effective.                                  

       (iv) In case the Corporation shall, by dividend or otherwise,
   distribute to all holders of its Common Stock or any other class of
        capital stock of the Corporation evidences of its indebtedness or assets
      (including securities, but excluding (x) any rights, warrants or other
securities referred to in subsection (ii) above, (y) any regular
quarterly dividend of the Corporation paid in cash out of the   
consolidated earnings or consolidated retained earnings of the  
      Corporation in an amount not exceeding 125% of the average of the four
       regular quarterly dividends paid by the Corporation for the immediately
     preceding four quarters (including for this purpose dividends paid by
  Martin Marietta Corporation prior to the Merger Date), and (z) any
  dividend or distribution referred to in subsection (i) above), the
        Conversion Price shall be reduced so that the same shall equal the price
    determined by multiplying the Conversion Price in effect immediately
      prior to the close of business on the date fixed for the determination
      of stockholders entitled to receive such distribution by a fraction of
     which the numerator shall be the Average Closing Price (determined as
   provided in subsection (vii) below) of the Common Stock on the date
fixed for such determination less the then fair market value (as
    reasonably determined by the Board of Directors, whose determination
        shall be conclusive and shall be described in a statement filed with the
      transfer agent for the Series A Preferred Stock) of the portion of the
    evidences of indebtedness or assets so distributed applicable to one
share of                                                        

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        Common Stock and the denominator shall be such Average Closing Price per
share of the Common Stock, such adjustment to become effective  
     immediately prior to the opening of business on the day following the
    date fixed for the determination of stockholders entitled to receive
such distribution.                                              

            (v) The reclassification of Common Stock into securities including
        securities other than Common Stock (other than any reclassification upon
       a consolidation or merger to which Section 4(g) below applies) shall be
  deemed to involve (A) a distribution of such securities other than
      Common Stock to all holders of Common Stock (and the effective date of
   such reclassification shall be deemed to be "the date fixed for the
        determination of stockholders entitled to receive such distribution" and
        the "date fixed for such determination" within the meaning of subsection
      (iv) above), and (B) a subdivision or combination, as the case may be,
        of the number of shares of Common Stock outstanding immediately prior to
such reclassification into the number of shares of Common Stock 
  outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be "the day upon which such 
      subdivision becomes effective" or "the day upon which such combination
   becomes effective" as the case may be, and "the day upon which such
   subdivision or combination becomes effective" within the meaning of
subsection (iii) above).                                        

            (vi) In case at any time the Corporation or any subsidiary thereof
  shall repurchase, by self tender offer or otherwise, any shares of
       Common Stock of the Corporation at a weighted average purchase price in
   excess of the Average Closing Price (as defined in subsection (vii)
        below) on the Business Day immediately prior to the earliest of the date
     of such repurchase, the commencement of an offer to repurchase or the
 public announcement of either (such date being referred to as the
"Determination Date"), the Conversion Price in effect as of such
        Determination Date shall be reduced by multiplying such Conversion Price
     by a fraction, the numerator of which shall be (I) the product of (x)
      the number of shares of Common Stock outstanding on such Determination
  Date and (y) the Average Closing Price of the Common Stock on such
  Determination Date minus (II) the aggregate purchase price of such
       repurchase and the denominator of which shall be the product of (x) the
       number of shares of Common Stock outstanding on such Determination Date
        minus the number of shares of Common Stock repurchased by the Company or
     any subsidiary thereof in such repurchase and (y) the Average Closing
        Price of the Common Stock on such Determination Date. An adjustment made
   pursuant to this subsection (vi) shall become effective immediately
after the effective date of such repurchase.                    

             (vii) For the purposes of any computation under these provisions of
        the Corporation's Charter, the Average Closing Price per share of Common
        Stock on any day shall be deemed to be the average of the closing prices
      for the Common Stock for the 20 consecutive Trading Days commencing 30
     Trading Days before the day in question, with each day's closing sale
        price being the reported last sale price regular way or, in case no such
  reported sale takes place on such day, the average of the reported
  closing bid and asked prices, in either case on the New York Stock
   Exchange or, if the Common Stock is no longer listed or admitted to
       trading on such Exchange, on the principal national securities exchange
     on which the Common Stock is listed or admitted to trading or, if not
     listed or admitted to trading on any national securities exchange, on
   the National Association of Securities Dealers Automated Quotations
        National Market System or, if the Common Stock is not listed or admitted
to trading on any national securities exchange or quoted on such
       National Market System, the average of the closing bid and asked prices
 in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Board of 
        Directors for that purpose. As used herein, the term "Trading Day" shall
     mean a date on which the New York Stock Exchange (or any successor to
such Exchange) is open for the transaction of business.         

       (viii) No adjustment in the Conversion Price for the Series A
      Preferred Stock shall be required unless such adjustment would require
        an increase or decrease of at least 1% in such price; provided, however,
      that any adjustments which by reason of this subsection (viii) are not
      required to be made shall be carried forward and taken into account in
       any subsequent adjustment. All calculations under this Section shall be
       made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be.                                                

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          (f) Whenever the Conversion Price shall be adjusted as herein provided
 (i) the Corporation shall forthwith make available at the office of the
   transfer agent for the Series A Preferred Stock a statement describing in
   reasonable detail the adjustment, the facts requiring such adjustment and
    the method of calculation used; and (ii) the Corporation shall cause to be
     mailed by first class mail, postage prepaid, as soon as practicable to each
 holder of record of shares of Series A Preferred Stock a notice stating
    that the Conversion Price has been adjusted and setting forth the adjusted
Conversion Price.                                                     

 (g) In the event that the Corporation shall be a party to any
transaction constituting a recapitalization, reclassification,        
  consolidation, merger, share exchange, or a sale, lease or conveyance of
    all or substantially all of its assets, the holder of each share of Series
   A Preferred Stock shall have the right, after such consolidation, merger,
   sale or exchange to convert such share into the number and kind of shares
of stock or other securities, and the amount of cash or other property
     receivable upon such consolidation, merger, sale or exchange by a holder of
     the number of shares of Common Stock issuable upon conversion of such share
of Series A Preferred Stock immediately prior to such consolidation,  
     merger, sale or exchange. No provision shall be made for adjustments in the
     Conversion Price. The provisions of this Section 4(g) shall similarly apply
to any such successive event.                                         

        (h) The Corporation shall not be required to pay any taxes which may
     be payable in respect of any transfer involved in the issuance of shares of
  Common Stock in the name other than that in which the shares of Series A
    Preferred Stock so converted are registered, and the Corporation shall not
     be required to issue or deliver any such shares unless and until the person
     requesting such issuance in another name shall have paid to the Corporation
     the amount of any such taxes, or shall have established to the satisfaction
of the Corporation that such taxes have been paid.                    

         (i) The Corporation may make such reductions in the Conversion Price,
  in addition to those required by subsections (i) through (vi) of Section
     4(e) above, as it considers to be advisable in order that any event treated
for federal income tax purposes as a dividend of stock or stock rights
shall not be taxable to the recipients.                               

          (j) Except as provided in this Section 4, the Corporation will not, by
     amendment of its Charter or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or      
  performance of any of the terms to be observed or performed hereunder by
     the Corporation, but will at all times in good faith assist in the carrying
   out of all the provisions of this Section 4 and in the taking of all such
action as may be necessary or appropriate in order to protect the     
  conversion rights of the holders of the Series A Preferred Stock against
impairment.                                                           

         (k) The Corporation shall at all times reserve and keep available out
  of its authorized but unissued Common Stock the full number of shares of
Common Stock issuable upon the conversion of all shares of Series A   
Preferred Stock then outstanding.                                     

(l) In the event that:                                      

   (i) the Corporation shall declare a dividend or any other
  distribution on its Common Stock (other than any regular quarterly
       dividend described in Section 4(e)(iv) above) payable otherwise than in
    cash out of consolidated earnings or consolidated retained earnings;

             (ii) the Corporation shall authorize the granting to the holders of
     its Common Stock of rights to subscribe for or purchase any shares of
capital stock of any class or of any other rights;              

(iii) any capital reorganization of the Corporation,  
       reclassification of the capital stock of the Corporation, consolidation
       or merger of the Corporation with or into another corporation, or sale,
    lease or conveyance of all or substantially all of the assets of the
Corporation occurs;                                             

       (iv) the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation occurs; or                        

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       (v) any other event for which an adjustment would be required
       pursuant to subsections (i) through (vi) of Section 4(e) or pursuant to
Section 4(g) occurs;                                            

the Corporation shall cause to be mailed to the holders of record of Series A   
Preferred Stock at least 20 days prior to the applicable date hereinafter       
specified a notice stating (x) the date on which a record is to be taken for the
purpose of such dividend, distribution or rights or, if a record is not to be   
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined or (y) the date on
which such reorganization, reclassification, consolidation, merger, sale, lease,
conveyance, dissolution, liquidation or winding up or other event specified in  
subsections (i) through (v) of this Section 4(l) is expected to take place, and 
the date, if any is to be fixed, as of which holders of Common Stock of record  
shall be entitled to exchange their shares of Common Stock for securities or    
other property deliverable upon such reorganization, reclassification,          
consolidation, merger, sale, lease, conveyance, dissolution, liquidation or     
winding up or other such event. Failure to give such notice, or any defect      
therein, shall not affect the legality or validity of such dividend,            
distribution, reorganization, reclassification, consolidation, merger, sale,    
lease, conveyance, dissolution, liquidation or winding up or other such event.  

    SECTION 5.  Voting Rights.  (a) Except as otherwise provided by paragraphs
(b), (c), (d) and (e) of this Section 5 or as required by law, the holders of   
shares of Series A Preferred Stock shall not be entitled to vote on any matter  
on which the holders of any voting securities of the Corporation shall be       
entitled to vote.                                                               

   (b) Upon a default with respect to the Corporation's senior bank facility
or any successor thereto or replacement thereof (as amended from time to time,  
the "Senior Bank Facility") that is not substantially cured within six months   
from the declaration thereof pursuant to the Senior Bank Facility (but without  
regard to any waivers granted by the lenders under such Senior Bank Facility) (a
"Bank Debt Default"), the holders of the Series A Preferred Stock, voting as a  
separate class, shall be entitled to elect the smallest number of directors of  
the Corporation's Board of Directors that shall constitute no less than 25% of  
the authorized number of directors of the Corporation's Board of Directors until
such right is terminated as provided herein. The voting rights provided by this 
Section 5(b) shall terminate immediately upon the initial holder of all         
outstanding shares of Series A Preferred Stock being no longer entitled to      
designate any director pursuant to Section 3.02 of the Standstill Agreement     
dated April 2, 1993 between the Corporation (as successor to Martin Marietta    
Corporation pursuant to, and as such Standstill Agreement is modified by, the   
Reconfiguration Agreement dated August , 1993 among the Corporation, Martin     
Marietta Corporation and General Electric Company), as so amended, and the      
holders of the Series A Preferred Stock, following such termination, shall have 
only the voting rights provided by Sections 5(c), (d) and (e) below or as       
otherwise required by law.                                                      

 (c) In the event that dividends payable on the Series A Preferred Stock
shall be in arrears for six quarters (whether or not consecutive) (a "Preferred 
Dividend Default") and the holders of the Series A Preferred Stock are not then 
represented on the Corporation's Board of Directors by directors elected as a   
result of a Bank Debt Default, a majority in interest of the holders of Series A
Preferred Stock, voting separately as a class with holders of shares of any     
other class of Preferred Stock upon which like voting rights have been conferred
and are exercisable, shall be entitled to elect two directors of the Corporation
until such right is terminated as provided herein.                              

    (d) (i) Upon the occurrence of a Bank Debt Default or a Preferred Dividend
Default, the Board of Directors of the Company shall promptly call a special    
meeting of the holders of shares of Series A Preferred Stock (and, in the case  
of a Preferred Dividend Default, any holders of shares of any other class of    
Preferred Stock who are then entitled to participate in the election of such    
directors) for the purpose of electing the directors provided by the foregoing  
provisions; provided that, in lieu of holding such meeting, the holders of      
record of Series A Preferred Stock (and, in the case of a Preferred Dividend    
Default, the holders of any such other Preferred Stock) may, by action taken by 
written consent as permitted by law and the Charter and Bylaws of the           
Corporation, elect such directors. At elections for such directors, each holder 
of Series A Preferred Stock shall be entitled to one vote for each share held.  
Upon the vesting of voting rights in the holders of Series A Preferred Stock as 
a result of a Preferred Dividend Default or a Bank Debt Default, the maximum    
authorized number of members of the Board of Directors shall automatically be   
increased by two (or such greater number as may be required in respect of a Bank
Debt Default). The two vacancies (or greater                                    

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number) so created shall be filled by vote of the holders of Series A Preferred 
Stock (and, in the case of a Preferred Dividend Default, the holders of any such
other Preferred Stock). The right of the holders of Series A Preferred Stock,   
voting separately as a class (except as aforesaid), to elect members of the     
Board of Directors of the Corporation in the manner described above shall       
continue until such time as any Bank Debt Default shall have ceased (other than 
as a result of any waiver, amendment or accommodation granted by the lenders    
under such Senior Bank Facility), or all dividends accumulated on Series A      
Preferred Stock shall have been paid in full, as the case may be, at which time 
such right shall terminate, except as required by law, subject to vesting in the
event of each and every subsequent Bank Debt Default and Preferred Dividend     
Default.                                                                        

     (ii) Upon any termination of the right of the holders of Series A Preferred
Stock (and, in the case of a Preferred Dividend Default, the holders of shares  
of any other class of Preferred Stock who are then entitled to vote on the      
election of directors) to vote as a class for directors as herein provided, the 
term of office of all directors then in office elected by holders of Series A   
Preferred Stock (or such other holders, as the case may be) voting as a class   
(hereunder referred to as a "Preferred Stock Director") shall terminate         
immediately. Any Preferred Stock Director may be removed by, and shall not be   
removed otherwise than by, the vote of the holders of record of Series A        
Preferred Stock (or, in the case of any Preferred Stock Director elected as a   
result of a Preferred Dividend Default, the holders of Series A Preferred Stock 
together with holders of any other Preferred Stock that participated in the     
election of such Preferred Stock Director) voting as a separate class, at a     
meeting called for such purpose or by written consent as permitted by law and   
the Charter and Bylaws of the Corporation. If the office of any Preferred Stock 
Director becomes vacant by reason of death, resignation, retirement,            
disqualification, removal from office, or otherwise, the remaining Preferred    
Stock Director or Directors may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred or, if none remains in 
office, by vote of the holders of record of Series A Preferred Stock (or, in the
case of any Preferred Stock Director elected as a result of a Preferred Dividend
Default, the holders of Series A Preferred Stock together with holders of any   
other Preferred Stock that participated in the election of such Preferred Stock 
Director). Holders of Series A Preferred Stock shall not, as such stockholders, 
be entitled to vote on the election or removal of directors other than Preferred
Stock Directors. Whenever the special voting powers vested in the holders of    
Series A Preferred Stock as provided herein shall have expired, the number of   
directors shall become such number as may be provided for in the Bylaws,        
irrespective of any increase made pursuant to the provisions hereof.            

(iii) So long as any shares of the Series A Preferred Stock remain    
outstanding, the consent of the holders of at least 66 2/3% of the shares of    
Series A Preferred Stock then outstanding (voting separately as a class) given  
in person or by proxy, at any special or annual meeting called for such purpose,
or by written consent as permitted by law and the Charter and Bylaws of the     
Corporation, shall be necessary to amend, alter or repeal any of the provisions 
of the Charter of the Corporation which would adversely affect any right,       
preference, privilege or voting power of Series A Preferred Stock or of the     
holders thereof; provided, however, that any such amendment, alteration or      
repeal, that would authorize, create or issue any additional shares of Preferred
Stock or any other shares of stock (whether or not already authorized) ranking  
on a parity with or junior to the Series A Preferred Stock as to dividends and  
on the distribution of assets upon liquidation, dissolution or winding up, shall
be deemed not to materially and adversely affect such rights, preferences,      
privileges or voting powers.                                                    

    (e) The holder of each share of Series A Preferred Stock shall be entitled
to vote together with the holders of shares of Common Stock and to cast the     
number of votes equal to the number of shares of Common Stock into which such   
shares of Series A Preferred Stock are then convertible in the event of any     
merger, consolidation or business combination or share exchange involving the   
Corporation or any sale, lease or conveyance of all or substantially all of the 
assets of the Corporation upon which the holders of Common Stock shall be       
entitled to vote, provided, however, that the holders of the Series A Preferred 
Stock shall not be entitled to vote upon acquisitions which, within any 12-month
period, do not (i) involve greater than an aggregate of Twenty-Five Million     
Dollars ($25,000,000) of transaction value (including assumed liabilities,      
whether contingent or not) or (ii) adversely affect the economic or legal       
position of the Series A Preferred Stock or its rights, preferences, privileges 
or voting powers.                                                               

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    (f) The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required   
shall be effected, all outstanding shares of the Series A Preferred Stock shall 
have been redeemed for cash or converted for Common Stock and funds, if any,    
necessary for such redemption or conversion shall have been deposited in trust  
to effect such redemption.                                                      

  SECTION 6.  Liquidation Rights.  (a) Subject to the rights of holders of
any class of Preferred Stock which the Corporation may in the future issue which
ranks on a parity with the Series A Preferred Stock upon any dissolution,       
liquidation or winding up of the affairs of the Corporation, whether voluntary  
or involuntary (collectively, a "Liquidation"), the holders of shares of Series 
A Preferred Stock shall be entitled to receive out of the assets of the         
Corporation available for distribution to stockholders, whether from capital,   
surplus or earnings, before any distribution or payment is made to holders of   
Common Stock of the Corporation or on any other class of stock of the           
Corporation ranking junior as to assets distributable upon Liquidation to the   
shares of Series A Preferred Stock upon a Liquidation, liquidating distributions
in the amount of $50 per share, plus the amount equal to all dividends accrued  
and unpaid thereon (including dividends accumulated and unpaid) to the date of  
Liquidation, and no more.                                                       

  (b) Written notice of any Liquidation, stating the payment date or dates
when and the place or places where the amounts distributable in such            
circumstances shall be payable, shall be given by first class mail, postage     
prepaid, not less than 30 days prior to any payment date stated therein, to the 
holders of record of the Series A Preferred Stock at their respective addresses 
as the same shall appear on the books of the Corporation or any transfer agent  
for the Series A Preferred Stock.                                               

     (c) Neither the merger or consolidation of the Corporation into or with any
other corporation, nor the merger or consolidation of any other corporation into
or with the Corporation, nor a sale, transfer or lease of all or any part of the
assets of the Corporation, shall, without further corporate action, be deemed to
be a liquidation, dissolution or winding up of the affairs of the Corporation   
within the meaning of this Section 6.                                           

  SECTION 7.  Tax Provisions.  (a) The Corporation will treat the Series A
Preferred Stock as equity (not debt) for all federal, state, local and other tax
purposes.                                                                       

    (b) The Corporation will use its reasonable best efforts to ensure that it
has adequate earnings and profits, within the meaning of Section 312 of the     
Internal Revenue Code of 1986, as amended (the "Code"), or any successor        
provision, to ensure that all dividend distributions on the Series A Preferred  
Stock and all distributions in redemption of the Series A Preferred Stock that  
are treated as distributions with respect to stock under Section 302(d) of the  
Code (or any successor provision) will be treated as dividends within the       
meaning of Section 316 of the Code (or any successor provision); provided that  
such reasonable best efforts shall not require the Corporation to incur any     
material out-of-pocket costs unless such costs are reimbursed by the initial    
holder of the Series A Preferred Stock.                                         

B. Series Preferred Stock                                                       

     The Board of Directors of the Corporation shall have the power from time to
time (a) to classify or reclassify, in one or more series, any unissued shares  
of Series Preferred Stock and (b) to reclassify any unissued shares of any      
series of Series Preferred Stock, in the case of either (a) or (b) by setting or
changing the number of shares constituting such series and the designation,     
preference, conversion or other rights, voting powers, restrictions, limitations
as to dividends, qualifications and terms and conditions of redemption of such  
shares, and, in such event, the Corporation shall file for record with the State
Department of Assessments and Taxation of Maryland articles supplementary in    
substance and form as prescribed by the GCL.                                    

Without limiting any of the foregoing, the Board of Directors shall be
entitled to increase or decrease (but not below the number of shares of such    
series then outstanding) the number of shares of any series of Series Preferred 
Stock subsequent to the issuance of shares of that series.                      

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C. Common Stock                                                                 

    Subject to the rights of holders of shares of Series A Preferred Stock and
any series of Series Preferred Stock established pursuant to Section B of this  
Article VI, each share of Common Stock shall entitle the holder to one vote per 
share on all matters upon which stockholders are entitled to vote, to receive   
dividends and other distributions authorized by Board of Directors in accordance
with the GCL and to all rights of a stockholder pursuant thereto. The Common    
Stock shall have no preferences or preemptive, conversion or exchange rights.   

D. General                                                                      

In determining whether a distribution (other than upon voluntary or   
involuntary liquidation), by dividend, redemption or other acquisition of shares
or otherwise, is permitted under the GCL, no effect shall be given to amounts   
that would be needed, if the Corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of            
stockholders whose preferential rights upon dissolution are superior to those   
receiving the distribution.                                                     

ARTICLE VII 

PROVISIONS DEFINING, LIMITING 
AND REGULATING POWERS 

   The following provisions are hereby adopted for the purposes of defining,
limiting and regulating the powers of the Corporation and the directors and     
stockholders, subject, however, to any provisions, conditions and restrictions  
hereafter authorized pursuant to Article VI hereof:                             

         SECTION 1.  The Board of Directors of the Corporation is empowered to
authorize the issuance from time to time of shares of its stock of any
     class, whether now or hereafter authorized, and securities convertible into
    shares of its stock of any class, whether now or hereafter authorized, for
     such consideration as the Board of Directors may deem advisable, subject to
such limitations and restrictions, if any, as may be set forth in the 
Bylaws of the Corporation.                                            

       SECTION 2.  No holders of shares of stock of the Corporation of any
     class shall have any preemptive or other right to subscribe for or purchase
any part of any new or additional issue of stock of any class or of   
  securities convertible into stock of any class, whether now or hereafter
  authorized, and whether issued for money, for a consideration other than
money or by way of dividend.                                          

         SECTION 3.  The Board of Directors shall have the power, from time to
  time, to determine whether any, and if any, what part, of the surplus of
the Corporation shall be declared in dividends and paid to the        
  stockholders, and to direct and determine the use and disposition of any
  such surplus. The Board of Directors may in its discretion use and apply
 any of such surplus in purchasing or acquiring any of the shares of the
stock of the Corporation, or any of its bonds or other evidences of   
    indebtedness, to such extent and in such manner and upon such lawful terms
as the Board of Directors shall deem expedient.                       

    SECTION 4.  The Corporation reserves the right to adopt, repeal,
rescind, alter or amend in any respect any provision contained in this
     Charter, including but not restricted to, any amendments changing the terms
     of any class of its stock by classification, reclassification or otherwise,
     and all rights conferred on stockholders herein are granted subject to this
reservation.                                                          

         SECTION 5.  Notwithstanding any provision of law requiring any action
to be taken or authorized by the affirmative vote of the holders of a 
   designated proportion of the shares of stock of the Corporation, or to be
otherwise taken or authorized by vote of the stockholders, such action
     shall be effective and valid, except as otherwise required by provisions of
    the Charter, if taken or authorized by the affirmative vote, at a meeting,
of a majority of all votes entitled to be cast on the matter.         

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ARTICLE VIII

BYLAWS

The Board of Directors shall have the power, at any regular or special
meeting of the Board of Directors (or by action taken pursuant to Article XII), 
to make and adopt, or to amend, rescind, alter or repeal, any Bylaws of the     
Corporation. The Bylaws may contain any provision for the regulation and        
management of the affairs of the Corporation not inconsistent with law or the   
provisions of the Charter.                                                      

ARTICLE IX

INSPECTION OF RECORDS BY STOCKHOLDERS 

The Board of Directors shall have power to determine from time to time
whether and to what extent and at what times and places and under what          
conditions and regulations the books, records, accounts, and documents of the   
Corporation, or any of them, shall be open to inspection by stockholders, except
as otherwise provided by law or by the Bylaws; and except as so provided no     
stockholders shall have any rights to inspect any book, record, account or      
document of the Corporation unless authorized to do so by resolution of the     
Board of Directors.                                                             

ARTICLE X 

COMPENSATION

     The Board of Directors in its discretion may allow, in and by the Bylaws of
the Corporation or by resolution, the payment of expenses, if any, to directors 
for attendance at each regular or special meeting of the Board of Directors or  
of any committee thereof, and the payment of reasonable compensation to such    
directors for their services as members of the Board of Directors, or any       
committee thereof, and shall fix the basis and conditions upon which such       
expenses and compensation shall be paid. Any member of the Board of Directors or
of a committee thereof, also may serve the Corporation in any other capacity and
receive compensation therefor in any form.                                      

ARTICLE XI

INDEMNIFICATION AND LIMITATION OF 
LIABILITY OF DIRECTORS AND OFFICERS 

    SECTION 1.  The Board of Directors shall have the power to adopt Bylaws or
resolutions for the indemnification of the Corporation's directors, officers,   
employees and agents, provided that any such Bylaws or resolutions shall be     
consistent with applicable law.                                                 

    SECTION 2.  To the maximum extent that Maryland law in effect from time to
time permits limitation of the liability of directors and officers, no director 
or officer of the Corporation shall be liable to the Corporation or its         
stockholders for money damages. Neither the amendment nor repeal of this        
Article, nor the adoption or amendment of any provision of the Charter or Bylaws
inconsistent with this Article, shall apply to or affect in any respect the     
applicability of the preceding sentence with respect to any act or failure to   
act which occurred prior to such amendment, repeal or adoption.                 

ARTICLE XII 

INFORMAL ACTION BY BOARD OF DIRECTORS 

     Any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting, if a    
written consent to such action is signed by all members of the Board or of such 
committee, as the case may be, and such written consent is filed with the       
minutes of proceedings of the Board or committee.                               

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ARTICLE XIII

BUSINESS COMBINATIONS 

     SECTION 1.  The affirmative vote of the holders of not less than (i) 80% of
the outstanding shares of "Voting Stock" (as hereinafter defined) of the        
Corporation and (ii) not less than 67% of the outstanding shares of Voting Stock
of the Corporation held by stockholders other than a "Related Person" (as       
hereinafter defined) shall be required for the approval or authorization of any 
"Business Combination" (as hereinafter defined) involving a Related Person;     
provided, however, that the foregoing voting requirements shall not be          
applicable and the other applicable provisions of the Charter related to the    
percentage of stockholder approval required, if any, shall apply to any such    
Business Combination if:                                                        

Clause 1.  The "Continuing Directors" of the Corporation (as
hereinafter defined) by a two-thirds vote have expressly approved the 
    Business Combination either in advance of or subsequent to the acquisition
  of outstanding shares of Voting Stock of the Corporation that caused the
Related Person to become a Related Person; or                         

Clause 2.  The following conditions are satisfied:          

           (a) The aggregate amount of the cash and fair market value of the
        property, securities, or other consideration to be received per share of
      Voting Stock of the Corporation in the Business Combination by holders
 of Voting Stock of the Corporation, other than the Related Person
       involved in the Business Combination, is not less than the "Highest Per
  Share Price" or the "Highest Equivalent Price" (as these terms are
        hereinafter defined) paid after the Merger Date by the Related Person in
    acquiring any of its holdings of the Corporation's Voting Stock; and

      (b) A proxy statement complying with the requirements of the
      Securities Exchange Act of 1934, as amended, shall have been mailed to
 all stockholders of the Corporation for the purpose of soliciting
     stockholder approval of the Business Combination. The proxy statement
      shall contain at the front thereof, in a prominent place, the position
      of the Continuing Directors as to the advisability (or inadvisability)
     of the Business Combination and, if deemed advisable by a majority of
   the Continuing Directors, the opinion of an investment banking firm
       selected by the Continuing Directors as to the fairness of the terms of
      the Business Combination, from the point of view of the holders of the
    outstanding shares of Voting Stock of the Corporation other than any
Related Person.                                                 

SECTION 2.  For purposes of this Article XIII:                        

Clause 1.  The term "Business Combination" shall mean:      

            (a) any merger, consolidation or share exchange of the Corporation
      or any of its subsidiaries into or with a Related Person, in each case
       irrespective of which corporation or company is the surviving entity in
the merger or consolidation;                                    

            (b) any sale, lease, exchange, mortgage, pledge, transfer or other
     disposition to or with a Related Person (in a single transaction or a
series of related transactions) of all or a Substantial Part (as
        hereinafter defined) of the assets of the Corporation (including without
       limitation any securities of a subsidiary) or a Substantial Part of the
assets of any of its subsidiaries;                              

             (c) any sale, lease, exchange, mortgage, pledge, transfer, or other
disposition to or with the Corporation or to or with any of its 
        subsidiaries (in a single transaction or series of related transactions)
of all or a Substantial Part of the assets of a Related Person; 

      (d) the issuance or transfer of any equity securities of the
 Corporation or any of its subsidiaries by the Corporation or such
        subsidiary (in a single transaction or a series of related transactions)
     to a Related Person (other than an issuance or transfer of securities
which is effected on a pro rata basis to all stockholders of the
Corporation);                                                   

           (e) the acquisition by the Corporation or any of its subsidiaries
of any equity securities of a Related Person;                   

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         (f) any reclassification of securities or recapitalization that
 would have the effect of increasing the voting power of a Related
Person; or                                                      

             (g) any agreement, contract, or other arrangement providing for any
of the transactions described in this definition of Business    
Combination.                                                    

   Clause 2.  The term "Related Person" shall mean any individual,
     corporation, partnership, or other person or entity which, as of the record
 date for the determination of stockholders entitled to notice of and to
    vote on any Business Combination or, immediately prior to the consummation
    of such transaction, together with their "Affiliates" and "Associates" (as
defined in Rule 12b-2 of the General Rules and Regulations under the  
Securities Exchange Act of 1934 as in effect at the Merger Date       
    (collectively and as so in effect, the "Exchange Act")), which on or after
     the Merger Date became and then are "Beneficial Owners" (as defined in Rule
13d-3 of the Exchange Act) in the aggregate of 10% or more of the     
outstanding shares of any class or series of Voting Stock of the      
Corporation, and any Affiliate or Associate of any such individual,   
  corporation, partnership, or other person or entity. Notwithstanding the
  foregoing, neither Martin Marietta Corporation nor Lockheed Corporation,
     nor any of their Subsidiaries (as hereinafter defined), shall be a "Related
Person."                                                              

          Clause 3.  The term "Substantial Part" shall mean more than 20% of the
     fair market value, as determined by two-thirds of the Continuing Directors,
  of the total consolidated assets of the Corporation and its subsidiaries
    taken as a whole as of the end of its most recent fiscal year ending prior
     to the time the determination is being made, subject to adjustments made by
    the Continuing Directors to take into account transactions made subsequent
to year end.                                                          

   Clause 4.  For the purposes of Clause 2(a) of Section 1 of this
    Article XIII, the term "other consideration to be received" shall include,
   without limitation, any shares of any class or series of capital stock of
the Corporation retained by stockholders of the Corporation other than
   Related Persons or parties to such Business Combination in the event of a
     Business Combination in which the Corporation is the surviving corporation.

          Clause 5.  The term "Subsidiary" shall mean any corporation of which a
majority of the Voting Stock thereof entitled to vote generally in the
    election of directors is owned, directly or indirectly, by the Corporation
(or another corporation, if so indicated).                            

        Clause 6.  The term "Voting Stock" shall mean all outstanding shares
     of capital stock of the Corporation or another corporation entitled to vote
    generally in the election of directors, and each reference to a proportion
of shares of Voting Stock shall refer to such proportion of the votes 
entitled to be cast by such shares.                                   

       Clause 7.  The term "Continuing Director" shall mean a director who
either:                                                               

       (a) was a member of the Board of Directors of the Corporation
   immediately prior to the time that the Related Person involved in a
       Business Combination became the Beneficial Owner of 10% of any class or
series of Voting Stock of the Corporation; or                   

             (b) was designated (before his or her initial election as director)
        as a Continuing Director by a majority of the then Continuing Directors.

          Clause 8.  A "Related Person" shall be deemed to have acquired a share
     of the Voting Stock of the Corporation at the time when such Related Person
  became the Beneficial Owner thereof. With respect to the shares owned by
     Affiliates, Associates, or other persons whose ownership is attributed to a
 Related Person under the foregoing definition of Related Person, if the
  price paid by such Related Person for such shares is not determinable by
the Continuing Directors, the price so paid shall be deemed to be the 
higher of:                                                            

           (a) the price paid upon the acquisition thereof by the Affiliate,
Associate, or other person; or                                  

             (b) the market price of the shares in question at the time when the
Related Person became the Beneficial Owner thereof.             

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          Clause 9.  The terms "Highest Per Share Price" and "Highest Equivalent
   Price" as used in this Article XIII shall mean the following. If there is
   only one class of Voting Stock of the Corporation issued and outstanding,
the Highest Per Share Price shall mean the highest price that can be  
     determined to have been paid at any time on or after the Merger Date by the
  Related Person for any share or shares of that class of Voting Stock. If
    there is more than one class of Voting Stock of the Corporation issued and
    outstanding, the Highest Equivalent Price shall mean, with respect to each
    class and series of Voting Stock of the Corporation, the amount determined
   by two-thirds of the Continuing Directors, on whatever basis they believe
     is appropriate, to be the highest per share price equivalent to the highest
   price that can be determined to have been paid at any time by the Related
  Person for any share or shares of any class or series of Voting Stock of
 the Corporation. In determining the Highest Per Share Price and Highest
     Equivalent Price, all purchases after the Merger Date by the Related Person
     shall be taken into account regardless of whether the shares were purchased
before or after the Related Person became a Related Person. Also, the 
    Highest Per Share Price and the Highest Equivalent Price shall include any
     brokerage commissions, transfer taxes, and soliciting dealers' fees paid by
the Related Person with respect to the shares of Voting Stock of the  
 Corporation acquired by the Related Person. In the case of any Business
  Combination with a Related Person, the Highest Equivalent Price for each
     class and series of the Voting Stock of the Corporation shall be determined
by the Continuing Directors.                                          

   SECTION 3.  Any amendment, change, or repeal of this Article XIII, or any
other amendment of this Charter which will have the effect of modifying or      
permitting circumvention of this Article XIII, shall require the favorable vote,
at a meeting of the stockholders of the Corporation, of the holders of at least 
(i) 80% of the then outstanding shares of the Voting Stock of the Corporation   
and (ii) 67% of the outstanding shares of Voting Stock of the Corporation held  
by stockholders other than a Related Person; provided, however, that this       
Section 3 shall not apply to and such vote shall not be required for any such   
amendment, change, or repeal recommended to stockholders by the affirmative vote
of not less than two-thirds of the Continuing Directors and such amendment,     
change, or repeal so recommended shall require only the vote, if any, required  
under the applicable provision of the Charter. For the purposes of this Section 
3 only, if at the time when any such amendment, change, or repeal is under      
consideration there is no proposed Business Combination (in which event, the    
definition of Continuing Director in Clause 7 of Section 2 of this Article XIII 
would be inapplicable), the "Continuing Directors" shall be deemed to be those  
persons who are members of the Board of Directors of the Corporation at the     
Merger Date, plus those persons who are Continuing Directors under Clause 7(b)  
of Section 2 of this Article XIII.                                              

ARTICLE XIV 

REGULATION OF TRANSACTIONS INVOLVING
THE PURCHASE OF STOCK 
AT A PREMIUM OVER MARKET

   SECTION 1.  Any purchase by the Corporation of shares of Voting Stock (as
hereinafter defined) from an Interested Stockholder (as hereinafter defined) who
has beneficially owned such securities for less than two years prior to the date
of such purchase or any agreement in respect thereof, other than pursuant to an 
offer to the holders of all of the outstanding shares of the same class as those
so purchased, at a per share price in excess of the Market Price (as hereinafter
defined), at the time of such purchase, of the shares so purchased, shall       
require the affirmative vote of the holders of a majority of the voting power of
the Voting Stock not beneficially owned by the Interested Stockholder, voting   
together as a single class.                                                     

SECTION 2.  In addition to any affirmative vote required by law or the
Charter:                                                                        

    Clause 1.  Any merger or consolidation of the Corporation or any
    Subsidiary (as hereinafter defined) with (i) any Interested Stockholder or
(ii) any other corporation (whether or not itself an Interested       
   Stockholder) which is, or after such merger or consolidation would be, an
Affiliate (as hereinafter defined) of an Interested Stockholder;      

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        Clause 2.  Any sale, lease, exchange, mortgage, pledge, transfer, or
  other disposition (in one transaction or a series of transactions) to or
with any Interested Stockholder or any Affiliate of any Interested    
  Stockholder of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value (as hereinafter defined) of $10,000,000 or
more;                                                                 

 Clause 3.  The issuance or transfer by the Corporation or any
   Subsidiary (in one transaction or a series of transactions) of any equity
  securities of the Corporation or any Subsidiary having an aggregate Fair
  Market Value of $10,000,000 or more to any Interested Stockholder or any
   Affiliate of any Interested Stockholder in exchange for cash, securities,
or other property (or combination thereof);                           

          Clause 4.  The adoption of any plan or proposal for the liquidation or
  dissolution of the Corporation proposed by or on behalf of an Interested
Stockholder or any Affiliate of any Interested Stockholder; or        

        Clause 5.  Any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
     consolidation of the Corporation with any of its Subsidiaries, or any other
transaction (whether or not with or into or otherwise involving an    
  Interested Stockholder) which has the effect, directly or indirectly, of
   increasing the proportionate share of the outstanding shares of any class
  of equity or convertible securities of the Corporation or any Subsidiary
    which is directly or indirectly owned by any Interested Stockholder or any
Affiliate of any Interested Stockholder;                              

shall require the affirmative vote of the holders of a majority of the
   voting power of the Voting Stock not beneficially owned by any Interested
    Stockholder, voting together as a single class; provided, however, that no
such vote shall be required for (i) the purchase by the Corporation of
   shares of Voting Stock from an Interested Stockholder unless such vote is
     required by Section 1 of this Article XIV, (ii) any transaction approved by
   a majority of the Disinterested Directors (as hereinafter defined), (iii)
    any transaction with an Interested Stockholder who shall also be a Related
     Person as defined under Article XIII and to which the provisions of Article
    XIII apply, or (iv) any transaction with an Interested Stockholder who has
beneficially owned his shares of Voting Stock for two years or more.  

SECTION 3.                                                            

Clause 1.  In the event that there shall exist a Substantial
    Stockholder (as hereinafter defined) of the Corporation and such existence
    shall be known or made known to the Corporation in advance of a meeting of
stockholders at which directors will be elected, each holder of Voting
Stock shall be entitled, in connection with any vote taken for such   
    election of directors, to as many votes as shall equal the number of votes
    which (except for this provision as to cumulative voting) such stockholder
 would be entitled to cast for the election of directors with respect to
such stockholder's shares of Voting Stock multiplied by the number of 
  directors to be elected, and such stockholder may cast all of such votes
    for a single director or may distribute them among the number of directors
     to be voted for, or for any two or more of them as such stockholder may see
fit.                                                                  

    Clause 2.  In connection with any election of directors in which
    stockholders are entitled to cumulative voting, one or more candidates may
    be nominated by a majority of the Disinterested Directors or by any person
   who is the beneficial owner of shares of Voting Stock having an aggregate
Market Price of $250,000 or more.                                     

         Clause 3.  The Corporation's proxy statement and other communications
     with respect to such an election shall contain on an equal basis and at the
  expense of the Corporation, descriptions and other statements of or with
     respect to all nominees for election which qualify under the procedures set
forth in this Section 3.                                              

SECTION 4.  For the purpose of this Article XIV:                      

       Clause 1.  A "person" shall mean any individual, firm, corporation,
partnership, or other entity.                                         

          Clause 2.  "Voting Stock" shall mean all outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors and each reference to a proportion of shares of Voting Stock
 shall refer to such proportion of the votes entitled to be cast by such
shares.                                                               

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         Clause 3.  "Interested Stockholder" shall mean any person (other than
   the Corporation or any Subsidiary or any employee benefit plan maintained
by the Corporation or any Subsidiary) who or which:                   

            (a) is the beneficial owner, directly or indirectly, of 5% or more
of the voting power of the outstanding Voting Stock;            

           (b) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date as of which a     
 determination is being made was the beneficial owner, directly or
     indirectly, of 5% or more of the voting power of the then outstanding
Voting Stock; or                                                

           (c) is an assignee of or has otherwise succeeded to any shares of
Voting Stock which were at any time within the two-year period  
       immediately prior to the date as of which a determination is being made
     beneficially owned by any person described in Clauses 3(a) or 3(b) of
      this Section 4 if such assignment or succession shall have occurred in
     the course of a transaction or series of transactions not involving a
    public offering within the meaning of the Securities Act of 1933, as
amended.                                                        

       Clause 4.  The term "Substantial Stockholder" shall mean any person
    (other than the Corporation or any Subsidiary or any employee benefit plan
maintained by the Corporation or any Subsidiary) who or which is the  
beneficial owner of Voting Stock representing 40% or more of the votes
    entitled to be cast by the holders of all the outstanding shares of Voting
Stock.                                                                

          Clause 5.  A person shall be a "beneficial owner" of any Voting Stock:

          (a) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; 

          (b) which such person or any of its Affiliates or Associates has
       (i) the right to acquire (whether such right is exercisable immediately
or only after the passage of time) pursuant to any agreement,   
 arrangement, or understanding, or upon the exercise of conversion
       rights, exchange rights, warrants or options, or otherwise, or (ii) the
       right to vote pursuant to any agreement, arrangement, or understanding;
or                                                              

          (c) which are beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or 
   Associates has any agreement, arrangement, or understanding for the
    purpose of acquiring, holding, voting, or disposing of any shares of
Voting Stock.                                                   

         Clause 6.  (a) For the purposes of determining whether a person is an
Interested Stockholder pursuant to Clause 3 of this Section 4 or a    
    Substantial Stockholder pursuant to Clause 4 of this Section 4, the number
 of shares of Voting Stock deemed to be outstanding shall include shares
   deemed owned through application of Clause 5 of this Section 4, but shall
     not include any other shares of Voting Stock which may be issuable pursuant
to any agreement, arrangement, or understanding, or upon exercise of  
conversion rights, warrants or options, or otherwise.                 

            (b) Notwithstanding anything to the contrary in Clause 3 or Clause
    4 of this Section 4, neither Martin Marietta Corporation or Lockheed
   Corporation, nor any of their Subsidiaries, shall be an "Interested
Stockholder" or a "Substantial Stockholder".                    

    Clause 7.  "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.                                   

          Clause 8.  "Subsidiary" shall mean any corporation of which a majority
   of the voting stock thereof entitled to vote generally in the election of
    directors is owned, directly or indirectly, by the Corporation (or another
corporation, if so indicated).                                        

     Clause 9.  "Market Price" shall mean: the last closing sale price
immediately preceding the time in question of a share of the stock in 
question on the Composite Tape for New York Stock Exchange -- Listed  
  Stocks, or if such stock is not quoted on the Composite Tape, on the New
     York Stock Exchange, Inc., or if such stock is not listed on such Exchange,
on the principal United States securities exchange                    

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     registered under the Securities Exchange Act of 1934 on which such stock is
listed, or if such stock is not listed on any such exchange, the last 
 closing bid quotation with respect to a share of such stock immediately
  preceding the time in question on the National Association of Securities
     Dealers, Inc. Automated Quotations System or any system then in use (or any
     other system of reporting or ascertaining quotations then available), or if
    such stock is not so quoted, the Fair Market Value at the time in question
  of a share of such stock as determined by the Board of Directors in good
faith.                                                                

Clause 10.  "Fair Market Value" shall mean:                 

(a) in the case of stock, the Market Price, and       

        (b) in the case of property other than cash or stock, the fair
      market value of such property on the date in question as determined by
the Board of Directors in good faith.                           

     Clause 11.  "Disinterested Director" shall mean any member of the
Board of Directors of the Corporation who is unaffiliated with an     
    Interested Stockholder and was a member of the Board of Directors prior to
    the time that the Interested Stockholder became an Interested Stockholder,
   and any successor of a Disinterested Director who is unaffiliated with an
Interested Stockholder as is recommended to succeed a Disinterested   
Director by a majority of Disinterested Directors then on the Board of
Directors.                                                            

    SECTION 5.  A majority of the Disinterested Directors shall have the power
and duty to determine for the purposes of this Article XIV, on the basis of     
information known to them after reasonable inquiry, whether (i) a person is an  
Interested Stockholder, (ii) a person is a Substantial Stockholder, or (iii) a  
transaction or series of transactions constitutes one of the transactions       
described in Section 2 of this Article XIV.                                     

SECTION 6.  Notwithstanding any other provisions of the Charter (and  
notwithstanding the fact that a lesser percentage may be specified by law, the  
Charter, or the Bylaws of the Corporation), the affirmative vote of the holders 
of at least 80% of the votes entitled to be cast by holders of outstanding      
Voting Stock, voting together as a single class, shall be required to amend or  
repeal, or adopt any provisions inconsistent with, this Article XIV.            

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                                                                       EXHIBIT B

LOCKHEED MARTIN CORPORATION 
BYLAWS

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TABLE OF CONTENTS 

BYLAWS
OF
LOCKHEED MARTIN CORPORATION 

                                                        [Enlarge/Download Table]

                                                                                     PAGE  
                                                                                    -------
                                                                                           
                                 ARTICLE I                                                 

                               STOCKHOLDERS                                                

SECTION 1.01. Annual Meetings......................................................   I-B-4
SECTION 1.02. Special Meetings.....................................................   I-B-4
SECTION 1.03. Place of Meetings....................................................   I-B-4
SECTION 1.04. Notice of Meetings...................................................   I-B-4
SECTION 1.05. Conduct of Meetings..................................................   I-B-4
SECTION 1.06. Quorum...............................................................   I-B-4
SECTION 1.07. Votes Required.......................................................   I-B-5
SECTION 1.08. Proxies..............................................................   I-B-5
SECTION 1.09. List of Stockholders.................................................   I-B-5
SECTION 1.10. Inspectors of Election...............................................   I-B-5
SECTION 1.11. Director Nominations and Stockholder Business........................   I-B-5

                                ARTICLE II                                                 

                            BOARD OF DIRECTORS                                             

SECTION 2.01. Powers...............................................................   I-B-7
SECTION 2.02. Number of Directors..................................................   I-B-7
SECTION 2.03. Election of Directors................................................   I-B-7
SECTION 2.04. Chairman of the Board................................................   I-B-7
SECTION 2.05. Removal..............................................................   I-B-7
SECTION 2.06. Vacancies............................................................   I-B-7
SECTION 2.07. Regular Meetings.....................................................   I-B-7
SECTION 2.08. Special Meetings.....................................................   I-B-7
SECTION 2.09. Notice of Meetings...................................................   I-B-7
SECTION 2.10. Presence at Meeting..................................................   I-B-8
SECTION 2.11. Presiding Officer and Secretary at Meetings..........................   I-B-8
SECTION 2.12. Quorum...............................................................   I-B-8
SECTION 2.13. Compensation.........................................................   I-B-8
SECTION 2.14. Voting of Shares by Certain Holders..................................   I-B-8

                                ARTICLE III                                                

                                COMMITTEES                                                 

SECTION 3.01. Executive Committee..................................................   I-B-8
SECTION 3.02. Finance Committee....................................................   I-B-9
SECTION 3.03. Audit and Ethics Committee...........................................   I-B-9
SECTION 3.04. Compensation Committee...............................................  I-B-10
SECTION 3.05. Nominating Committee.................................................  I-B-10
SECTION 3.06. Other Committees.....................................................  I-B-10
SECTION 3.07. Meetings of Committees...............................................  I-B-10

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                                                        [Enlarge/Download Table]

                                                                                     PAGE  
                                                                                    -------
                                                                                           
                                ARTICLE IV                                                 

                                 OFFICERS                                                  

SECTION 4.01. Executive Officers -- Election and Term of Office....................  I-B-11
SECTION 4.02. Chairman of the Board................................................  I-B-11
SECTION 4.03. President............................................................  I-B-11
SECTION 4.04. Vice Presidents......................................................  I-B-11
SECTION 4.05. Secretary............................................................  I-B-11
SECTION 4.06. Treasurer............................................................  I-B-11
SECTION 4.07. Subordinate Officers.................................................  I-B-12
SECTION 4.08. Other Officers and Agents............................................  I-B-12
SECTION 4.09. When Duties of an Officer May Be Delegated...........................  I-B-12
SECTION 4.10. Officers Holding Two Or More Offices.................................  I-B-12
SECTION 4.11. Compensation.........................................................  I-B-12
SECTION 4.12. Resignations.........................................................  I-B-12
SECTION 4.13. Removal..............................................................  I-B-12

                                ARTICLE V                                                  

                                  STOCK                                                    

SECTION 5.01. Certificates.........................................................  I-B-12
SECTION 5.02. Transfer of Shares...................................................  I-B-12
SECTION 5.03. Transfer Agents and Registrars.......................................  I-B-13
SECTION 5.04. Stock Ledgers........................................................  I-B-13
SECTION 5.05. Record Dates.........................................................  I-B-13
SECTION 5.06. New Certificates.....................................................  I-B-13

                                ARTICLE VI                                                 

                             INDEMNIFICATION                                               

SECTION 6.01. Indemnification of Directors, Officers, and Employees................  I-B-13
SECTION 6.02. Standard.............................................................  I-B-13
SECTION 6.03. Advance Payment of Expenses..........................................  I-B-14
SECTION 6.04. General..............................................................  I-B-14

                               ARTICLE VII                                                 

                            SUNDRY PROVISIONS                                              

SECTION 7.01. Seal.................................................................  I-B-14
SECTION 7.02. Voting of Stock in Other Corporations................................  I-B-14
SECTION 7.03. Amendments...........................................................  I-B-14

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BYLAWS

OF

LOCKHEED MARTIN CORPORATION 

ARTICLE I 

STOCKHOLDERS

SECTION 1.01.  Annual Meetings.  The Corporation shall hold an annual 
meeting of stockholders for the election of directors and the transaction of any
business within the powers of the Corporation on such date during the month of  
April in each year as shall be determined by the Board of Directors, except that
the 1995 annual meeting of stockholders shall be held on February 6, 1995.      
Subject to Article I, Section 1.11 of these Bylaws, any business of the         
Corporation may be transacted at such annual meeting. Failure to hold an annual 
meeting at the designated time shall not, however, invalidate the corporate     
existence or affect otherwise valid corporate acts.                             

SECTION 1.02.  Special Meetings.  At any time in the interval between 
annual meetings, special meetings of the stockholders may be called by the      
Chairman of the Board, President, or by the Board of Directors or by the        
Executive Committee by vote at a meeting or in writing with or without a        
meeting. Special meetings of stockholders shall also be called by the Secretary 
of the Corporation on the written request of stockholders entitled to cast at   
least 25% of all the votes entitled to be cast at the meeting.                  

  SECTION 1.03.  Place of Meetings.  All meetings of stockholders shall be
held at such place within the United States as may be designated in the notice  
of meeting.                                                                     

     SECTION 1.04.  Notice of Meetings.  Not less than thirty (30) days nor more
than ninety (90) days before the date of every stockholders' meeting, the       
Secretary shall give to each stockholder entitled to vote at such meeting and   
each other stockholder entitled to notice of the meeting, written or printed    
notice stating the time and place of the meeting and, in the case of a special  
meeting, the purpose or purposes for which the meeting is called, either by mail
or by presenting it to him or her personally or by leaving it at his or her     
residence or usual place of business. If mailed, such notice shall be deemed to 
be given when deposited in the United States mail addressed to the stockholder  
at his or her post office address as it appears on the records of the           
Corporation, with postage thereon prepaid. Notwithstanding the foregoing        
provision for notice, a waiver of notice in writing, signed by the person or    
persons entitled to such notice and filed with the records of the meeting,      
whether before or after the holding thereof, or actual attendance at the meeting
in person or by proxy, shall be deemed equivalent to the giving of such notice  
to such persons. Any meeting of stockholders, annual or special, may adjourn    
from time to time without further notice to a date not more than one hundred    
twenty (120) days after the original record date at the same or some other      
place.                                                                          

    SECTION 1.05.  Conduct of Meetings.  Each meeting of stockholders shall be
conducted in accordance with such rules and procedures as the Board of Directors
may determine subject to the requirements of applicable law and the Charter. The
Chairman of the Board, or in his or her absence the President, or in their      
absence the person designated in writing by the Chairman of the Board, or if no 
person is so designated, then a person designated by the Board of Directors,    
shall preside as chairman of the meeting; if no person is so designated, then   
the meeting shall choose a chairman by a majority of all votes cast at a meeting
at which a quorum is present. The Secretary or in the absence of the Secretary a
person designated by the chairman of the meeting shall act as secretary of the  
meeting.                                                                        

 SECTION 1.06.  Quorum.  At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast a majority of the votes     
thereat shall constitute a quorum; but this section shall not affect any        
requirement under statute or under the Charter of the Corporation for the vote  
necessary for the adoption of any measure. In the absence of a quorum, the      
stockholders present in person or by proxy, by majority vote and without further
notice, may adjourn the meeting from time to time to a date not more than 120   
days after the original record date until a quorum shall attend. At any such    
adjourned meeting at which a quorum shall be present, any business may be       
transacted which might have been transacted at the meeting as originally        
notified.                                                                       

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     SECTION 1.07.  Votes Required.  Unless applicable law or the Charter of the
Corporation provides otherwise, at a meeting of stockholders, the vote of a     
majority of the votes entitled to be cast at a meeting, duly called and at which
a quorum is present, shall be required to take or authorize action upon any     
matter which may properly come before the meeting. Unless the Charter provides  
for a greater or lesser number of votes per share or limits or denies voting    
rights, each outstanding share of stock, regardless of class, shall be entitled 
to one vote on each matter submitted to a vote at a meeting of stockholders; but
no share shall be entitled to any vote if any installment payable thereon is    
overdue and unpaid.                                                             

    SECTION 1.08.  Proxies.  A stockholder may vote the shares owned of record
by him or her either in person or by proxy executed in writing by the           
stockholder or by his or her duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from its date, unless otherwise provided in the  
proxy. Every proxy shall be in writing, subscribed by the stockholder or his or 
her duly authorized attorney, and dated, but need not be sealed, witnessed or   
acknowledged.                                                                   

  SECTION 1.09.  List of Stockholders.  At each meeting of stockholders, a
true and complete list of all stockholders entitled to vote at such meeting,    
stating the number and class of shares held by each, shall be furnished by the  
Secretary.                                                                      

SECTION 1.10.  Inspectors of Election.  In advance of any meeting of  
stockholders, the Board of Directors may appoint Inspectors of Election to act  
at such meeting or at any adjournment or adjournments thereof. If such          
Inspectors are not so appointed or fail or refuse to act, the chairman of any   
such meeting, upon the demand of stockholders present in person or by proxy     
entitled to cast 25% of all the votes entitled to be cast at the meeting, shall 
make such appointments.                                                         

     If there are three (3) or more Inspectors of Election, the decision, act or
certificate of a majority shall be effective in all respects as the decision,   
act or certificate of all. The Inspectors of Election shall determine the number
of shares outstanding, the voting power of each, the shares represented at the  
meeting, the existence of a quorum, the authenticity, validity and effect of    
proxies; shall receive votes, ballots, assents or consents, hear and determine  
all challenges and questions in any way arising in connection with the vote,    
count and tabulate all votes, assents and consents, and determine the result;   
and do such acts as may be proper to conduct the election and the vote with     
fairness to all stockholders. On request, the Inspectors shall make a report in 
writing of any challenge, question or matter determined by them, and shall make 
and execute a certificate of any fact found by them.                            

No such Inspector need be a stockholder of the Corporation.           

SECTION 1.11.  Director Nominations and Stockholder Business.         

(a) Nominations and Stockholder Business at Annual Meetings of        
Stockholders.  Nominations of persons for election to the Board of Directors of 
the Corporation and the proposal of business to be considered by the            
stockholders may be made at an annual meeting of stockholders (i) pursuant to   
the Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who was a stockholder  
of record at the time of giving of notice provided for in this Section 1.11(a), 
who is entitled to vote at the meeting and who complied with the notice         
procedures set forth in this Section 1.11(a).                                   

   For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this      
Section 1.11, the stockholder must have given timely notice thereof in writing  
to the Secretary of the Corporation. To be timely, a stockholder's notice shall 
be delivered to the Secretary at the principal executive offices of the         
Corporation not less than sixty (60) days nor more than ninety (90) days prior  
to the first anniversary of the preceding year's annual meeting; provided,      
however, that in the event that the date of the annual meeting is advanced by   
more than thirty (30) days or delayed by more than sixty (60) days from such    
anniversary date, notice by the stockholder to be timely must be so delivered   
not earlier than the 90th day prior to such annual meeting and not later than   
the close of business on the later of the 60th day prior to such annual meeting 
or the 10th day following the day on which public announcement of the date of   
such meeting is first made. Such stockholder's notice shall set forth (i) as to 
each person whom the stockholder proposes to nominate for election or reelection
as a director, (A) the name, age, business                                      

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address and residence address of such person, (B) the class and number of shares
of capital stock of the Corporation that are beneficially owned by such person, 
and (C) all other information relating to such person that is required to be    
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A (or any successor provision)  
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")      
(including such person's written consent to being named in the proxy statement  
as a nominee and to serving as a director if elected); (ii) as to any other     
business that the stockholder proposes to bring before the meeting, a brief     
description of the business desired to be brought before the meeting, the       
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose    
behalf the proposal is made; and (iii) as to the stockholder giving the notice  
and the beneficial owner, if any, on whose behalf the nomination or proposal is 
made, the name and address of such stockholder, as they appear on the           
Corporation's books, and of such beneficial owner and the class and number of   
shares of stock of the Corporation which are owned beneficially and of record by
such stockholder and such beneficial owner.                                     

    Notwithstanding anything in this paragraph (a) of this Section 1.11 to the
contrary, in the event that Section 2.02 of these Bylaws is amended, altered or 
repealed so as to increase or decrease the maximum or minimum number of         
directors and there is no public announcement of such action at least seventy   
(70) days prior to the first anniversary of the preceding year's annual meeting,
a stockholder's notice required by this Section 1.11(a) shall also be considered
timely, but only with respect to nominees for director, if it shall be delivered
to the Secretary at the principal executive offices of the Corporation not later
than the close of business on the 10th day following the day on which such      
public announcement is first made by the Corporation.                           

  (b) Director Nominations and Stockholder Business at Special Meetings of
Stockholders.  Only such business shall be conducted at a special meeting of    
stockholders as shall have been brought before the meeting pursuant to the      
Corporation's notice of meeting. Nominations of persons for election to the     
Board of Directors may be made at a special meeting of stockholders at which    
directors are to be elected pursuant to the Corporation's notice of meeting (i) 
by or at the direction of the Board of Directors or (ii) provided that the Board
of Directors has determined that directors shall be elected at such special     
meeting, by any stockholder of the Corporation who is a stockholder of record at
the time of giving of notice provided for in this Section 1.11, who is entitled 
to vote at the meeting and who complied with the notice procedures set forth in 
this Section 1.11. In the event the Corporation calls a special meeting of      
stockholders for the purpose of electing one or more directors to the Board, any
such stockholder may nominate a person or persons (as the case may be) for      
election to such position(s) as specified in the Corporation's notice of        
meeting, if the stockholder's notice required by paragraph (a) of this Section  
1.11 shall be delivered to the Secretary at the principal executive offices of  
the Corporation not earlier than the 90th day prior to such special meeting and 
not later than the close of business on the later of the 60th day prior to such 
special meeting or the 10th day following the day on which public announcement  
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.                           

  (c) General.  Only such persons who are nominated in accordance with the
procedures set forth in this Section 1.11 shall be eligible to serve as         
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures 
set forth in this Section 1.11. The presiding officer of the meeting shall have 
the power and duty to determine whether a nomination or any business proposed to
be brought before the meeting was made in accordance with the procedures set    
forth in this Section 1.11 and, if any proposed nomination or business is not in
compliance with this Section 1.11, to declare that such defective nomination or 
proposal be disregarded.                                                        

For purposes of this Section 1.11, "public announcement" shall mean   
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable news service or in a document publicly filed by the         
Corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.                                                

Notwithstanding the foregoing provisions of this Section 1.11, a      
stockholder shall also comply with all applicable requirements of state law and 
of the Exchange Act and the rules and regulations thereunder with               

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respect to the matters set forth in this Section 1.11. Nothing in this Section  
1.11 shall be deemed to affect any rights of stockholders to request inclusion  
of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 (or any
successor provision) under the Exchange Act.                                    

ARTICLE II

BOARD OF DIRECTORS

   SECTION 2.01.  Powers.  The business and affairs of the Corporation shall
be managed under the direction of its Board of Directors. The Board of Directors
may exercise all the powers of the Corporation, except such as are by statute or
the Charter or the Bylaws conferred upon or reserved to the stockholders.       

SECTION 2.02.  Number of Directors.  The number of directors of the   
Corporation shall be not less than four (4) nor more than twenty-four (24). By  
vote of a majority of the Board of Directors, the number of directors may be    
increased or decreased, from time to time, within the limits above specified;   
provided, however, that except as set forth in the Charter of the Corporation,  
the tenure of office of a director shall not be affected by any decrease in the 
number of directors so made by the Board.                                       

   SECTION 2.03.  Election of Directors.  Except as set forth in the Charter
of the Corporation, the members of the Board of Directors shall be elected each 
year at the annual meeting of stockholders, and each director shall hold office 
until the next annual meeting of stockholders held after his or her election and
until his or her successor will have been elected and qualified. No person,     
other than a person granted an exemption from this provision by the Board of    
Directors on or before March 15, 1995, shall be eligible to be elected as a     
director for a term which expires after the first annual meeting of stockholders
after he or she reaches the age of 70 years.                                    

SECTION 2.04.  Chairman of the Board.  The Board of Directors shall   
designate from its membership a Chairman of the Board, who shall have such      
powers and perform such duties as may be prescribed by these Bylaws and assigned
to him or her by the Board of Directors pursuant to Section 4.02.               

SECTION 2.05.  Removal.  Any director or the Board of Directors may be
removed from office as a director at any time, but only for cause, by the       
affirmative vote at a duly called meeting of stockholders of at least 80% of the
votes which all holders of the then outstanding shares of capital stock of the  
Corporation would be entitled to cast at an annual election of directors, voting
together as a single class.                                                     

    SECTION 2.06.  Vacancies.  Vacancies in the Board of Directors, except for
vacancies resulting from an increase in the number of directors, shall be filled
only by a majority vote of the remaining directors then in office, though less  
than a quorum, except that vacancies resulting from removal from office by a    
vote of the stockholders may be filled by the stockholders at the same meeting  
at which such removal occurs. Vacancies resulting from an increase in the number
of directors shall be filled only by a majority vote of the Board of Directors. 
Any director elected to fill a vacancy shall hold office until the next annual  
meeting of stockholders and until his or her successor will have been elected   
and qualified.                                                                  

 SECTION 2.07.  Regular Meetings.  After each meeting of stockholders at
which a Board of Directors, or any class thereof, shall have been elected, the  
Board of Directors shall meet as soon as practicable for the purpose of         
organization and the transaction of other business, at such time and place      
within or without the State of Maryland as may be designated by the Board of    
Directors. Other regular meetings of the Board of Directors shall be held on    
such dates and at such places within or without the State of Maryland as may be 
designated from time to time by the Board of Directors.                         

SECTION 2.08.  Special Meetings.  Special meetings of the Board of    
Directors may be called at any time, at any place, and for any purpose by the   
Chairman of the Board, the President, the Chairman of the Executive Committee,  
any three (3) directors, or by any officer of the Corporation upon the request  
of a majority of the Board.                                                     

   SECTION 2.09.  Notice of Meetings.  Notice of the place, day, and hour of
every regular and special meeting of the Board of Directors shall be given to   
each director twenty-four (24) hours (or more) before the                       

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meeting, by telephoning the notice to such director, or by delivering the notice
to him or her personally, or by sending the notice to him or her by telegraph,  
or by facsimile, or by leaving the notice at his or her residence or usual place
of business, or, in the alternative, by mailing such notice three (3) days (or  
more) before the meeting, postage prepaid, and addressed to him or her at his or
her last known post office address, according to the records of the Corporation.
If mailed, such notice shall be deemed to be given when deposited in the United 
States mail, properly addressed, with postage thereon prepaid. If notice be     
given by telegram or by facsimile, such notice shall be deemed to be given when 
the telegram is delivered to the telegraph company or when the facsimile is     
transmitted. If the notice be given by telephone or by personal delivery, such  
notice shall be deemed to be given at the time of the communication or delivery.
Unless required by these Bylaws or by resolution of the Board of Directors, no  
notice of any meeting of the Board of Directors need state the business to be   
transacted thereat. No notice of any meeting of the Board of Directors need be  
given to any director who attends or to any director who, in a writing executed 
and filed with the records of the meeting either before or after the holding    
thereof, waives such notice. Any meeting of the Board of Directors, regular or  
special, may adjourn from time to time to reconvene at the same or some other   
place, and no further notice need be given of any such adjourned meeting.       

SECTION 2.10.  Presence at Meeting.  Members of the Board, or of any  
committee thereof, may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating 
in the meeting can hear each other at the same time. Participation in this      
manner shall constitute presence in person at the meeting.                      

   SECTION 2.11.  Presiding Officer and Secretary at Meetings.  Each meeting
of the Board of Directors shall be presided over by the Chairman of the Board of
Directors or in his or her absence by the President or if neither is present by 
such member of the Board of Directors as shall be chosen by the meeting. The    
Secretary, or in his or her absence an Assistant Secretary, shall act as        
secretary of the meeting, or if no such officer is present, a secretary of the  
meeting shall be designated by the person presiding over the meeting.           

SECTION 2.12.  Quorum.  At all meetings of the Board of Directors, a  
majority of the Board of Directors shall constitute a quorum for the transaction
of business. Except in cases in which it is by statute, by the Charter, or by   
the Bylaws otherwise provided, the vote of a majority of such quorum at a duly  
constituted meeting shall be sufficient to pass any measure. In the absence of a
quorum, the directors present by majority vote and without notice other than by 
announcement may adjourn the meeting from time to time until a quorum shall be  
present. At any such adjourned meeting at which a quorum shall be present, any  
business may be transacted which might have been transacted at the meeting as   
originally notified.                                                            

     SECTION 2.13.  Compensation.  Directors shall not receive any stated salary
for their services as Directors but, by resolution of the Board of Directors,   
annual retainers, fees and expenses of attendance, if any, may be provided to   
Directors for attendance at each annual, regular or special meeting of the Board
of Directors or of any committee thereof; but nothing contained herein shall be 
construed to preclude any Director from serving the Corporation in any other    
capacity and receiving compensation therefor.                                   

  SECTION 2.14.  Voting of Shares by Certain Holders.  Notwithstanding any
other provision of the Charter of the Corporation or these Bylaws, Title 3,     
Subtitle 7 of the Corporations and Associations Article of the Annotated Code of
Maryland (or any successor statute) shall not apply to any acquisition by       
General Electric Company of shares of stock of the Corporation.                 

ARTICLE III 

COMMITTEES

    SECTION 3.01.  Executive Committee.  The Board of Directors, by resolution
adopted by a majority of the Board of Directors, may provide for an Executive   
Committee of two (2) or more directors. If provision be made for an Executive   
Committee, the members thereof shall be elected by the Board of Directors to    
serve at the pleasure of the Board of Directors. Unless a Chairman of the Board 
shall have been selected by the Board of Directors, the President shall act as  
chairman thereof. During the intervals between the meetings of the Board of     
Directors, the Executive Committee shall possess and may exercise such powers in
the management                                                                  

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of the business and affairs of the Corporation as may be authorized by the Board
of Directors, subject to applicable law. All action by the Executive Committee  
shall be reported to the Board of Directors at its meeting next succeeding such 
action, and shall be subject to revision and alteration by the Board of         
Directors. Vacancies in the Executive Committee shall be filled by the Board of 
Directors.                                                                      

 SECTION 3.02.  Finance Committee.  The Board of Directors by resolution
adopted by a majority of the Board of Directors may provide for a Finance       
Committee of three (3) or more directors. If provision is made for a Finance    
Committee, the members of the Finance Committee shall be elected by the Board of
Directors to serve at the pleasure of the Board of Directors. The Board of      
Directors shall designate from among the membership of the Finance Committee a  
chairman. During the intervals between the meetings of the Board of Directors,  
the Finance Committee shall, except when such powers are by statute or the      
Charter or the Bylaws either reserved to the full Board of Directors or         
delegated to another committee of the Board of Directors, possess and may       
exercise all of the powers of the Board of Directors in the management of the   
financial affairs of the Corporation, including but not limited to establishing 
bank lines of credit or other short-term borrowing arrangements and investing   
excess working capital funds on a short-term basis. The Finance Committee will  
review all proposed changes to the capital structure of the Corporation,        
including the incurrence of long-term indebtedness and the issuance of          
additional equity securities, and will make suitable recommendations to the     
Board of Directors. It will likewise review on an annual basis the proposed     
capital expenditure and contributions budgets of the Corporation and make       
recommendations to the Board of Directors for their adoption. It will review the
financial impact of the implementation of all compensation and employee benefit 
plans and of any amendments or modifications thereto, will approve the actuarial
assumptions and financial policies pertaining to the investment of funds related
to such plans, and it will further review such plans to ensure that they are    
operated in accordance with existing legal requirements and sound financial     
principles. All action by the Finance Committee shall be reported to the Board  
of Directors at its meeting next succeeding such action and shall be subject to 
revision and alteration by the Board of Directors. Vacancies in the Finance     
Committee shall be filled by the Board of Directors.                            

SECTION 3.03.  Audit and Ethics Committee.  The Board of Directors by 
resolution adopted by a majority of the Board of Directors shall provide for an 
Audit and Ethics Committee of three or more directors who are not officers or   
employees of the Corporation, and who are otherwise independent of management   
and free from any relationship that, in the opinion of the Board of Directors,  
would interfere with the exercise of the independent judgment of each member as 
a Committee member. The members of the Audit and Ethics Committee shall be      
elected by the Board of Directors to serve at the pleasure of the Board of      
Directors. The Board of Directors shall designate from among the membership of  
the Audit and Ethics Committee a chairman. The Audit and Ethics Committee shall,
except when such powers are by statute or the Charter or the Bylaws either      
reserved to the full Board of Directors or delegated to another committee of the
Board of Directors, possess and may exercise the powers of the Board of         
Directors relating to all accounting and auditing matters of this Corporation.  
The Audit and Ethics Committee shall recommend to the Board of Directors the    
selection of and monitor the independence of the independent public accountants 
for this Corporation and prior to the end of the Corporation's fiscal year shall
review the scope and timing of the work to be performed and the compensation to 
be paid to the accountants selected by the Board; review with the Corporation's 
management and the independent public accountants the financial accounting and  
reporting principles appropriate for the Corporation, the policies and          
procedures concerning audits, accounting and financial controls, and any        
recommendations to improve existing practices, and the qualifications and work  
of the Corporation's internal auditing staff; review with the Corporation's     
independent public accountants the results of their audit and their report      
including any changes in accounting principles and any significant amendments;  
and shall meet with the Corporation's internal audit department representative  
to review the plan and scope of work of the internal auditing staff. The        
Committee shall hold quarterly meetings, and shall separately meet in executive 
session, with the Corporation's independent public accountants and internal     
audit department representative to review and resolve all matters of concern    
presented to the Committee. The Committee shall monitor compliance with the Code
of Ethics and Standards of Conduct and shall review and resolve all matters of  
concern presented to it by the Corporate Ethics Committee or the Corporate      
Ethics Office. The Committee shall review and monitor the adequacy of the       
Corporation's policies and procedures, as well as the organizational structure, 
for ensuring compliance with environmental laws and regulations; review,        

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at least annually, the Corporation's record of compliance with environmental    
laws and regulations and the policies and procedures relating thereto; review   
with the Corporation's management significant environmental litigation and      
regulatory proceedings in which the Corporation is or may become involved; and  
review the accounting and financial reporting issues, including the adequacy of 
disclosure, for all environmental matters. The Committee shall have the power to
investigate any matter falling within its jurisdiction, and it shall also       
perform such other functions and exercise such other powers as may be delegated 
to it from time to time by the Board of Directors. All action by the Audit and  
Ethics Committee shall be reported to the Board of Directors at its meeting next
succeeding such action and shall be subject to revision and alteration by the   
Board of Directors. Vacancies in the Audit and Ethics Committee shall be filled 
by the Board of Directors.                                                      

SECTION 3.04.  Compensation Committee.  The Board of Directors by     
resolution adopted by a majority of the Board of Directors may provide for a    
Compensation Committee of three (3) or more directors who are not officers or   
employees of the Corporation. If provision is made for a Compensation Committee,
the members of the Compensation Committee shall be elected by the Board of      
Directors to serve at the pleasure of the Board of Directors. The Board of      
Directors shall designate from among the membership of the Compensation         
Committee a chairman. The Compensation Committee shall recommend to the Board of
Directors the compensation to be paid for services of elected officers of the   
Corporation. The Compensation Committee shall have the power to fix the         
compensation of all employees, except elected officers, whose compensation is at
such rate as may be established by resolution of the Board of Directors from    
time to time and to approve the benefits provided by any bonus, supplemental,   
and special compensation plans, including pension, insurance, and health plans, 
except such powers as are by statute or the Charter or the Bylaws reserved to   
the full Board of Directors. The Compensation Committee shall serve as the Stock
Option Committee of the Board, and it shall also perform such other functions   
and exercise such other powers as may be delegated to it from time to time by   
the Board of Directors. All action by the Compensation Committee shall be       
reported to the Board of Directors at its meeting next succeeding such action   
and shall be subject to revision and alteration by the Board of Directors.      
Vacancies in the Compensation Committee shall be filled by the Board of         
Directors.                                                                      

    SECTION 3.05.  Nominating Committee.  The Board of Directors by resolution
adopted by a majority of the Board of Directors may provide for a Nominating    
Committee of three (3) or more Directors who are not officers or employees of   
the Corporation. If provision is made for a Nominating Committee, the members of
the Nominating Committee shall be elected by the Board of Directors to serve at 
the pleasure of the Board of Directors. The Board of Directors shall designate  
from among the membership of the Nominating Committee a committee chairman. The 
Nominating Committee shall make recommendations to the Board of Directors       
concerning the fees and compensation for directors, the composition of the Board
including its size and the qualifications for membership, and the Nominating    
Committee shall recommend to the Board of Directors nominees for election to    
fill any vacancy occurring in the Board and to fill new positions created by an 
increase in the authorized number of directors of the Corporation. Annually the 
Nominating Committee shall recommend to the Board of Directors a slate of       
directors to serve as management's nominees for election by the stockholders at 
the annual meeting. Vacancies in the Nominating Committee shall be filled by the
Board of Directors.                                                             

    SECTION 3.06.  Other Committees.  The Board of Directors may by resolution
provide for such other standing or special committees, composed of two (2) or   
more directors, and discontinue the same at its pleasure. Each such committee   
shall have such powers and perform such duties, not inconsistent with law, as   
may be assigned to it by the Board of Directors.                                

SECTION 3.07.  Meetings of Committees.  Each committee of the Board of
Directors shall fix its own rules of procedure, consistent with the provisions  
of any rules or resolutions of the Board of Directors governing such committee, 
and shall meet as provided by such rules or by resolution of the Board of       
Directors, and it shall also meet at the call of its chairman or any two (2)    
members of such committee. Unless otherwise provided by such rules or by such   
resolution, the provisions of the article of these Bylaws entitled the "Board of
Directors" relating to the place of holding and notice required of meetings of  
the Board of Directors shall govern committees of the Board of Directors. A     
majority of each committee shall constitute a quorum thereof; provided, however,
that in the absence of any member of such committee, the members thereof present
at any                                                                          

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meeting, whether or not they constitute a quorum, may appoint a member of the   
Board of Directors to act in the place of such absent member. Except in cases in
which it is otherwise provided by the rules of such committee or by resolution  
of the Board of Directors, the vote of a majority of such quorum at a duly      
constituted meeting shall be sufficient to pass any measure.                    

ARTICLE IV

OFFICERS

SECTION 4.01.  Executive Officers -- Election and Term of Office.  The
Executive Officers of the Corporation shall be a Chairman of the Board, a       
President, such number of Vice Presidents as the Board of Directors may         
determine, a Secretary and a Treasurer. The Chairman of the Board and the       
President shall be chosen from among the Directors. The Executive Officers shall
be elected annually by the Board of Directors at its first meeting following    
each annual meeting of stockholders and each such officer shall hold office     
until the corresponding meeting of the Board of Directors in the next year and  
until his or her successor shall have been duly chosen and qualified or until   
his or her death or until he or she shall have resigned, or shall have been     
removed from office in the manner provided in this Article IV. Any vacancy in   
any of the above offices may be filled for the unexpired portion of the term by 
the Board of Directors at any regular or special meeting.                       

SECTION 4.02.  Chairman of the Board.  The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors.      
Unless the Board of Directors provides otherwise, the Chairman of the Board     
shall be the Chief Executive Officer of the Corporation. Subject to the         
authority of the Board of Directors, he or she shall have general charge and    
supervision of the business and affairs of the Corporation. He or she may sign  
with the Secretary or an Assistant Secretary certificates of stock of the       
Corporation. He or she shall have the authority to sign and execute in the name 
of the Corporation all deeds, mortgages, bonds, contracts or other instruments. 
He or she shall have the authority to vote stock in other corporations, and he  
or she shall perform such other duties of management as may be prescribed by a  
resolution or resolutions or as otherwise may be assigned to him or her by the  
Board of Directors. He or she shall have the authority to delegate such         
authorization and power as vested in him or her by these Bylaws to some other   
officer or employee or agent of the Corporation as he or she shall deem         
appropriate.                                                                    

SECTION 4.03.  President.  The President shall be the Chief Operating 
Officer of the Corporation. He or she shall have general charge and supervision 
of the operations of the Corporation and shall have such other powers and duties
of management as from time to time may be assigned to him or her by the Board of
Directors or the Chief Executive Officer.                                       

     SECTION 4.04.  Vice Presidents.  The Corporation shall have one (1) or more
Vice Presidents, including Executive and Senior Vice Presidents as appropriate, 
as elected from time to time by the Board of Directors. The Vice Presidents     
shall perform such duties as from time to time may be assigned to them by the   
President or the Chief Executive Officer.                                       

   SECTION 4.05.  Secretary.  The Secretary shall attend all meetings of the
stockholders and of the Board of Directors and record all votes and minutes or  
proceedings, in books provided for that purpose; shall see that all notices of  
such meetings are duly given in accordance with the provisions of the Bylaws of 
the Corporation, or as required by law; may sign certificates of stock of the   
Corporation with the Chairman of the Board; shall be custodian of the corporate 
seal; shall see that the corporate seal is affixed to all documents, the        
execution of which, on behalf of the Corporation, under its seal, is duly       
authorized, and when so affixed may attest the same; and in general, shall      
perform all duties incident to the office of a secretary of a corporation, and  
such other duties as from time to time may be assigned to the Secretary by the  
Chairman of the Board.                                                          

SECTION 4.06.  Treasurer.  The Treasurer shall have charge of and be  
responsible for all funds, securities, receipts and disbursements of the        
Corporation, and shall deposit, or cause to be deposited, in the name of the    
Corporation, all monies or other valuable effects in such banks, trust          
companies, or other depositories as shall, from time to time, be selected by the
Board of Directors; and in general, shall render such reports and perform such  
other duties incident to the office of a treasurer of a corporation, and such   
other duties as from time to time may be assigned to him or her by the          
President.                                                                      

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SECTION 4.07.  Subordinate Officers.  The subordinate officers shall  
consist of such assistant officers and agents as may be deemed desirable and as 
may be appointed by the Chief Executive Officer or the President. Each such     
subordinate officer shall hold office for such period, have such authority and  
perform such duties as the Chief Executive Officer or the President may         
prescribe.                                                                      

SECTION 4.08.  Other Officers and Agents.  The Board of Directors may 
create such other offices and appoint or provide for the appointment of such    
other officers and agents, attorneys-in-fact and employees as it shall deem     
necessary, who shall bear such titles, have such authority, receive such        
compensation, and provide such security for faithful service and hold their     
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.                

    SECTION 4.09.  When Duties of an Officer May Be Delegated.  In the case of
the absence or disability of an officer of the Corporation or for any other     
reason that may seem sufficient to the Board of Directors, the Board of         
Directors, or any officer designated by it, may, for the time being, delegate   
such officer's duties and powers to any other person.                           

  SECTION 4.10.  Officers Holding Two or More Offices.  Any two (2) of the
above mentioned offices, except those of President and a Vice President, may be 
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument be required by law, by 
the Charter or by these Bylaws, to be executed, acknowledged or verified by any 
two (2) or more officers.                                                       

  SECTION 4.11.  Compensation.  The Board of Directors shall have power to
fix the compensation of all officers and employees of the Corporation.          

    SECTION 4.12.  Resignations.  Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or the Secretary of
the Corporation. Any such resignation shall take effect simultaneously with or  
at any time subsequent to its delivery as shall be specified therein; and,      
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.                                              

 SECTION 4.13.  Removal.  Any officer of the Corporation may be removed,
with or without cause, by the Board of Directors, if such removal is determined 
in the judgment of the Board of Directors to be in the best interests of the    
Corporation, and any officer of the Corporation duly appointed by another       
officer may be removed, with or without cause, by such officer.                 

ARTICLE V 

STOCK 

SECTION 5.01.  Certificates.  Each stockholder shall be entitled to a 
certificate or certificates which shall represent and certify the number and    
kind of shares of stock owned by him or her in the Corporation. Such            
certificates shall be signed by the Chairman of the Board and countersigned by  
the Secretary or an Assistant Secretary, and sealed with the seal of the        
Corporation or a facsimile of such seal. Stock certificates shall be in such    
form, not inconsistent with law or with the Charter, as shall be approved by the
Board of Directors. When certificates for stock of any class are countersigned  
by a transfer agent, other than the Corporation or its employee, or by a        
registrar, other than the Corporation or its employee, any other signature on   
such certificates may be a facsimile. In case any officer of the Corporation who
has signed any certificate ceases to be an officer of the Corporation, whether  
because of death, resignation or otherwise, before such certificate is issued,  
the certificate may nevertheless be issued and delivered by the Corporation as  
if the officer had not ceased to be such officer as of the date of its issue.   

   SECTION 5.02.  Transfer of Shares.  Shares of stock shall be transferable
only on the books of the Corporation only by the holder thereof, in person or by
duly authorized attorney, upon the surrender of the certificate representing the
shares to be transferred, properly endorsed. The Board of Directors shall have  
power and authority to make such other rules and regulations concerning the     
issue, transfer and registration of certificates of stock as it may deem        
expedient.                                                                      

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  SECTION 5.03.  Transfer Agents and Registrars.  The Corporation may have
one (1) or more transfer agents and one (1) or more registrars of its stock,    
whose respective duties the Board of Directors may, from time to time, define.  
No certificate of stock shall be valid until countersigned by a transfer agent, 
if the Corporation has a transfer agent, or until registered by a registrar, if 
the Corporation has a registrar. The duties of transfer agent and registrar may 
be combined.                                                                    

SECTION 5.04.  Stock Ledgers.  Original or duplicate stock ledgers,   
containing the names and addresses of the stockholders of the Corporation and   
the number of shares of each class held by them respectively, shall be kept at  
an office or agency of the Corporation in such city or town as may be designated
by the Board of Directors. If no other place is so designated such original or  
duplicate stock ledgers shall be kept at an office or agency of the Corporation 
in New York, New York or Bethesda, Maryland.                                    

     SECTION 5.05.  Record Dates.  The Board of Directors is hereby empowered to
fix, in advance, a date as the record date for the purpose of determining       
stockholders entitled to notice of, or to vote at, any meeting of stockholders, 
or stockholders entitled to receive payment of any dividend or the allotment of 
any rights, or in order to make a determination of stockholders for any other   
proper purpose. Such date in any case shall be not more than ninety (90) days   
and, in case of a meeting of stockholders, not less than thirty (30) days, prior
to the date on which the particular action, requiring such determination of     
stockholders, is to be taken. If a record date is not set and the transfer books
are not closed, the record date for the purpose of making any proper            
determination with respect to stockholders shall be fixed in accordance with    
applicable law.                                                                 

     SECTION 5.06.  New Certificates.  In case any certificate of stock is lost,
stolen, mutilated or destroyed, the Board of Directors may authorize the issue  
of a new certificate in place thereof upon such terms and conditions as it may  
deem advisable; or the Board of Directors may delegate such power to any officer
or officers or agents of the Corporation; but the Board of Directors or such    
officer or officers, in their discretion, may refuse to issue such new          
certificate save upon the order of some court having jurisdiction in the        
premises.                                                                       

ARTICLE VI

INDEMNIFICATION 

    SECTION 6.01.  Indemnification of Directors, Officers, and Employees.  The
Corporation shall indemnify and hold harmless to the fullest extent permitted   
by, and under, applicable law as it presently exists and as is further set forth
in Section 6.02 below or as may hereafter be amended any person who is or was a 
director, officer or employee of the Corporation or who is or was serving at the
request of the Corporation as a director, officer or employee of another        
corporation or entity (including service with employee benefit plans), who by   
reason of this status or service in that capacity was, is, or is threatened to  
be made a party or is otherwise involved in any action, suit or proceeding,     
whether civil, criminal, administrative, or investigative. Such indemnification 
shall be against all liability and loss suffered and expenses (including, but   
not limited to, attorneys' fees, judgments, fines, penalties, and amounts paid  
in settlement) actually and reasonably incurred by the individual in connection 
with such proceeding; provided, however, that the Corporation shall not be      
required to indemnify a person in connection with an action, suit or proceeding 
initiated by such person unless the action, suit or proceeding was authorized by
the Board of Directors of the Corporation.                                      

   SECTION 6.02.  Standard.  Maryland General Corporation Law Section 2-418,
on August 29, 1994, provided generally that a corporation may indemnify any     
individual made a party to a proceeding by reason of service on behalf of the   
corporation unless it is established that:                                      

        (i) The act or omission of the individual was material to the matter
giving rise to the proceeding; and                                    

(1) Was committed in bad faith; or                    

    (2) Was the result of active and deliberate dishonesty; or

         (ii) The individual actually received an improper personal benefit in
money, property, or services; or                                      

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    (iii) In the case of any criminal proceeding, the individual had
reasonable cause to believe that the act or omission was unlawful.    

   SECTION 6.03.  Advance Payment of Expenses.  The Corporation shall pay or
reimburse reasonable expenses in advance of a final disposition of the          
proceeding and without requiring a preliminary determination of the ultimate    
entitlement to indemnification provided that the individual first provides the  
Corporation with: (a) a written affirmation of the individual's good faith      
belief that the individual meets the standard of conduct necessary for          
indemnification under the laws of the State of Maryland; and (b) a written      
undertaking by or on behalf of the individual to repay the amount advanced if it
shall ultimately be determined that the applicable standard of conduct has not  
been met.                                                                       

SECTION 6.04.  General.  The Board of Directors, by resolution, may   
authorize the management of the Corporation to act for and on behalf of the     
Corporation in all matters relating to indemnification within any such limits as
may be specified from time to time by the Board of Directors, all consistent    
with applicable law.                                                            

The rights conferred on any person by this Article VI shall not be    
exclusive of any other rights which such person may have or hereafter acquire   
under any statute, provision of the Charter of the Corporation, these Bylaws,   
agreement, vote of the stockholders or disinterested directors or otherwise.    

 Repeal or modification of this Article VI or the relevant law shall not
affect adversely any rights or obligations then existing with respect to any    
facts then or theretofore existing or any action, suit or proceeding theretofore
or thereafter brought or threatened based in whole or in part upon any such     
facts.                                                                          

ARTICLE VII 

SUNDRY PROVISIONS 

    SECTION 7.01.  Seal.  The corporate seal of the Corporation shall bear the
name of the Corporation and the words "Incorporated 1994 Maryland" and          
"Corporate Seal."                                                               

    SECTION 7.02.  Voting of Stock in Other Corporations.  Any shares of stock
in other corporations or associations, which may from time to time be held by   
the Corporation, may be represented and voted at any of the stockholders'       
meetings thereof by the Chairman or President of the Corporation or by proxy or 
proxies appointed by the Chairman or President of the Corporation. The Board of 
Directors or Chairman, however, may by resolution or delegation appoint some    
other person or persons to vote such shares, in which case such person or       
persons shall be entitled to vote such shares upon the production of a certified
copy of such resolution or delegation.                                          

     SECTION 7.03.  Amendments.  The Board of Directors shall have the exclusive
power, at any regular or special meeting thereof, to make and adopt new Bylaws, 
or to amend, alter, or repeal any Bylaws of the Corporation, provided such      
revisions are not inconsistent with the Charter or statute.                     

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                                                                       EXHIBIT C

PLAN AND AGREEMENT OF MERGER

THIS PLAN AND AGREEMENT OF MERGER dated as of August 29, 1994 is among
Martin Marietta Corporation, a Maryland corporation ("Martin Marietta"),        
Atlantic Sub, Inc., a Maryland corporation ("Atlantic Sub"), and Parent         
Corporation,* a Maryland corporation ("Parent"). Martin Marietta and Atlantic   
Sub are hereinafter sometimes collectively referred to as the Constituent       
Corporations.                                                                   

    All of the outstanding stock of Atlantic Sub is owned by Parent and all of
the outstanding stock of Parent is owned, in equal amounts, by Martin Marietta  
and by Lockheed Corporation, a Delaware corporation ("Lockheed"). Parent will be
authorized, at the time of the merger provided for herein, to issue 820,000,000 
shares of capital stock, of which 50,000,000 shares will be series preferred    
stock, $1.00 par value, 20,000,000 shares will be Series A Preferred Stock, par 
value $1.00, and 750,000,000 shares will be common stock, $1.00 par value       
("Parent Common Stock").                                                        

    This Plan and Agreement of Merger is being entered into pursuant to a Plan
and Agreement of Reorganization dated as of August 29, 1994 among Martin        
Marietta, Lockheed and Parent (the "Reorganization Agreement"). Capitalized     
terms used but not defined herein have the meanings given to them in the        
Reorganization Agreement.                                                       

ARTICLE I 

  1.1  On the Merger Date (as defined in paragraph 1.6) Atlantic Sub shall
merge into Martin Marietta (the "Atlantic Sub Merger") and the separate         
existence of Atlantic Sub shall cease. Martin Marietta shall be the surviving   
corporation in the Atlantic Sub Merger (hereinafter sometimes referred to as the
"Surviving Corporation") and its separate corporate existence, with all its     
purposes, objects, rights, privileges, powers and franchises, shall continue    
unaffected and unimpaired by the Atlantic Sub Merger.                           

1.2  The Surviving Corporation shall succeed to all of the rights,    
privileges, powers and franchises, as well of a public as of a private nature,  
of the Constituent Corporations, all of the properties and assets of the        
Constituent Corporations and all of the debts, choses in action and other       
interests due or belonging to the Constituent Corporations and shall be subject 
to, and responsible for, all of the debts, liabilities and duties of the        
Constituent Corporations with the effect set forth in the Maryland General      
Corporation Law.                                                                

     1.3  If, at any time after the Merger Date, the Surviving Corporation shall
consider or be advised that any deeds, bills of sale, assignments, assurances or
any other actions or things are necessary or desirable to vest, perfect or      
confirm of record or otherwise in the Surviving Corporation its right, title or 
interest in, to or under any of the rights, properties or assets of Atlantic Sub
acquired or to be acquired by the Surviving Corporation as a result of, or in   
connection with, the Atlantic Sub Merger or to otherwise carry out this Plan and
Agreement of Merger, the officers and directors of the Surviving Corporation    
shall and will be authorized to execute and deliver, in the name and on behalf  
of the Constituent Corporations or otherwise, all such deeds, bills of sale,    
assignments and assurances and to take and do, in the name and on behalf of the 
Constituent Corporations or otherwise, all such other actions and things as may 
be necessary or desirable to vest, perfect or confirm any and all right, title  
and interest in, to and under such rights, properties or assets in the Surviving
Corporation or to otherwise carry out this Plan and Agreement of Merger.        

     1.4  The Charter and the Bylaws of Martin Marietta, in each case as amended
to and including the Merger Date, shall be the Charter and Bylaws of the        
Surviving Corporation and shall thereafter continue to be its Charter and its   
Bylaws until changed as provided therein and by law.                            

     1.5  The directors and officers of Martin Marietta immediately prior to the
Merger Date shall be the directors and officers of the Surviving Corporation and
shall thereafter continue in office in accordance with the Charter and Bylaws of
the Surviving Corporation.                                                      

---------------                                                                 
* On October 3, 1994, the name Parent Corporation was changed to Lockheed Martin
Corporation.                                                            

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1.6  If this Plan and Agreement of Merger is duly approved by the     
stockholders of each of the Constituent Corporations in accordance with the     
Maryland General Corporation Law and the respective Charters and Bylaws of the  
Constituent Corporations and is not terminated under paragraph 3.1, Articles of 
Merger with respect to the Atlantic Sub Merger shall be promptly filed and      
recorded in accordance with the Maryland General Corporation Law. The Atlantic  
Sub Merger shall become effective at the time and date of such filing or at such
date and time otherwise specified in the Articles of Merger (such time and date 
are herein collectively referred to as the "Merger Date").                      

ARTICLE II

   2.1  On the Merger Date, by virtue of the Atlantic Sub Merger and without
further action by the holder thereof, each share of the common stock, par value 
$1.00 per share, of Atlantic Sub outstanding immediately prior thereto shall be 
converted into and become one share of the common stock, par value $1.00 per    
share, of the Surviving Corporation ("Surviving Corporation Common Stock").     

   2.2  On the Merger Date, by virtue of the Atlantic Sub Merger and without
further action by the holder thereof, each share of the Martin Marietta Common  
Stock outstanding immediately prior thereto (other than shares of Martin        
Marietta Common Stock owned by Lockheed or any Subsidiary of Lockheed, which    
shall be cancelled and cease to exist immediately upon the Merger Date) shall be
converted into and become one share of Parent Common Stock.                     

   2.3  On the Merger Date, by virtue of the Atlantic Sub Merger and without
further action by the holder thereof, each share of Martin Marietta Preferred   
Stock outstanding immediately prior thereto (other than shares of Martin        
Marietta Preferred Stock owned by Lockheed or any Subsidiary of Lockheed, which 
shall be cancelled and cease to exist immediately upon the Merger Date) shall be
converted into and become one share of Parent Preferred Stock.                  

    2.4  On and after the Merger Date, the holders of certificates theretofore
representing shares of Martin Marietta Common Stock (other than shares owned by 
Lockheed or any Subsidiary of Lockheed), on surrender of such certificates to an
agent or agents designated for that purpose by Parent, shall be entitled to     
receive in exchange therefor certificates representing the number of shares of  
Parent Common Stock into which the shares of Martin Marietta Common Stock       
theretofore represented by the surrendered certificates shall have been         
converted in the Atlantic Sub Merger; provided, however, that if any such holder
is not registered on the stock transfer records of Martin Marietta as the holder
of the shares of Martin Marietta Common Stock represented by a certificate so   
surrendered, such certificate shall be accompanied by all documents required to 
evidence such holder's rights to the shares represented thereby and by payment  
for any applicable stock transfer or other taxes.                               

    2.5  On and after the Merger Date, the holders of certificates theretofore
representing shares of Martin Marietta Preferred Stock (other than shares owned 
by Lockheed or any Subsidiary of Lockheed), on surrender of such certificates to
an agent or agents designated for that purpose by Parent, shall be entitled to  
receive in exchange therefor certificates representing the number of shares of  
Parent Preferred Stock into which the shares of Martin Marietta Preferred Stock 
theretofore represented by the surrendered certificates shall have been         
converted in the Atlantic Sub Merger; provided, however, that if any such holder
is not registered in the stock transfer records of Martin Marietta as the holder
of the shares of Martin Marietta Preferred Stock represented by a certificate so
surrendered, such certificate shall be accompanied by all documents required to 
evidence such holder's rights to the shares represented thereby and by payment  
for any applicable stock transfer or other taxes.                               

2.6  All shares of Parent Common Stock and Parent Preferred Stock into
which shares of Martin Marietta Common Stock and Martin Marietta Preferred Stock
are converted on the Merger Date pursuant to paragraphs 2.2 and 2.3,            
respectively, shall be deemed, for all corporate purposes, to have been issued  
by Parent on such Date. On and after such Date and prior to the surrender,      
pursuant to paragraphs 2.4 and 2.5, of any certificate theretofore representing 
shares of Martin Marietta Common Stock or Martin Marietta Preferred Stock, such 
certificate shall, for all corporate purposes (including, without limitation,   
entitlement to vote and                                                         

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to receipt of dividends), be treated as representing the number of shares of    
Parent Common Stock and Parent Preferred Stock into which such shares of Martin 
Marietta Common Stock or Martin Marietta Preferred Stock shall have been        
converted in the Atlantic Sub Merger. No holder of a certificate or certificates
which immediately prior to the Merger Date represented shares of Martin Marietta
Common Stock or Martin Marietta Preferred Stock shall be entitled to receive any
dividend or other distribution from Parent until surrender of such holder's     
certificate or certificates for a certificate or certificates representing      
shares of Parent Common Stock (in the case of holders of Martin Marietta Common 
Stock) or Parent Preferred Stock (in the case of holders of Martin Marietta     
Preferred Stock). Upon such surrender, there shall be paid to the holder the    
amount of any dividends or other distributions (without interest) which         
theretofore became payable, but which were not paid by reason of the foregoing, 
with respect to the number of whole shares of Parent Common Stock or Parent     
Preferred Stock, as the case may be, represented by the certificates issued upon
such surrender.                                                                 

ARTICLE III 

   3.1  Notwithstanding the approval and adoption of this Plan and Agreement
of Merger by the stockholders of Martin Marietta and Atlantic Sub, this Plan and
Agreement of Merger shall terminate forthwith in the event that the             
Reorganization Agreement shall be terminated as therein provided. In the event  
of the termination of this Plan and Agreement of Merger as provided above, this 
Plan and Agreement of Merger shall forthwith become void and there shall be no  
liability on the part of any of the parties hereto.                             

3.2  This Plan and Agreement of Merger shall not be amended other than
pursuant to an amendment to the Reorganization Agreement approved in the manner 
therein provided. If any such amendment to the Reorganization Agreement is so   
approved, any amendment to this Plan and Agreement of Merger required by such   
amendment to the Reorganization Agreement shall be effected by the parties      
hereto by action taken by their respective Boards of Directors.                 

3.3  This Plan and Agreement of Merger may be executed in one or more 
counterparts, all of which shall be considered one and the same agreement, and  
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to each of the other parties.                         

   3.4  This Plan and Agreement of Merger shall be governed by and construed
in accordance with the laws of the State of Maryland.                           

    IN WITNESS WHEREOF, this Plan and Agreement of Merger has been executed by
each of the parties hereto by their duly authorized officers, as of the date    
first above written.                                                            

[Signatures omitted]

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                                                                       EXHIBIT D

PLAN AND AGREEMENT OF MERGER

THIS PLAN AND AGREEMENT OF MERGER dated as of August 29, 1994 is among
Lockheed Corporation, a Delaware corporation ("Lockheed"), Pacific Sub, Inc., a 
Delaware corporation ("Pacific Sub"), and Parent Corporation,* a Maryland       
corporation ("Parent"). Lockheed and Pacific Sub are hereinafter sometimes      
collectively referred to as the Constituent Corporations.                       

   All of the outstanding stock of Pacific Sub is owned by Parent and all of
the outstanding stock of Parent is owned, in equal amounts, by Lockheed and by  
Martin Marietta Corporation, a Maryland corporation ("Martin Marietta"). Parent 
will be authorized, at the time of the merger provided for herein, to issue     
820,000,000 shares of capital stock of which 50,000,000 shares will be series   
preferred stock, $1.00 par value, 20,000,000 shares will be Series A Preferred  
Stock $1.00 par value, and 750,000,000 shares will be Common Stock, $1.00 par   
value ("Parent Common Stock").                                                  

    This Plan and Agreement of Merger is being entered into pursuant to a Plan
and Agreement of Reorganization dated as of August 29, 1994 among Martin        
Marietta, Lockheed and Parent (the "Reorganization Agreement"). Capitalized     
terms used but not defined herein have the meanings given to them in the        
Reorganization Agreement.                                                       

ARTICLE I 

 1.1  On the Merger Date (as defined in paragraph 1.6) Pacific Sub shall
merge into Lockheed (the "Pacific Sub Merger") and the separate existence of    
Pacific Sub shall cease. Lockheed shall be the surviving corporation in the     
Pacific Sub Merger (hereinafter sometimes referred to as the "Surviving         
Corporation") and its separate corporate existence, with all its purposes,      
objects, rights, privileges, powers and franchises, shall continue unaffected   
and unimpaired by the Pacific Sub Merger.                                       

1.2  The Surviving Corporation shall succeed to all of the rights,    
privileges, powers and franchises, as well of a public as of a private nature,  
of the Constituent Corporations, all of the properties and assets of the        
Constituent Corporations and all of the debts, choses in action and other       
interests due or belonging to the Constituent Corporations and shall be subject 
to, and responsible for, all of the debts, liabilities and duties of the        
Constituent Corporations with the effect set forth in the General Corporation   
Law of Delaware.                                                                

     1.3  If, at any time after the Merger Date, the Surviving Corporation shall
consider or be advised that any deeds, bills of sale, assignments, assurances or
any other actions or things are necessary or desirable to vest, perfect or      
confirm of record or otherwise in the Surviving Corporation its right, title or 
interest in, to or under any of the rights, properties or assets of Pacific Sub 
acquired or to be acquired by the Surviving Corporation as a result of, or in   
connection with, the Pacific Sub Merger or to otherwise carry out this Plan and 
Agreement of Merger, the officers and directors of the Surviving Corporation    
shall and will be authorized to execute and deliver, in the name and on behalf  
of the Constituent Corporations or otherwise, all such deeds, bills of sale,    
assignments and assurances and to take and do, in the name and on behalf of the 
Constituent Corporations or otherwise, all such other actions and things as may 
be necessary or desirable to vest, perfect or confirm any and all right, title  
and interest in, to and under such rights, properties or assets in the Surviving
Corporation or to otherwise carry out this Plan and Agreement of Merger.        

   1.4  The Certificate of Incorporation and the Bylaws of Lockheed, in each
case as amended to and including the Merger Date, shall be the Certificate of   
Incorporation and Bylaws of the Surviving Corporation and shall thereafter      
continue to be its Certificate of Incorporation and its Bylaws until changed as 
provided therein and by law.                                                    

     1.5  The directors and officers of Lockheed immediately prior to the Merger
Date shall be the directors and officers of the Surviving Corporation and shall 
thereafter continue in office in accordance with the Certificate of             
Incorporation and Bylaws of the Surviving Corporation.                          

---------------                                                                 
* On October 3, 1994, the name Parent Corporation was changed to Lockheed Martin
Corporation                                                                     

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1.6  If this Plan and Agreement of Merger is duly adopted by the      
stockholders of each of the Constituent Corporations in accordance with the     
Delaware General Corporation Law and the respective Certificates of             
Incorporation and Bylaws of the Constituent Corporations and is not terminated  
under paragraph 3.1, a Certificate of Merger with respect to the Pacific Sub    
Merger shall be promptly filed and recorded in accordance with the Delaware     
General Corporation Law. The Pacific Sub Merger shall become effective at the   
time and date of such filing or at such date and time otherwise specified in the
Certificate of Merger (such time and date are herein collectively referred to as
the "Merger Date").                                                             

ARTICLE II

  2.1  On the Merger Date, by virtue of the Pacific Sub Merger and without
further action by the holder thereof, each share of the common stock, par value 
$1.00 per share, of Pacific Sub outstanding immediately prior thereto shall be  
converted into and become one share of the common stock, par value $1.00 per    
share, of the Surviving Corporation ("Surviving Corporation Common Stock").     

  2.2  On the Merger Date, by virtue of the Pacific Sub Merger and without
further action by the holder thereof, each share of common stock, par value     
$1.00 per share, of Lockheed outstanding immediately prior thereto (other than  
shares of Lockheed Common Stock held in the treasury of Lockheed or owned by    
Martin Marietta or any Subsidiary of Martin Marietta, which shall be cancelled  
and cease to exist immediately upon the Merger Date) shall be converted into and
become the right to receive 1.63 shares of Parent Common Stock, except that if  
the application of such ratio would otherwise result in conversion into a       
fractional number of shares of Parent Common Stock, cash payments will be made  
to holders of Lockheed Common Stock in respect of such fractional share in an   
amount equal to such fractional part of a share of Parent Common Stock          
multiplied by the closing price of Parent Common Stock on the New York Stock    
Exchange on the last business day preceding the Merger Date if such stock is    
then being traded, including without limitation trading on a "when issued"      
basis, and otherwise shall be the closing price on the first business day that  
such stock is traded.                                                           

    2.3  On and after the Merger Date, the holders of certificates theretofore
representing shares of Lockheed Common Stock (other than shares held in the     
treasury of Lockheed or owned by Martin Marietta or any Subsidiary of Martin    
Marietta), on surrender of such certificates to an agent or agents designated   
for that purpose by Parent, shall be entitled to receive in exchange therefor   
certificates representing the number of shares of Parent Common Stock into which
the shares of Lockheed Common Stock theretofore represented by the surrendered  
certificates shall have been converted in the Pacific Sub Merger; provided,     
however, that if any such holder is not registered on the stock transfer records
of Lockheed as the holder of the shares of Lockheed Common Stock represented by 
a certificate so surrendered, such certificate shall be accompanied by all      
documents required to evidence such holder's rights to the shares represented   
thereby and by payment for any applicable stock transfer or other taxes.        

     2.4  All shares of Parent Common Stock into which shares of Lockheed Common
Stock are converted on the Merger Date pursuant to paragraph 2.2 shall be       
deemed, for all corporate purposes, to have been issued by Parent on such Date. 
On and after such Date and prior to the surrender, pursuant to paragraph 2.3, of
any certificate theretofore representing shares of Lockheed Common Stock, such  
certificate shall, for all corporate purposes (including, without limitation,   
entitlement to vote and to the receipt of dividends), be treated as representing
the number of shares of Parent Common Stock into which such shares of Lockheed  
Common Stock, as the case may be, shall have been converted in the Pacific Sub  
Merger. No holder of a certificate or certificates which immediately prior to   
the Merger Date represented shares of Lockheed Common Stock shall be entitled to
receive any dividend or other distribution from Parent until surrender of such  
holder's certificate or certificates for a certificate or certificates          
representing shares of Parent Common Stock. Upon such surrender, there shall be 
paid to the holder the amount of any dividends or other distributions (without  
interest) which theretofore became payable, but which were not paid by reason of
the foregoing, with respect to the number of whole shares of Parent Common Stock
represented by the certificates issued upon such surrender.                     

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ARTICLE III 

   3.1  Notwithstanding the approval and adoption of this Plan and Agreement
of Merger by the stockholders of Lockheed and Pacific Sub, this Plan and        
Agreement of Merger shall terminate forthwith in the event that the             
Reorganization Agreement shall be terminated as therein provided. In the event  
of the termination of this Plan and Agreement of Merger as provided above, this 
Plan and Agreement of Merger shall forthwith become void and there shall be no  
liability on the part of any of the parties hereto.                             

3.2  This Plan and Agreement of Merger may be amended to the extent   
permitted by applicable law, but only pursuant to an amendment to the           
Reorganization Agreement approved in the manner therein provided. If any such   
amendment to the Reorganization Agreement is so approved, any amendment to this 
Plan and Agreement of Merger required by such amendment to the Reorganization   
Agreement shall be effected by the parties hereto by action taken by their      
respective Boards of Directors.                                                 

3.3  This Plan and Agreement of Merger may be executed in one or more 
counterparts, all of which shall be considered one and the same agreement, and  
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to each of the other parties.                         

   3.4  This Plan and Agreement of Merger shall be governed by and construed
in accordance with the laws of the State of Delaware.                           

    IN WITNESS WHEREOF, this Plan and Agreement of Merger has been executed by
each of the parties hereto by their duly authorized officers, as of the date    
first above written.                                                            

[Signatures Omitted]

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                                                                     APPENDIX II

[MORGAN STANLEY LETTERHEAD] 

                                                                February 9, 1995

Board of Directors                                                              
Lockheed Corporation                                                            
4500 Park Granada Blvd.                                                         
Calabasas, CA 91399                                                             

Members of the Board:                                                           

We understand that Lockheed Martin Corporation ("Parent"), Lockheed   
Corporation ("Lockheed") and Martin Marietta Corporation ("Martin Marietta")    
have entered into an Agreement and Plan of Reorganization, dated as of August   
29, 1994, as amended as of February 7, 1995, and the related Plan and Agreement 
of Merger (collectively, the "Reorganization Agreement"), which provide, among  
other things, for Lockheed and Martin Marietta to cause Parent to form two      
wholly owned subsidiaries named Pacific Sub, Inc. ("Pacific Sub") and Atlantic  
Sub, Inc. ("Atlantic Sub") and for the merger of Pacific Sub into Lockheed and  
the merger of Atlantic Sub into Martin Marietta (the "Combination"). Pursuant to
the Combination, (i) Lockheed will become a wholly owned subsidiary of Parent   
and each issued and outstanding share of common stock, par value $1.00 per share
(the "Lockheed Common Stock") of Lockheed, other than shares of Lockheed Common 
Stock held in treasury or owned by Martin Marietta or any subsidiary of Martin  
Marietta, will be converted into the right to receive 1.630 (the "Lockheed      
Exchange Ratio") shares of common stock, par value $1.00 per share (the "Parent 
Common Stock") of Parent, and (ii) Martin Marietta will become a wholly owned   
subsidiary of Parent and each issued and outstanding share of common stock, par 
value $1.00 per share (the "Martin Marietta Common Stock") of Martin Marietta,  
other than shares of Martin Marietta Common Stock owned by Lockheed or any      
subsidiary of Lockheed, will be converted into the right to receive 1.000 share 
of Parent Common Stock and each issued and outstanding share of Series A        
Preferred Stock, par value $1.00 per share (the "Martin Marietta Preferred      
Stock") of Martin Marietta other than shares of Martin Marietta Preferred Stock 
owned by Lockheed or any affiliate of Lockheed, will be converted into and      
become one share of Series A Preferred Stock, par value $1.00 per share, of     
Parent. The terms and conditions of the Combination are more fully set forth in 
the Reorganization Agreement.                                                   

  You have asked for our opinion as to whether the Lockheed Exchange Ratio
pursuant to the Reorganization Agreement is fair from a financial point of view 
to the holders of shares of Lockheed Common Stock.                              

For purposes of the opinion set forth herein, we have:                

          (i) analyzed certain publicly available financial statements and other
information of Lockheed and Martin Marietta, respectively;            

 (ii) analyzed certain internal financial statements and other
 financial and operating data concerning Martin Marietta prepared by the
management of Martin Marietta;                                        

(iii) analyzed certain financial projections prepared by the
management of Martin Marietta;                                        

          (iv) discussed the past and current operations and financial condition
and the prospects of Martin Marietta with senior executives of Martin 
Marietta;                                                             

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          (v) analyzed certain internal financial statements and other financial
and operating data concerning Lockheed prepared by the management of  
Lockheed;                                                             

          (vi) analyzed certain financial projections prepared by the management
of Lockheed;                                                          

 (vii) discussed the past and current operations and financial
     condition and the prospects of Lockheed with senior executives of Lockheed,
     and analyzed the pro forma impact of the Combination on Lockheed's earnings
per share and consolidated capitalization;                            

    (viii) reviewed the reported prices and trading activity for the
   Lockheed Common Stock and the Martin Marietta Common Stock, respectively;

       (ix) discussed with the senior management of Lockheed their view of
     the strategic rationale for the Mergers and the benefits of the Combination
to Lockheed and to the holders of shares of Lockheed Common Stock;    

          (x) compared the financial performance of Lockheed and Martin Marietta
 and the prices and trading activity of Lockheed Common Stock and Martin
     Marietta Common Stock with that of certain other comparable publicly-traded
companies and their securities;                                       

        (xi) reviewed the financial terms, to the extent publicly available,
of certain comparable merger transactions;                            

(xii) participated in discussions and negotiations among    
     representatives of Lockheed, Martin Marietta and their respective financial
and legal advisers;                                                   

(xiii) reviewed the Reorganization Agreement;               

        (xiv) reviewed the reconfiguration agreement between Martin Marietta
and the General Electric Company;                                     

       (xv) reviewed the Joint Proxy Statement/Prospectus in substantially
the final form to be sent to the stockholders of Lockheed; and        

      (xvi) performed such other analyses as we have deemed appropriate.

We have assumed and relied upon without independent verification the  
accuracy and completeness of the information reviewed by us for the purposes of 
this opinion. With respect to the financial projections, we have assumed that   
they have been reasonably prepared on bases reflecting the best currently       
available estimates and judgments of the future financial performance of        
Lockheed and Martin Marietta. We have not made any independent valuation or     
appraisal of the assets or liabilities of Lockheed or Martin Marietta nor have  
we been furnished with any such appraisals. We have assumed that the Combination
will be accounted for as a "pooling-of-interests" business combination in       
accordance with U.S. Generally Accepted Accounting Principles and will be       
consummated in accordance with the terms set forth in the Reorganization        
Agreement. Our opinion is necessarily based on economic, market and other       
conditions as in effect on, and the information made available to us as of, the 
date hereof.                                                                    

     We have acted as financial advisor to the Board of Directors of Lockheed in
connection with this transaction and will receive a fee for our services,       
including a payment which is contingent upon consummation of the Combination. In
the past, Morgan Stanley & Co. Incorporated and its affiliates have provided    
financial advisory and financing services for Lockheed and Martin Marietta and  
have received fees for the rendering of these services.                         

  It is understood that this letter is for the information of the Board of
Directors of Lockheed only and may not be used for any other purpose without our
prior written consent. We hereby consent, however, to the inclusion of this     
opinion as an exhibit to any proxy or registration statement distributed in     
connection with the Combination.                                                

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  Based on and subject to the foregoing, we are of the opinion on the date
hereof that the Lockheed Exchange Ratio pursuant to the Reorganization Agreement
is fair from a financial point of view to the holders of shares of Lockheed     
Common Stock.                                                                   

                 Very truly yours,

                                 MORGAN STANLEY & CO. INCORPORATED

                       By: /s/ James B. Stynes
                                           -------------------------------------
                       James B. Stynes
                         Managing Director

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                                                                    APPENDIX III

[BEAR STEARNS LETTERHEAD] 

                                                                February 9, 1995

Board of Directors                                                              
Martin Marietta Corporation                                                     
6801 Rockledge Drive                                                            
Bethesda, MD 20817                                                              

Dear Sirs and Madam:                                                            

We understand that Martin Marietta Corporation ("Martin Marietta") and
Lockheed Corporation ("Lockheed") are considering merging into subsidiaries of a
new corporation ("Lockheed Martin") in a transaction pursuant to which each     
share of common stock of Martin Marietta would be converted into one common     
share of Lockheed Martin, each share of Series A Preferred Stock of Martin      
Marietta would be converted into one share of Lockheed Martin Series A Preferred
Stock with substantially similar terms, and each share of common stock of       
Lockheed would be converted into 1.63 common shares of Lockheed Martin (the     
"Transaction"). You have provided us with a copy of the proxy statement in      
substantially the final form to be sent to the stockholders of Martin Marietta  
(the "Joint Proxy Statement/Prospectus"), which includes the Reorganization     
Agreement and the Merger Agreements with respect to the Transaction. We further 
understand that the Transaction will be accounted for as a pooling of interests 
as contemplated by the Joint Proxy Statement/Prospectus.                        

  You have asked us to render our opinion as to whether the Transaction is
fair, from a financial point of view, to the stockholders of Martin Marietta.   

In the course of our analyses for rendering this opinion, we have:    

1. reviewed the Joint Proxy Statement/Prospectus;           

          2. reviewed Martin Marietta's and Lockheed's respective Annual Reports
    to Shareholders and Annual Reports on Form 10-K for the fiscal years ended
    December 1990 through 1993, and their respective Quarterly Reports on Form
10-Q for the fiscal periods ended March, June and September 1994;     

      3. reviewed certain operating and financial information, including
     projections, provided to us by Martin Marietta's and Lockheed's managements
relating to their respective business prospects;                      

          4. met with certain members of Martin Marietta's and Lockheed's senior
  managements to discuss their operations, historical financial statements
and future prospects and their views of the business, operational and 
strategic benefits, potential synergies and other implications of the 
Transaction;                                                          

    5. reviewed the pro forma financial impact of the Transaction on
Martin Marietta;                                                      

      6. reviewed the historical stock prices and trading volumes of the
common stock of Martin Marietta and of Lockheed;                      

         7. reviewed publicly available financial information and stock market
     performance data of other publicly-held companies which we deemed generally
comparable to Martin Marietta and to Lockheed;                        

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        8. reviewed the financial terms of certain other recent acquisitions
     of companies which we deemed generally comparable to Martin Marietta and to
Lockheed; and                                                         

9. conducted such other studies, analyses, inquiries and    
investigations as we deemed appropriate.                              

In the course of our review, we have relied upon and assumed, without 
independent verification, the accuracy and completeness of the financial and    
other information provided to us by Martin Marietta and Lockheed, and we have   
further relied upon the assurances of management of Martin Marietta and Lockheed
that they are unaware of any facts that would make the information provided to  
us incomplete or misleading. In arriving at our opinion, we have not performed  
or obtained any independent appraisal of the assets of Martin Marietta or       
Lockheed nor have we been furnished with any such appraisals. Our opinion is    
necessarily based on the economic, market, and other conditions as in effect on,
and the information made available to us as of the date hereof.                 

  We have acted as financial advisor to Martin Marietta in connection with
the Transaction and will receive a fee for such advisory services, including the
rendering of this opinion, payment of a significant portion of which is         
contingent upon the consummation of the Transaction.                            

  In the ordinary course of our business, we may actively trade the equity
securities of Martin Marietta and Lockheed for our own account and for the      
accounts of customers and accordingly, may, at any time, hold a long or short   
position in such securities.                                                    

  It is understood that this letter is intended solely for the benefit and
use of the Board of Directors of Martin Marietta and is not to be used for any  
other purpose without our prior written consent, which shall not be unreasonably
withheld.                                                                       

  Based on and subject to the foregoing, it is our opinion that, as of the
date hereof, the Transaction is fair, from a financial point of view, to the    
stockholders of Martin Marietta.                                                

                 Very truly yours,

                        BEAR, STEARNS & CO. INC.

                      By: /s/ Denis A. Bovin
                                           -------------------------------------
                         Managing Director

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                                                                     APPENDIX IV

LOCKHEED MARTIN CORPORATION 

1995 OMNIBUS PERFORMANCE AWARD PLAN 

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TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                      PAGE 
                                                                                      ---- 
                                                                                           
SECTION 1.  Purpose..................................................................  IV-1
SECTION 2.  Definitions; Rules of Construction.......................................  IV-1
SECTION 3.  Eligibility..............................................................  IV-3
SECTION 4.  Awards...................................................................  IV-3
SECTION 5.  Shares of Stock and Share Units Available Under Plan.....................  IV-5
SECTION 6.  Award Agreements.........................................................  IV-6
SECTION 7.  Adjustments; Change in Control; Acquisitions.............................  IV-7
SECTION 8.  Administration...........................................................  IV-9
SECTION 9.  Amendment and Termination of this Plan................................... IV-11
SECTION 10. Miscellaneous............................................................ IV-11

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LOCKHEED MARTIN CORPORATION 

1995 OMNIBUS PERFORMANCE AWARD PLAN 

SECTION 1.  Purpose.                                                            

  The purpose of this Plan is to benefit the Corporation's stockholders by
encouraging high levels of performance by individuals who contribute to the     
success of the Corporation and its Subsidiaries and to enable the Corporation   
and its Subsidiaries to attract, motivate, retain and reward talented and       
experienced individuals. This purpose is to be accomplished by providing        
eligible employees with an opportunity to obtain or increase a proprietary      
interest in the Corporation and/or by providing eligible employees with         
additional incentives to join or remain with the Corporation and its            
Subsidiaries.                                                                   

SECTION 2.  Definitions; Rules of Construction.                                 

(a) Defined Terms.  The terms defined in this Section shall have the  
following meanings for purposes of this Plan:                                   

"Award " means an award granted pursuant to Section 4.      

        "Award Agreement " means an agreement described in Section 6 entered
     into between the Corporation and a Participant, setting forth the terms and
conditions of an Award granted to a Participant.                      

         "Beneficiary" means a person or persons (including a trust or trusts)
validly designated by a Participant or, in the absence of a valid     
   designation, entitled by will or the laws of descent and distribution, to
   receive the benefits specified in the Award Agreement and under this Plan
in the event of a Participant's death.                                

        "Board of Directors" or "Board " means the Board of Directors of the
Corporation.                                                          

        "Cash-Based Awards" means Awards that, if paid, must be paid in cash
     and that are neither denominated in nor have a value derived from the value
   of, nor an exercise or conversion privilege at a price related to, shares
of Stock, as described in Section 4(a)(6).                            

       "Cash Flow" means cash and cash equivalents derived from either (i)
net cash flow from operations or (ii) net cash flow from operations,  
    financings and investing activities, as determined by the Committee at the
time an Award is granted.                                             

      "Change in Control " means change in control as defined in Section
7(c).                                                                 

        "Code" means the Internal Revenue Code of 1986, as amended from time
to time.                                                              

"Committee" means the Committee described in Section 8.     

"Corporation" means Lockheed Martin Corporation.            

        "Employee" means any officer (whether or not also a director) or any
  key salaried employee of the Corporation or any of its Subsidiaries, but
excludes, in the case of an Incentive Stock Option, an Employee of any
 Subsidiary that is not a "subsidiary corporation" of the Corporation as
defined in Code Section 424(f).                                       

   "EPS " means earnings per common share on a fully diluted basis
    determined by dividing (a) net earnings, less dividends on preferred stock
    of the Corporation by (b) the weighted average number of common shares and
common share equivalents outstanding.                                 

         "Exchange Act " means the Securities Exchange Act of 1934, as amended
from time to time.                                                    

        "Executive Officer " means executive officer as defined in Rule 3b-7
under the Exchange Act, provided that, if the Board has designated the
   executive officers of the Corporation for purposes of reporting under the
Exchange Act, the designation shall be conclusive for purposes of this
Plan.                                                                 

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        "Fair Market Value" means the closing price of the relevant security
     as reported on the composite tape of New York Stock Exchange issues (or, if
 the security is not so listed or if the principal market on which it is
   traded is not the New York Stock Exchange, such other reporting system as
     shall be selected by the Committee) on the relevant date, or, if no sale of
  the security is reported for that date, the next preceding day for which
 there is a reported sale. The Committee shall determine the Fair Market
 Value of any security that is not publicly traded, using criteria as it
shall determine, in its sole direction, to be appropriate for the     
valuation.                                                            

     "Insider" means any person who is subject to Section 16(b) of the
Exchange Act.                                                         

    "Option" means a Nonqualified Stock Option or an Incentive Stock
Option as described in Section 4(a)(1) or (2).                        

       "Participant" means an Employee who is granted an Award pursuant to
this Plan that remains outstanding.                                   

"Performance-Based Awards" is defined in Section 4(b).      

         "Performance Goal" means EPS or ROE or Cash Flow or Total Stockholder
Return, and "Performance Goals" means any combination thereof.        

          "ROE" means consolidated net income of the Corporation (less preferred
     dividends), divided by the average consolidated common stockholders equity.

          "Rule 16b-3" means Rule 16b-3 under Section 16 of the Exchange Act, as
amended from time to time.                                            

        "Share-Based Awards" means Awards that are payable or denominated in
 or have a value derived from the value of, or an exercise or conversion
    privilege at a price related to, shares of Stock, as described in Sections
4(a)(1) through (5).                                                  

          "Share Units" means the number of units under a Share-Based Award that
is payable solely in cash or is actually paid in cash, determined by  
   reference to the number of shares of Stock by which the Share-Based Award
is measured.                                                          

      "Stock" means shares of Common Stock of the Corporation, par value
$1.00 per share, subject to adjustments made under Section 7 or by    
operation of law.                                                     

       "Subsidiary" means, as to any person, any corporation, association,
     partnership, joint venture or other business entity of which 50% or more of
   the voting stock or other equity interests (in the case of entities other
     than corporations), is owned or controlled (directly or indirectly) by that
entity, or by one or more of the Subsidiaries of that entity, or by a 
combination thereof.                                                  

       "Total Stockholder Return" means with respect to the Corporation or
 other entities (if measured on a relative basis), the (i) change in the
market price of its common stock (as quoted in the principal market on
which it is traded as of the beginning and ending of the period) plus 
dividends and other distributions paid, divided by (ii) the beginning 
 quoted market price, all of which is adjusted for any changes in equity
   structure, including but not limited to stock splits and stock dividends.

     (b) Financial and Accounting Terms.  Except as otherwise expressly provided
or the context otherwise requires, financial and accounting terms, including    
terms defined herein as Performance Goals, are used as defined for purposes of, 
and shall be determined in accordance with, generally accepted accounting       
principles and as derived from the audited consolidated financial statements of 
the Corporation, prepared in the ordinary course of business.                   

(c) Rules of Construction.  For purposes of this Plan and the Award   
Agreements, unless otherwise expressly provided or the context otherwise        
requires, the terms defined in this Plan include the plural and the singular,   
and pronouns of either gender or neuter shall include, as appropriate, the other
pronoun forms.                                                                  

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SECTION 3.  Eligibility.                                                        

    Any one or more Awards may be granted to any Employee who is designated by
the Committee to receive an Award, provided that no individual who beneficially 
owns Stock possessing five percent (5%) or more of the combined voting power of 
all classes of stock of the Corporation shall be eligible to participate in this
Plan.                                                                           

SECTION 4.  Awards.                                                             

    (a) Type of Awards.  The Committee may grant any of the following types of
Awards, either singly, in tandem or in combination with other Awards:           

      (1) Nonqualified Stock Options.  A Nonqualified Stock Option is an
  Award in the form of an option to purchase Stock that is not intended to
 comply with the requirements of Code Section 422. The exercise price of
  each Nonqualified Stock Option granted under this Plan shall be not less
than the Fair Market Value of the Stock on the date that the Option is
     granted or, if the exercise price of an Option is reduced by amendment, the
Fair Market Value of the Stock on the date of the amendment. All      
    Nonqualified Stock Options granted at an exercise price not less than Fair
 Market Value on the date of grant shall be treated as Performance-Based
Awards subject to the applicable restrictions of Section 4(b).        

          (2) Incentive Stock Options.  An Incentive Stock Option is an Award in
     the form of an option to purchase Stock that is intended to comply with the
    requirements of Code Section 422 or any successor section of the Code. The
     exercise price of each Incentive Stock Option granted under this Plan shall
    be not less than the Fair Market Value of the Stock on the date the Option
    is granted or, if the exercise price of an Option is reduced by amendment,
 the Fair Market Value of the Stock on the date of the amendment. To the
extent that the aggregate "fair market value" of Stock with respect to
 which one or more incentive stock options first become exercisable by a
     Participant in any calendar year exceeds $100,000, taking into account both
    Stock subject to Incentive Stock Options under this Plan and stock subject
   to incentive stock options under all other plans of the Corporation or of
   other entities referenced in Code Section 422(d)(1), the options shall be
   treated as Nonqualified Stock Options. For this purpose, the "fair market
   value" of the Stock subject to options shall be determined as of the date
the Options were awarded. All Incentive Stock Options granted at an   
   exercise price not less than Fair Market Value on the date of grant shall
be treated as Performance-Based Awards subject to the applicable      
restrictions of Section 4(b).                                         

          (3) Stock Appreciation Rights.  A Stock Appreciation Right is an Award
     in the form of a right to receive, upon surrender of the right, but without
     other payment, an amount based on appreciation in the value of Stock over a
   base price established in the Award, payable in cash, Stock or such other
     form or combination of forms of payout, at times and upon conditions (which
    may include a Change in Control), as may be approved by the Committee. The
  minimum base price of a Stock Appreciation Right granted under this Plan
shall be not less than the lowest of the Fair Market Value of the     
     underlying Stock on the date the Stock Appreciation Right is granted or, if
   the base price of a Stock Appreciation Right is reduced by amendment, the
 Fair Market Value of the Stock on the date of the amendment, or, in the
  case of a Stock Appreciation Right related to an Option (whether already
 outstanding or concurrently granted), the exercise price of the related
     Option. All Stock Appreciation Rights granted at a base price not less than
Fair Market Value on the date of grant shall be treated as            
Performance-Based Awards subject to the applicable restrictions under 
Section 4(b).                                                         

          (4) Restricted Stock.  Restricted Stock is an Award of shares of Stock
     of the Corporation that are issued, but subject to restrictions on transfer
   and/or such other restrictions on incidents of ownership as the Committee
may determine. Restricted Stock Awards to Executive Officers that are 
  either granted or vest upon attainment of one or more of the Performance
     Goals shall only be granted as Performance-Based Awards under Section 4(b).

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      (5) Other Share-Based Awards.  The Committee may from time to time
  grant Awards under this Plan that provide the Participants with Stock or
    the right to purchase Stock, or provide other incentive Awards (including,
but not limited to phantom stock or units, performance stock or units,
  bonus stock, dividend equivalent units, or similar securities or rights)
   that have a value derived from the value of, or an exercise or conversion
     privilege at a price related to, or that are otherwise payable in shares of
    Stock. The Awards shall be in a form determined by the Committee, provided
   that the Awards shall not be inconsistent with the other express terms of
     this Plan. Awards under this Section 4(a)(5) to Executive Officers that are
     either granted or become vested, exercisable or payable based on attainment
of one or more of the Performance Goals shall only be granted as      
Performance-Based Awards under Section 4(b).                          

     (6) Cash-Based Awards.  Cash-Based Awards are Awards that provide
 Participants with the opportunity to earn a cash payment based upon the
     level of performance of the Corporation relative to one or more Performance
    Goals established by the Committee for an award cycle of more than one but
not more than five years. For each award cycle, the Committee shall   
  determine the size of the Awards, the Performance Goals, the performance
targets as to each of the Performance Goals, the level or levels of   
achievement necessary for award payments and the weighting of the     
Performance Goals, if more than one Performance Goal is applicable.   
   Cash-Based Awards to Executive Officers that are either granted or become
vested, exercisable or payable based on attainment of one or more     
   Performance Goals shall only be granted as Performance-Based Awards under
Section 4(b).                                                         

   (b) Special Performance-Based Awards.  Without limiting the generality of
the foregoing, any of the type of Awards listed in Section 4(a) may be granted  
as awards that satisfy the requirements for "performance-based compensation"    
within the meaning of Code Section 162(m) ("Performance-Based Awards"), the     
grant, vesting, exercisability or payment of which depends on the degree of     
achievement of the Performance Goals relative to preestablished targeted levels 
for the Corporation on a consolidated basis. Notwithstanding anything contained 
in this Section 4(b) to the contrary, any Option or Stock Appreciation Right    
with an exercise price or a base price not less than Fair Market Value on the   
date of grant shall be subject only to the requirements of clauses (1) and      
(3)(A) below in order for such Awards to satisfy the requirements for           
Performance-Based Awards under this Section 4(b) (with such Awards hereinafter  
referred to as a "Qualifying Option" or a "Qualifying Stock Appreciation Right",
respectively). With the exception of any Qualifying Option or Qualifying Stock  
Appreciation Right, an Award that is intended to satisfy the requirements of    
this Section 4(b) shall be designated as a Performance-Based Award at the time  
of grant.                                                                       

       (1) Eligible Class.  The eligible class of persons for Awards under
this Section 4(b) shall be all Employees.                             

      (2) Performance Goals.  The performance goals for any Awards under
this Section 4(b) (other than Qualifying Options and Qualifying Stock 
 Appreciation Rights) shall be, on an absolute or relative basis, one or
more of the Performance Goals. The specific performance target(s) with
respect to Performance Goal(s) must be established by the Committee in
     advance of the deadlines applicable under Code Section 162(m) and while the
performance relating to the Performance Goal(s) remains substantially 
uncertain.                                                            

(3) Individual Limits.                                      

           (A) Share-Based Awards.  The maximum number of shares of Stock or
       Share Units that are issuable under Options, Stock Appreciation Rights,
     Restricted Stock or other Share-Based Awards (described under Section
4(a)(5)) that are granted as Performance-Based Awards during any
 calendar year to any Participant shall not exceed 500,000, either
      individually or in the aggregate, subject to adjustment as provided in
      Section 7. Awards that are cancelled or repriced during the year shall
    be counted against this limit to the extent required by Code Section
162(m).                                                         

            (B) Cash-Based Awards.  The aggregate amount of compensation to be
      paid to any Participant in respect of those Cash-Based Awards that are
      granted during any calendar year as Performance-Based Awards shall not
exceed $3,000,000.                                              

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          (4) Committee Certification.  Before any Performance-Based Award under
this Section 4(b) (other than Qualifying Options and Qualifying Stock 
 Appreciation Rights) is paid, the Committee must certify in writing (by
  resolution or otherwise) that the applicable Performance Goal(s) and any
other material terms of the Performance-Based Award were satisfied;   
provided, however, that a Performance-Based Award may be paid without 
    regard to the satisfaction of the applicable Performance Goal in the event
of a Change in Control as provided in Section 7(b).                   

      (5) Terms and Conditions of Awards; Committee Discretion to Reduce
   Performance Awards.  The Committee shall have discretion to determine the
     conditions, restrictions or other limitations, in accordance with the terms
of this Plan and Code Section 162(m), on the payment of individual    
   Performance-Based Awards under this Section 4(b). To the extent set forth
  in an Award Agreement, the Committee may reserve the right to reduce the
amount payable in accordance with any standards or on any other basis 
(including the Committee's discretion), as the Committee may impose.  

          (6) Adjustments for Material Changes.  In the event of (i) a change in
    corporate capitalization, a corporate transaction or a complete or partial
corporate liquidation, or (ii) any extraordinary gain or loss or other
event that is treated for accounting purposes as an extraordinary item
under generally accepted accounting principles, or (iii) any material 
     change in accounting policies or practices affecting the Corporation and/or
    the Performance Goals or targets, then, to the extent any of the foregoing
   events (or a material effect thereof) was not anticipated at the time the
 targets were set, the Committee may make adjustments to the Performance
     Goals and/or targets, applied as of the date of the event, and based solely
  on objective criteria, so as to neutralize, in the Committee's judgment,
the effect of the event on the applicable Performance-Based Award.    

        (7) Interpretation.  Except as specifically provided in this Section
4(b), the provisions of this Section 4(b) shall be interpreted and    
    administered by the Committee in a manner consistent with the requirements
    for exemption of Performance-Based Awards granted to Executive Officers as
    "performance-based compensation" under Code Section 162(m) and regulations
and other interpretations issued by the Internal Revenue Service      
thereunder.                                                           

(c) Maximum Term of Awards.  No Award that contemplates exercise or   
conversion may be exercised or converted to any extent, and no other Award that 
defers vesting, shall remain outstanding and unexercised, unconverted or        
unvested more than ten years after the date the Award was initially granted.    

SECTION 5.  Shares of Stock and Share Units Available Under Plan.               

    (a) Aggregate Share Limit.  The maximum number of shares of Stock that may
be issued pursuant to all Share-Based Awards (including Incentive Stock Options)
is 12,000,000, subject to adjustment as provided in this Section 5 or Section 7.

     (b) Aggregate Share Unit Limit.  The maximum number of Share Units that may
be paid pursuant to all Share-Based Awards is 12,000,000, subject to adjustment 
as provided in this Section 5 or Section 7. Notwithstanding the foregoing, if a 
Share-Based Award paid or payable in Units satisfies the requirements for an    
exclusion from the definition of a derivative security under Rule 16a-1(c) that 
does not require that the Award be made under a Rule 16b-3 plan, the Share Units
that may be paid under the Award shall not be counted against the Share Unit    
limit of this Section 5(b).                                                     

 (c) Reissue of Shares and Share Units.  Any unexercised, unconverted or
undistributed portion of any expired, cancelled, terminated or forfeited Award, 
or any alternative form of consideration under an Award that is not paid in     
connection with the settlement of an Award or any portion of an Award, shall    
again be available for Award under Section 5(a) or 5(b), as applicable, whether 
or not the Participant has received benefits of ownership (such as dividends or 
dividend equivalents or voting rights) during the period in which the           
Participant's ownership was restricted or otherwise not vested. Shares of Stock 
that are issued pursuant to Awards and subsequently reacquired by the           
Corporation pursuant to the terms and conditions of the Awards shall be         
available for reissuance under the Plan.                                        

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  (d) Interpretive Issues.  Additional rules for determining the number of
shares of Stock or Share Units authorized under this Plan may be adopted by the 
Committee, as it deems necessary or appropriate.                                

   (e) Treasury Shares; No Fractional Shares.  The Stock which may be issued
(which term includes Stock reissued or otherwise delivered) pursuant to an Award
under this Plan may be treasury or authorized but unissued Stock or Stock       
acquired, subsequently or in anticipation of a transaction under this Plan, in  
the open market or in privately negotiated transactions to satisfy the          
requirements of this Plan. No fractional shares shall be issued but fractional  
interests may be accumulated.                                                   

     (f) Consideration.  The Stock issued under this Plan may be issued (subject
to Section 10(d)) for any lawful form of consideration, the value of which      
equals the par value of the Stock or such greater or lesser value as the        
Committee, consistent with Sections 10(d) and 4(a)(1), (2) and (3), may require.

(g) Purchase or Exercise Price; Withholding.  The exercise or purchase
price (if any) of the Stock issuable pursuant to any Award and any withholding  
obligation under applicable tax laws shall be paid in cash or, subject to the   
Committee's express authorization and the restrictions, conditions and          
procedures as the Committee may impose, any one or combination of (i) cash, (ii)
the delivery of shares of Stock, (iii) a reduction in the amount of Stock or    
other amounts otherwise issuable or payable pursuant to such Award, or (iv) the 
delivery of a promissory note, or other obligation for the future payment in    
money, the terms and conditions of which shall be determined (subject to Section
10(d)) by the Committee. In the case of a payment by the means described in     
clause (ii) or (iii) above, the Stock to be so delivered or offset shall be     
determined by reference to the Fair Market Value of the Stock on the date as of 
which the payment or offset is made.                                            

    (h) Cashless Exercise.  The Committee may permit the exercise of the Award
and payment of any applicable withholding tax in respect of an Award by delivery
of written notice, subject to the Corporation's receipt of a third party payment
in full in cash for the exercise price and the applicable withholding prior to  
issuance of Stock, in the manner and subject to the procedures as may be        
established by the Committee.                                                   

SECTION 6.  Award Agreements.                                                   

  Each Award under this Plan shall be evidenced by an Award Agreement in a
form approved by the Committee setting forth, in the case of Share-Based Awards,
the number of shares of Stock or Share Units, as applicable, subject to the     
Award, and the price (if any) and term of the Award and, in the case of         
Performance-Based Awards, the applicable Performance Goals. The Award Agreement 
shall also set forth (or incorporate by reference) other material terms and     
conditions applicable to the Award as determined by the Committee consistent    
with the limitations of this Plan.                                              

(a) Incorporated Provisions.  Award Agreements shall be subject to the
terms of this Plan and shall be deemed to include the following terms, unless   
the Committee in the Award Agreement otherwise (consistent with applicable legal
considerations) provides:                                                       

 (1) Non-assignability:  The Award shall not be assignable nor
  transferable, except by will or by the laws of descent and distribution,
    and during the lifetime of a Participant the Award shall be exercised only
    by such Participant or by his or her guardian or legal representative. The
designation of a Beneficiary hereunder shall not constitute a transfer
prohibited by the foregoing provisions.                               

       (2) Rights as Stockholder:  A Participant shall have no rights as a
     holder of Stock with respect to any unissued securities covered by an Award
until the date the Participant becomes the holder of record of these  
securities. Except as provided in Section 7, no adjustment or other   
   provision shall be made for dividends or other stockholder rights, except
     to the extent that the Award Agreement provides for dividend equivalents or
similar economic benefits.                                            

         (3) Withholding:  The Participant shall be responsible for payment of
   any taxes or similar charges required by law to be withheld from an Award
   or an amount paid in satisfaction of an Award and these obligations shall
    be paid by the Participant on or prior to the payment of the Award. In the
case of an Award payable in cash, the withholding obligation shall be 
satisfied by withholding the applicable amount                        

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 and paying the net amount in cash to the Participant. In the case of an
    Award paid in shares of Stock, a Participant shall satisfy the withholding
obligation as provided in Section 5(g).                               

         (4) Option Holding Period:  Subject to the authority of the Committee
   under Section 7, a minimum six-month period shall elapse between the date
 of initial grant of any Option and the sale of the underlying shares of
    Stock, and the Corporation may impose legend and other restrictions on the
Stock issued on exercise of the Options to enforce this requirement.  

(b) Other Provisions.  Award Agreements may include other terms and   
conditions as the Committee shall approve, including but not limited to the     
following:                                                                      

        (1) Termination of Employment:  A provision describing the treatment
of an Award in the event of the retirement, disability, death or other
    termination of a Participant's employment with or services to the Company,
including any provisions relating to the vesting, exercisability,     
     forfeiture or cancellation of the Award in these circumstances, subject, in
the case of Performance-Based Awards, to the requirements for         
"performance-based compensation" under Code Section 162(m).           

     (2) Vesting; Effect of Termination; Change in Control:  Any other
terms consistent with the terms of this Plan as are necessary and     
appropriate to effect the Award to the Participant, including but not 
limited to the vesting provisions, any requirements for continued     
 employment, any other restrictions or conditions (including performance
requirements) of the Award, and the method by which (consistent with  
Section 7) the restrictions or conditions lapse, and the effect on the
Award of a Change in Control.                                         

   (3) Replacement and Substitution:  Any provisions permitting or
 requiring the surrender of outstanding Awards or securities held by the
Participant in whole or in part in order to exercise or realize rights
   under or as a condition precedent to other Awards, or in exchange for the
grant of new or amended Awards under similar or different terms.      

        (4) Reloading.  Any provisions for successive or replenished Awards,
including but not limited to reload Options.                          

(c) Contract Rights, Forms and Signatures.  Any obligation of the     
Corporation to any Participant with respect to an Award shall be based solely   
upon contractual obligations created by this Plan and an Award Agreement. No    
Award shall be enforceable until the Award Agreement or a receipt has been      
signed by the Participant and on behalf of the Corporation by an Executive      
Officer (other than the recipient) or his or her delegate or, in the case of an 
Award to an Insider, by the Participant and the Corporation, whose signature    
shall be acknowledged by a member of the Committee. By executing the Award      
Agreement or receipt, a Participant shall be deemed to have accepted and        
consented to the terms of this Plan and any action taken in good faith under    
this Plan by and within the discretion of the Committee, the Board of Directors 
or their delegates. Unless the Award Agreement otherwise expressly provides,    
there shall be no third party beneficiaries of the obligations of the           
Corporation to the Participant under the Award Agreement.                       

SECTION 7.  Adjustments; Change in Control; Acquisitions.                       

  (a) Adjustments.  If there shall occur any recapitalization, stock split
(including a stock split in the form of a stock dividend), reverse stock split, 
merger, combination, consolidation, or other reorganization or any extraordinary
dividend or other extraordinary distribution in respect of the Stock (whether in
the form of cash, Stock or other property), or any split-up, spin-off,          
extraordinary redemption, or exchange of outstanding Stock, or there shall occur
any other similar corporate transaction or event in respect of the Stock, or a  
sale of substantially all the assets of the Corporation as an entirety, then the
Committee shall, in the manner and to the extent, if any, as it deems           
appropriate and equitable to the Participants and consistent with the terms of  
this Plan, and taking into consideration the effect of the event on the holders 
of the Stock:                                                                   

(1) proportionately adjust any or all of                    

          (A) the number and type of shares of Stock and Share Units which
    thereafter may be made the subject of Awards (including the specific
        maxima and numbers of shares of Stock or Share Units set forth elsewhere
in this Plan),                                                  

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           (B) the number and type of shares of Stock, other property, Share
Units or cash subject to any or all outstanding Awards,         

           (C) the grant, purchase or exercise price, or conversion ratio of
       any or all outstanding Awards, or of the Stock, other property or Share
Units underlying the Awards,                                    

     (D) the securities, cash or other property deliverable upon
exercise or conversion of any or all outstanding Awards,        

           (E) subject to Section 4(b), the performance targets or standards
appropriate to any outstanding Performance-Based Awards, or     

(F) any other terms as are affected by the event; or  

          (2) subject to any applicable limitations in the case of a transaction
to be accounted for as a pooling of interests under generally accepted
accounting principles, provide for                                    

 (A) an appropriate and proportionate cash settlement or
distribution, or                                                

            (B) the substitution or exchange of any or all outstanding Awards,
       or the cash, securities or property deliverable on exercise, conversion
or vesting of the Awards;                                       

Notwithstanding the foregoing, in the case of an Incentive Stock Option, no     
adjustment shall be made which would cause this Plan to violate Section 424(a)  
of the Code or any successor provisions thereto, without the written consent of 
the Participant adversely affected thereby. The Committee may act prior to an   
event described in this paragraph (a) (including at the time of an Award by     
means of more specific provisions in the Award Agreement) if deemed necessary or
appropriate to permit the Participant to realize the benefits intended to be    
conveyed by an Award in respect of the Stock in the case of an event described  
in paragraph (a).                                                               

    (b) Change in Control.  The Committee may, in the Award Agreement, provide
for the effect of a Change in Control on an Award. Such provisions may include, 
but are not limited to any one or more of the following with respect to any or  
all Awards: (i) the specific consequences of a Change in Control on the Awards; 
(ii) a reservation of the Committee's right to determine in its discretion at   
any time that there shall be full acceleration or no acceleration of benefits   
under the Awards; (iii) that only certain or limited benefits under the Awards  
shall be accelerated; (iv) that the Awards shall be accelerated for a limited   
time only; or (v) that acceleration of the Awards shall be subject to additional
conditions precedent (such as a termination of employment following a Change in 
Control).                                                                       

    In addition to any action required or authorized by the terms of an Award,
the Committee may take any other action it deems appropriate to ensure the      
equitable treatment of Participants in the event of or in anticipation of a     
Change in Control, including but not limited to any one or more of the following
with respect to any or all Awards: (i) the acceleration or extension of time    
periods for purposes of exercising, vesting in, or realizing gain from, the     
Awards; (ii) the waiver of conditions on the Awards that were imposed for the   
benefit of the Corporation, (iii) provision for the cash settlement of the      
Awards for their equivalent cash value, as determined by the Committee, as of   
the date of the Change in Control; or (iv) such other modification or adjustment
to the Awards as the Committee deems appropriate to maintain and protect the    
rights and interests of Participants upon or following the Change in Control.   
The Committee also may accord any Participant a right to refuse any acceleration
of exercisability, vesting or benefits, whether pursuant to the Award Agreement 
or otherwise, in such circumstances as the Committee may approve.               

Notwithstanding the foregoing provisions of this Section 7(b) or any  
provision in an Award Agreement to the contrary, (i) in no event shall the      
Committee be deemed to have discretion to accelerate or not accelerate or make  
other changes in or to any or all Awards, in respect of a transaction, if such  
action or inaction would be inconsistent with or would otherwise frustrate the  
intended accounting for a proposed transaction as a pooling of interests under  
generally accepted accounting principles; and (ii) if any Award to any Insider  
is accelerated to a date that is less than six months after the date of the     
Award, the Committee may prohibit a sale of the underlying Stock (other than a  
sale by operation or law in exchange for or through conversion into             

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other securities), and the Corporation may impose legend and other restrictions 
on the Stock to enforce this prohibition.                                       

   (c) Change in Control Definition.  For purposes of this Plan, a change of
control shall include and be deemed to occur upon the following events:         

         (1) A tender offer or exchange offer is consummated for the ownership
   of securities of the Corporation representing 25% or more of the combined
voting power of the Corporation's then outstanding voting securities  
entitled to vote in the election of directors of the Corporation.     

        (2) The Corporation is merged, combined, consolidated, recapitalized
or otherwise reorganized with one or more other entities that are not 
  Subsidiaries and, as a result of the merger, combination, consolidation,
    recapitalization or other reorganization, less than 75% of the outstanding
voting securities of the surviving or resulting corporation shall     
   immediately after the event be owned in the aggregate by the stockholders
 of the Corporation (directly or indirectly), determined on the basis of
 record ownership as of the date of determination of holders entitled to
    vote on the action (or in the absence of a vote, the day immediately prior
to the event).                                                        

         (3) Any person (as this term is used in Sections 3(a)(9) and 13(d)(3)
   of the Exchange Act, but excluding any person described in and satisfying
the conditions of Rule 13d-1(b)(1) thereunder), becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or  
  indirectly, of securities of the Corporation representing 25% or more of
    the combined voting power of the Corporation's then outstanding securities
entitled to vote in the election of directors of the Corporation.     

        (4) At any time within any period of two years after a tender offer,
merger, combination, consolidation, recapitalization, or other        
     reorganization or a contested election, or any combination of these events,
    the "Incumbent Directors" shall cease to constitute at least a majority of
the authorized number of members of the Board. For purposes hereof,   
    "Incumbent Directors" shall mean the persons who were members of the Board
immediately before the first of these events and the persons who were 
  elected or nominated as their successors or pursuant to increases in the
    size of the Board by a vote of at least three-fourths of the Board members
     who were then Board members (or successors or additional members so elected
or nominated).                                                        

         (5) The stockholders of the Corporation approve a plan of liquidation
and dissolution or the sale or transfer of substantially all of the   
  Corporation's business and/or assets as an entirety to an entity that is
not a Subsidiary.                                                     

  (d) Business Acquisitions.  Awards may be granted under this Plan on the
terms and conditions as the Committee considers appropriate, which may differ   
from those otherwise required by this Plan to the extent necessary to reflect a 
substitution for or assumption of stock incentive awards held by employees of   
other entities who become employees of the Corporation or a Subsidiary as the   
result of a merger of the employing entity with, or the acquisition of the      
property or stock of the employing entity by, the Corporation or a Subsidiary,  
directly or indirectly.                                                         

SECTION 8.  Administration.                                                     

  (a) Committee Authority and Structure.  This Plan and all Awards granted
under this Plan shall be administered by the Compensation Committee of the Board
or such other committee of the Board as may be designated by the Board and      
constituted so as to permit this Plan to comply with the disinterested          
administration requirements of Rule 16b-3 under the Exchange Act and the        
"outside director" requirement of Code Section 162(m). The members of the       
Committee shall be designated by the Board. A majority of the members of the    
Committee (but not fewer than two) shall constitute a quorum. The vote of a     
majority of a quorum or the unanimous written consent of the Committee shall    
constitute action by the Committee.                                             

(b) Selection and Grant.  The Committee shall have the authority to   
determine the Employees (if any) to whom Awards will be granted under this Plan,
the type of Award or Awards to be made, and the nature,                         

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amount, pricing, timing, and other terms of Awards to be made to any one or more
of these individuals, subject to the terms of this Plan.                        

     (c) Construction and Interpretation.  The Committee shall have the power to
interpret and administer this Plan and Award Agreements, and to adopt, amend and
rescind related rules and procedures. All questions of interpretation and       
determinations with respect to this Plan, the number of shares of Stock, Stock  
Appreciation Rights, or units or other Awards granted, and the terms of any     
Award Agreements, the adjustments required or permitted by Section 7, and other 
determinations hereunder shall be made by the Committee and its determination   
shall be final and conclusive upon all parties in interest. In the event of any 
conflict between an Award Agreement and any non-discretionary provisions of this
Plan, the terms of this Plan shall govern.                                      

 (d) Express Authority (and Limitations on Authority) to Change Terms of
Awards.  Without limiting the Committee's authority under other provisions of   
this Plan (including Sections 7 and 9), but subject to any express limitations  
of this Plan (including under Sections 7 and 9), the Committee shall have the   
authority to accelerate the exercisability or vesting of an Award, to extend the
term or waive early termination provisions of an Award (subject to the maximum  
ten-year term under Section 4(b)), to waive the Corporation's rights with       
respect to an Award or restrictive conditions of an Award (including forfeiture 
conditions), and (subject to stockholder approval) to reduce by amendment the   
exercise or purchase price of an outstanding Award, with or without adjusting   
any holding period or other terms of the Award, in any case in such             
circumstances as the Committee deems appropriate.                               

  (e) Rule 16b-3 Conditions; Bifurcation of Plan.  It is the intent of the
Corporation that this Plan and Share-Based Awards hereunder satisfy and be      
interpreted in a manner, that, in the case of Participants who are or may be    
Insiders, satisfies any applicable requirements of Rule 16b-3, so that these    
persons will be entitled to the benefits of Rule 16b-3 or other exemptive rules 
under Section 16 under the Exchange Act and will not be subjected to avoidable  
liability thereunder as to Awards intended to be entitled to the benefits of    
Rule 16b-3. If any provision of this Plan or of any Award would otherwise       
frustrate or conflict with the intent expressed in this Section 8(e), that      
provision to the extent possible shall be interpreted and deemed amended so as  
to avoid such conflict. To the extent of any remaining irreconcilable conflict  
with this intent, the provision shall be deemed disregarded as to Awards        
intended as Rule 16b-3 exempt Awards. Notwithstanding anything to the contrary  
in this Plan, the provisions of this Plan may at any time be bifurcated by the  
Board or the Committee in any manner so that certain provisions of this Plan or 
any Award Agreement intended (or required in order) to satisfy the applicable   
requirements of Rule 16b-3 are only applicable to Insiders and to those Awards  
to Insiders intended to satisfy the requirements of Rule 16b-3.                 

(f) Limitations Prior to Expiration of Rule 16b-3 Transition          
Period.  Notwithstanding any other provision of this Plan, any Award granted to 
an Insider prior to September 1, 1995 (or any other date at which the transition
period for purposes of new Rule 16b-3, as to this Plan, expires) is subject to  
the following additional limitations:                                           

      (1) the Award may provide for the issuance of shares of Stock as a
stock bonus for no consideration other than services rendered; and    

          (2) in the event of an Award under which shares of Stock are or in the
     future may be issued for any other type of consideration, the amount of the
    consideration either (A) shall be equal to the minimum amount (such as the
par value of the shares) required to be received by the Corporation to
    comply with applicable state law, or (B) shall be equal to or greater than
50% of the Fair Market Value of the shares of Stock on the date of the
 Award; provided that in the case of Restricted Stock Awards, the amount
    shall equal the minimum lawful amount (but not more than 10% of the market
     value of the Stock subject to the Award on the Award Date) and any right to
     purchase the Restricted Stock must be exercised within 60 days of the Award
Date.                                                                 

     (g) Delegation and Reliance.  The Committee may delegate to the officers or
employees of the Corporation the authority to execute and deliver those         
instruments and documents, to do all acts and things, and to take all other     
steps deemed necessary, advisable or convenient for the effective administration
of this                                                                         

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Plan in accordance with its terms and purpose, except that the Committee may not
delegate any discretionary authority to grant or amend an award or with respect 
to substantive decisions or functions regarding this Plan or Awards as these    
relate to the material terms of Performance-Based Awards to Executive Officers  
or to the timing, eligibility, pricing, amount or other material terms of Awards
to Insiders. In making any determination or in taking or not taking any action  
under this Plan, the Board and the Committee may obtain and may rely upon the   
advice of experts, including professional advisors to the Corporation. No       
director, officer, employee or agent of the Corporation shall be liable for any 
such action or determination taken or made or omitted in good faith.            

   (h) Exculpation and Indemnity.  Neither the Corporation nor any member of
the Board of Directors or of the Committee, nor any other person participating  
in any determination of any question under this Plan, or in the interpretation, 
administration or application of this Plan, shall have any liability to any     
party for any action taken or not taken in good faith under this Plan or for the
failure of an Award (or action in respect of an Award) to satisfy Code          
requirements as to incentive stock options or to realize other intended tax     
consequences, to qualify for exemption or relief under Rule 16b-3 or to comply  
with any other law, compliance with which is not required on the part of the    
Corporation.                                                                    

SECTION 9.  Amendment and Termination of this Plan.                             

   The Board of Directors may at any time amend, suspend or discontinue this
Plan, subject to any stockholder approval that may be required under applicable 
law. The Committee may at any time alter or amend any or all Award Agreements   
under this Plan in any manner that would be authorized for a new Award under    
this Plan, including but not limited to any manner set forth in Section 8(d)    
(subject to any applicable limitations thereunder). Notwithstanding the         
foregoing, no such action by the Board or the Committee shall, in any manner    
adverse to a Participant other than as expressly permitted by the terms of an   
Award Agreement, affect any Award then outstanding and evidenced by an Award    
Agreement without the consent in writing of the Participant or a Beneficiary who
has become entitled to an Award.                                                

SECTION 10.  Miscellaneous.                                                     

   (a) Unfunded Plans.  This Plan shall be unfunded. Neither the Corporation
nor the Board of Directors nor the Committee shall be required to segregate any 
assets that may at any time be represented by Awards made pursuant to this Plan.
Neither the Corporation, the Committee, nor the Board of Directors shall be     
deemed to be a trustee of any amounts to be paid or securities to be issued     
under this Plan.                                                                

(b) Rights of Employees.                                              

 (1) No Right to an Award.  Status as an Employee shall not be
  construed as a commitment that any one or more Awards will be made under
     this Plan to an Employee or to Employees generally. Status as a Participant
shall not entitle the Participant to any additional Award.            

          (2) No Assurance of Employment.  Nothing contained in this Plan (or in
     any other documents related to this Plan or to any Award) shall confer upon
  any Employee or Participant any right to continue in the employ or other
     service of the Corporation or any Subsidiary or constitute any contract (of
   employment or otherwise) or limit in any way the right of the Corporation
     or any Subsidiary to change a person's compensation or other benefits or to
terminate the employment of a person with or without cause.           

   (c) Effective Date; Duration.  This Plan has been adopted by the Board of
Directors of the Corporation and approved by Lockheed Corporation and Martin    
Marietta Corporation as stockholders of the Corporation. This Plan shall become 
effective upon and shall be subject to the approvals of the respective          
stockholders of Lockheed Corporation and of Martin Marietta Corporation. This   
Plan shall remain in effect until any and all Awards under this Plan have been  
exercised, converted or terminated under the terms of this Plan and applicable  
Award Agreements. Notwithstanding the foregoing, no Award may be granted under  
this Plan after September 21, 2004. Notwithstanding the foregoing, any Award    
granted prior to such date may be amended                                       

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after such date in any manner that would have been permitted prior to such date,
except that no such amendment shall increase the number of shares subject to,   
comprising or referenced in such Award.                                         

(d) Compliance with Laws.  This Plan, Award Agreements, and the grant,
exercise, conversion, operation and vesting of Awards, and the issuance and     
delivery of shares of Stock and/or other securities or property or the payment  
of cash under this Plan, Awards or Award Agreements, are subject to compliance  
with all applicable federal and state laws, rules and regulations (including but
not limited to state and federal insider trading, registration, reporting and   
other securities laws and federal margin requirements) and to such approvals by 
any listing, regulatory or governmental authority as may, in the opinion of     
counsel for the Corporation, be necessary or advisable in connection therewith. 
Any securities delivered under this Plan shall be subject to such restrictions  
(and the person acquiring such securities shall, if requested by the            
Corporation, provide such evidence, assurance and representations to the        
Corporation as to compliance with any thereof) as the Corporation may deem      
necessary or desirable to assure compliance with all applicable legal           
requirements.                                                                   

    (f) Applicable Law.  This Plan, Award Agreements and any related documents
and matters shall be governed in accordance with the laws of the State of       
Maryland, except as to matters of Federal law.                                  

     (g) Non-Exclusivity of Plan.  Nothing in this Plan shall limit or be deemed
to limit the authority of the Corporation, the Board or the Committee to grant  
awards or authorize any other compensation, with or without reference to the    
Stock, under any other plan or authority.                                       

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                                                                      APPENDIX V

LOCKHEED MARTIN CORPORATION 

DIRECTORS DEFERRED STOCK PLAN 

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LOCKHEED MARTIN CORPORATION 
DIRECTORS DEFERRED STOCK PLAN 

TABLE OF CONTENTS 

                                                        [Enlarge/Download Table]

                                                                                     PAGE
                                                                                     ----
                                                                                         

ARTICLE I    TITLE, PURPOSE AND AUTHORIZED SHARES...................................  V-1

ARTICLE II   DEFINITIONS............................................................  V-1

ARTICLE III  PARTICIPATION..........................................................  V-2

ARTICLE IV   DEFERRAL ACCOUNTS......................................................  V-2
             4.1.  Stock Unit Account...............................................  V-2
             4.2.  Dividend Equivalents; Dividend Equivalent Stock Account..........  V-2
             4.3.  Vesting of Stock Unit Account and Dividend Equivalent Stock           
                   Account..........................................................  V-2
             4.4.  Distribution of Benefits.........................................  V-2
             4.5.  Adjustments in Case of Changes in Common Stock...................  V-3
             4.6.  Corporation's Right to Withhold..................................  V-3
             4.7.  Limitations on Rights Associated with Units......................  V-3
             4.8.  Restrictions on Resale...........................................  V-4

ARTICLE V    ADMINISTRATION.........................................................  V-4
             5.1.  Formula Plan.....................................................  V-4
             5.2.  Decisions Final; Delegation; Reliance; and Limitation on              
                   Liability........................................................  V-4

ARTICLE VI   PLAN CHANGES AND TERMINATION...........................................  V-4
             6.1.  Amendments.......................................................  V-4
             6.2.  Term.............................................................  V-5
             6.3.  Distribution of Shares...........................................  V-5

ARTICLE VII  MISCELLANEOUS..........................................................  V-5
             7.1.  Limitation on Directors' Rights..................................  V-5
             7.2.  Beneficiaries....................................................  V-5
             7.3.  Benefits Not Assignable; Obligations Binding Upon Successors.....  V-5
             7.4.  Governing Law; Severability......................................  V-5
             7.5.  Compliance With Laws.............................................  V-5
             7.6.  Plan Construction................................................  V-5
             7.7.  Headings Not Part of Plan........................................  V-6
             7.8.  Stockholder Approval; Effective Date.............................  V-6

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LOCKHEED MARTIN CORPORATION 
DIRECTORS DEFERRED STOCK PLAN 

ARTICLE I 

TITLE, PURPOSE AND AUTHORIZED SHARES

     This Plan shall be known as "Lockheed Martin Corporation Directors Deferred
Stock Plan" and shall become effective as provided in Section 7.8, in           
anticipation of the business combination of Lockheed Corporation and Martin     
Marietta Corporation, as contemplated by the Agreement and Plan of              
Reorganization dated August 29, 1994, as the same may be amended. The purpose of
this Plan is to attract, motivate and retain experienced and knowledgeable      
directors of the Corporation and to further align their economic interest with  
the interests of stockholders generally. The total number of shares of Common   
Stock that may be delivered pursuant to awards under this Plan is 50,000,       
subject to adjustments contemplated by Section 4.6.                             

ARTICLE II

DEFINITIONS 

Whenever the following terms are used in this Plan they shall have the
meaning specified below unless the context clearly indicates to the contrary:   

          Accounts means a Director's Stock Unit Account and Dividend Equivalent
Stock Account.                                                        

         Average Fair Market Value means the average of the Fair Market Values
  of a share of Common Stock of the Corporation during the last 10 trading
days preceding the applicable date of determination.                  

 Award means the crediting of a Unit or Units under this Plan.

Award Date means June 1 of each year, commencing in 1995.   

   Beneficiary shall have the meaning specified in Section 7.2(b).

   Board of Directors or Board means the Board of Directors of the
Corporation.                                                          

Code means the Internal Revenue Code of 1986, as amended.   

     Common Stock means shares of Common Stock of the Corporation, par
    value $1.00 per share, subject to adjustments made under Section 4.5 or by
operation of law.                                                     

          Corporation means Lockheed Martin Corporation, a Maryland corporation,
and its successors and assigns.                                       

        Director means a member of the Board of Directors of the Corporation
  who is eligible to receive compensation in the form of retainer fees for
services in such capacity and who is not an officer or employee of the
Corporation or any of its subsidiaries.                               

          Disability means a "permanent and total disability" within the meaning
of Section 22(e)(3) of the Code.                                      

        Dividend Equivalent means the amount of cash dividends or other cash
  distributions paid by the Corporation on that number of shares of Common
     Stock equivalent to the number of Stock Units then credited to a Director's
Stock Unit Account and Dividend Equivalent Stock Account, which amount
 shall be allocated as additional Stock Units to the Director's Dividend
Equivalent Stock Account.                                             

   Dividend Equivalent Stock Account means the bookkeeping account
 maintained by the Corporation on behalf of a Director which is credited
 with Dividend Equivalents in the form of Stock Units in accordance with
Section 4.2.                                                          

       Effective Date means the effective date referred to in Section 7.8.

      Exchange Act means the Securities Exchange Act of 1934, as amended
from time to time.                                                    

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         Fair Market Value means the closing price of the Stock as reported on
   the composite tape of New York Stock Exchange issues (or, if the Stock is
   not so listed or if the principal market on which it is traded is not the
   New York Stock Exchange, such other reporting system as shall be selected
     by the Board) on the relevant date, or, if no sale of the Stock is reported
   for that date, the next preceding day for which there is a reported sale.

 Merger means the business combination described in Article I.

       Plan means the Lockheed Martin Corporation Directors Deferred Stock
Plan.                                                                 

Stock means Common Stock.                                   

     Stock Unit or Unit means a non-voting unit of measurement that is
     deemed for bookkeeping purposes to be equivalent to an outstanding share of
Common Stock of the Corporation and includes fractional units.        

      Stock Unit Account means the bookkeeping account maintained by the
   Corporation on behalf of each Director which is credited with Stock Units
in accordance with Section 4.1.                                       

ARTICLE III 

PARTICIPATION 

     Each Director shall become a participant in the Plan upon a crediting event
under Article IV.                                                               

ARTICLE IV

DEFERRAL ACCOUNTS 

4.1.  Stock Unit Account.                                             

 The Stock Unit Account of each Director shall be credited on each Award
Date with a number of Units determined by dividing $10,000 by the Average Fair  
Market Value of the Common Stock on the Award Date. A Director who is not       
serving as a director on an Award Date is not eligible for any portion of the   
Award for the applicable year.                                                  

4.2.  Dividend Equivalents; Dividend Equivalent Stock Account.        

     (a) Allocation of Dividend Equivalents.  Each Director shall be entitled to
receive Dividend Equivalents on the Units credited to his or her Stock Unit     
Account and Dividend Equivalent Account, whether before or after a termination  
of service, which Dividend Equivalents shall be credited to the Director's      
Dividend Equivalent Stock Account in accordance with Section 4.2(b) below.      

    (b) Dividend Equivalent Stock Account.  The Director's Dividend Equivalent
Stock Account shall be credited with an additional number of Units determined by
dividing the amount of Dividend Equivalents by the Fair Market Value of a share 
of Common Stock as of each dividend payment date. The Units credited to a       
Director's Dividend Equivalent Stock Account shall be allocated (for purposes of
distribution) in accordance with Section 4.4(b) and shall be subject to         
adjustment in accordance with Section 4.5.                                      

    4.3.  Vesting of Stock Unit Account and Dividend Equivalent Stock Account.

     The rights of each Director in respect of his or her Stock Unit Account and
related Dividend Equivalent Stock Account shall vest immediately on crediting.  

4.4.  Distribution of Benefits.                                       

  (a) Commencement of Benefits Distribution.  Subject to the terms of this
Section 4.4, each Director shall be entitled to receive a distribution of his or
her Accounts upon a termination of service (including but not limited to a      
retirement or resignation) as a Director of the Corporation.                    

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    (b) Manner of Distribution.  The benefits payable under this Plan shall be
distributed to the Director (or, in the event of his or her death, the          
Director's Beneficiary) in a lump sum, unless the Director elects in writing (on
forms provided by the Corporation) by the time specified in Section 4.4(f), to  
receive a distribution of his or her benefits in respect of such Units in       
approximately equal annual installments (before giving effect to                
post-termination crediting of additional Dividend Equivalents before the        
applicable payment date) for up to five years thereafter. Elections with respect
to any Units in the Stock Unit Account shall apply to all Dividend Equivalent   
Units attributable to those Stock Units, and to all Dividend Equivalent Units   
attributable to those Dividend Equivalent Units. Installment payments shall     
commence as of the date benefits become distributable under Section 4.4(a).     
Notwithstanding the foregoing, if the vested balance remaining in a Director's  
Stock Unit Account and Dividend Equivalent Stock Account is less than 50 shares,
then the remaining balance shall be distributed in shares in a lump sum.        

 (c) Effect of Death or Disability.  Notwithstanding Sections 4.4(a) and
(b), if a Director's service as a director terminates by reason of Disability,  
or a Director or former Director dies, the distribution of a Director's Accounts
(including remaining Account balances of a former Director) shall be made       
immediately in a lump sum.                                                      

    (d) Form of Distribution.  Stock Units credited to a Director's Stock Unit
Account and Dividend Equivalent Stock Account shall be paid and distributed by  
means of a distribution of an equivalent whole number of shares of the Common   
Stock. Fractions shall be accumulated and converted to Units, but any fractional
interest in a Unit shall be paid in cash on final distribution.                 

(e) Sub-Accounts.  The Administrator shall retain sub-accounts of a   
Director's Accounts as may be necessary to determine which Units are subject to 
any distribution elections under Section 4.4(b).                                

    (f) Timing of Elections.  A Director may elect an installment distribution
as provided in Section 4.4(b) only with respect to Units credited on a June 1   
which is at least 12 months following his or her election. Notwithstanding the  
preceding sentence, a Director's election to receive an installment distribution
may be made (i) with respect to Units to be credited on June 1, 1995, within 30 
days after the Merger (or, if later, at the time described in clause (ii)), and 
(ii) with respect to Units credited during the Director's first year of service 
on the Board, within 30 days after the Director commenced service as a Director 
(but in any event prior to the date on which the Units are credited).           

     4.5.  Adjustments in Case of Changes in Common Stock.  If there shall occur
any recapitalization, stock split (including a stock split in the form of a     
stock dividend), reverse stock split, merger, combination, consolidation, or    
other reorganization or any extraordinary non-cash dividend or other            
extraordinary distribution in respect of the Stock (whether in the form of      
Stock, other securities, or other property), or any split-up, spin-off,         
extraordinary redemption, or exchange of outstanding Stock, or there shall occur
any other similar corporate transaction or event in respect of the Stock, or a  
sale of substantially all the assets of the Corporation as an entirety,         
proportionate and equitable adjustments consistent with the effect of such event
on stockholders generally (but without duplication of benefits if Dividend      
Equivalents are credited) shall be made in the number and type of shares of     
Common Stock (or other cash, property or securities in respect thereof)         
reserved, and of Units, under this Plan.                                        

     4.6.  Corporation's Right to Withhold.  The Corporation shall satisfy state
or federal income tax withholding obligations, if any, arising upon distribution
of a Director's accounts by reducing the number of shares of Common Stock       
otherwise deliverable to the Director by the appropriate number of shares (based
on the Average Fair Market Value) required to satisfy such tax withholding      
obligation. If the Corporation, for any reason, cannot satisfy the withholding  
obligation in accordance with the preceding sentence, the Director shall pay or 
provide for payment in cash of the amount of any taxes which the Corporation may
be required to withhold with respect to the benefits hereunder.                 

   4.7.  Limitations on Rights Associated with Units.  A Director's Accounts
shall be memorandum accounts on the books of the Corporation. The Units credited
to a Director's Accounts shall be used solely as a device for the determination 
of the number of shares of Common Stock to be eventually distributed to such    
Director in accordance with this Plan. The Units shall not be treated as        
property or as a trust fund of any kind,                                        

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although the Corporation shall reserve shares to satisfy its obligations under  
this Plan. All shares of Common Stock or other amounts attributed to the Units  
shall be and remain the sole property of the Corporation, and each Director's   
rights in the Units is limited to the right to receive shares of Common Stock in
the future as herein provided. No Director shall be entitled to any voting or   
other stockholder rights with respect to Units granted under this Plan. The     
number of Units credited under this Section shall be subject to adjustment in   
accordance with Section 4.5.                                                    

    4.8.  Restrictions on Resale.  Stock distributed in respect of those Stock
Units that were first credited under Section 4.1 within six months of the       
distribution (and Dividend Equivalent Account Units credited under Section 4.2  
solely in respect thereof) may be legended or otherwise restricted so as to     
prevent a sale of the Stock within six months of the initial crediting of those 
Stock Units. Installments shall be deemed payable and paid in the order (i.e.,  
last-in, last-out) of the accrual of the underlying Units.                      

ARTICLE V 

ADMINISTRATION

  5.1.  Formula Plan.  This Plan shall be, to the maximum extent possible,
self-effectuating. This Plan shall be construed, interpreted and, to the extent 
required, administered by the Board or a committee appointed by the Board to act
on its behalf under this Plan. Notwithstanding the foregoing, but subject to    
Section 6.1 hereof, the Board shall have no discretionary authority with respect
to the amount, price or timing (as these terms are used under Rule 16b-3(c) of  
Rule 16b-3, as promulgated under the Exchange Act ("Rule 16b-3")) of any Award  
granted under this Plan and no director shall participate in any decision       
relating solely to his or her benefits. Subject to the foregoing, the Board may 
resolve any questions and make all other determinations and adjustments required
by this Plan, maintain all the necessary records for the administration of this 
Plan, and provide forms and procedures to facilitate the implementation of this 
Plan.                                                                           

5.2.  Decisions Final; Delegation; Reliance; and Limitation on        
Liability.  Any determination of the Board or committee made in good faith shall
be conclusive. In performing its duties, the Board or the committee shall be    
entitled to rely on public records and on information, opinions, reports or     
statements prepared or presented by officers or employees of the Corporation or 
other experts believed to be reliable and competent. The Board or the committee 
may delegate ministerial, bookkeeping and other non-discretionary functions to  
individuals who are officers or employees of the Corporation.                   

   Neither the Corporation nor any member of the Board, nor any other person
participating in any determination of any question under this Plan, or in the   
interpretation, administration or application of this Plan, shall have any      
liability to any party for any action taken or not taken in good faith under    
this Plan or for the failure of an Award (or action or payment in respect of an 
Award) to satisfy Code requirements for realization of intended tax             
consequences, to qualify for exemption or relief under Rule 16b-3, or to comply 
with any other law, compliance with which is not required on the part of the    
Corporation.                                                                    

ARTICLE VI

PLAN CHANGES AND TERMINATION

 6.1.  Amendments.  The Board of Directors shall have the right to amend
this Plan in whole or in part from time to time or may at any time suspend or   
terminate this Plan; provided, however, that no amendment or termination shall  
cancel or otherwise adversely affect in any way, without his or her written     
consent, any Director's rights with respect to Stock Units and Dividend         
Equivalents credited to his or her Stock Unit Account or Dividend Equivalent    
Stock Account. Notwithstanding the preceding, the provisions of this Plan that  
determine the amount, price or timing of benefits related to Stock Units or     
Dividend Equivalents shall not be amended more than once every six months (other
than as may be necessary to conform to any applicable changes in the Code or the
rules thereunder), unless such amendment would be consistent with the provisions
of Rule 16b-3(c)(2)(ii) (or any successor provision).                           

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  6.2.  Term.  This Plan shall continue for a period of 10 years following
the Merger, but continuance of this Plan is not assumed as a contractual        
obligation of the Corporation. In the event that the Board of Directors decides 
to terminate this Plan, it shall notify the Directors of its action in an       
instrument in writing, and this Plan shall be terminated at the time therein set
forth, and all Directors shall be bound thereby.                                

    6.3.  Distribution of Shares.  If this Plan terminates pursuant to Section
6.2, the distribution of the Accounts of a Director shall be made at the time   
provided in Section 4.4(a) and in a manner consistent with the elections made   
pursuant to Section 4.4(b).                                                     

ARTICLE VII 

MISCELLANEOUS 

  7.1.  Limitation on Directors' Rights.  Participation in this Plan shall
not give any Director the right to continue to serve as a member of the Board or
any rights or interests other than as herein provided. No Director shall have   
any right to any payment or benefit hereunder except to the extent provided in  
this Plan. This Plan shall create only a contractual obligation on the part of  
the Corporation as to such amounts and shall not be construed as creating a     
trust. This Plan, in and of itself, has no assets. Directors shall have only the
rights of general unsecured creditors of the Corporation with respect to amounts
credited or vested and benefits payable, if any, on their Accounts.             

7.2.  Beneficiaries.                                                  

  (a) Beneficiary Designation.  Upon forms provided and in accordance with
procedures established by the Corporation, each Director may designate in       
writing (and change a designation of) the Beneficiary or Beneficiaries (as      
defined in Section 7.3(b)) that the Director chooses to receive the Common Stock
payable under this Plan after his or her death, subject to applicable laws      
(including any applicable community property and probate laws).                 

(b) Definition of Beneficiary.  A Director's "Beneficiary" or         
"Beneficiaries" shall be the person or persons, including a trust or trusts,    
validly designated by the Director or, in the absence of a valid designation,   
entitled by will or the laws of descent and distribution to receive the         
Director's benefits under this Plan in the event of the Director's death.       

7.3.  Benefits Not Assignable; Obligations Binding Upon               
Successors.  Benefits of a Director under this Plan shall not be assignable or  
transferable and any purported transfer, assignment, pledge or other encumbrance
or attachment of any payments or benefits under this Plan, or any interest      
therein, other than pursuant to Section 7.2, shall not be permitted or          
recognized. Obligations of the Corporation under this Plan shall be binding upon
successors of the Corporation.                                                  

     7.4.  Governing Law; Severability.  The validity of this Plan or any of its
provisions shall be construed, administered and governed in all respects under  
and by the laws of the State of Maryland. If any provisions of this instrument  
shall be held by a court of competent jurisdiction to be invalid or             
unenforceable, the remaining provisions hereof shall continue to be fully       
effective.                                                                      

     7.5.  Compliance With Laws.  This Plan and the offer, issuance and delivery
of shares of Common Stock and/or the payment and deferral of compensation under 
this Plan are subject to compliance with all applicable federal and state laws, 
rules and regulations (including but not limited to state and federal reporting,
registration, insider trading and other securities laws) and to such approvals  
by any listing agency or any regulatory or governmental authority as may, in the
opinion of counsel for the Corporation, be necessary or advisable in connection 
therewith. Any securities delivered under this Plan shall be subject to such    
restrictions, and the person acquiring the securities shall, if requested by the
Corporation, provide such assurances and representations to the Corporation as  
the Corporation may deem necessary or desirable to assure compliance with all   
applicable legal requirements.                                                  

 7.6.  Plan Construction.  It is the intent of the Corporation that this
Plan satisfy and be interpreted in a manner that satisfies the applicable       
requirements of Rule 16b-3 so that Directors remain "disinterested" as          

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defined in Rule 16b-3 for purposes of administering other stock plans of the    
Corporation and will be entitled to the benefits of Rule 16b-3 or other         
exemptive rules under Section 16 of the Exchange Act and will not be subjected  
to avoidable liability thereunder. Any contrary interpretation shall be avoided.

     7.7.  Headings Not Part of Plan.  Headings and subheadings in this Plan are
inserted for reference only and are not to be considered in the construction of 
this Plan.                                                                      

     7.8.  Stockholder Approval; Effective Date.  This Plan has been approved by
the Board of Directors and by Lockheed Corporation and Martin Marietta          
Corporation as stockholders of the Corporation. This Plan shall become effective
upon the later to occur of the approval of this Plan by the stockholders of     
Lockheed Corporation and by the stockholders of Martin Marietta Corporation,    
provided that no Awards will be issued under this Plan prior to the Merger.     

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MARTIN MARIETTA CORPORATION 
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS 

PROXY                                                                           

The undersigned hereby appoints Edward E. Hood, Jr., Caleb B. Hurtt, Allen E.   
Murray, and each of them proxies of the undersigned, with full power of         
substitution, to vote and act for the undersigned at the Special Meeting of     
Stockholders of Martin Marietta Corporation ("Martin Marietta") to be held      
starting at 9:00 a.m., local time, on March 15, 1995, at The Drake Hotel, 140   
E. Walton Place, Chicago, Illinois, and at any adjournment or postponement      
thereof upon the following proposals:                                           

1.  THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION,           
DATED AS OF AUGUST 29, 1994, AMONG MARTIN MARIETTA, LOCKHEED CORPORATION
AND LOCKHEED MARTIN CORPORATION ("LOCKHEED MARTIN"), AS AMENDED AS OF   
  FEBRUARY 7, 1995, AND THE PLAN AND AGREEMENT OF MERGER, DATED AS OF AUGUST
   29, 1994, AMONG MARTIN MARIETTA, ATLANTIC SUB, INC. AND LOCKHEED MARTIN AND
THE TRANSACTIONS CONTEMPLATED THEREBY (TOGETHER, THE "COMBINATION       
PROPOSAL"), AS SET FORTH IN THE ACCOMPANYING JOINT PROXY                
  STATEMENT/PROSPECTUS DATED FEBRUARY 9, 1995, RECEIPT OF A COPY OF WHICH IS
HEREBY ACKNOWLEDGED;                                                    

2.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN 1995 OMNIBUS    
 PERFORMANCE AWARD PLAN (THE "OMNIBUS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS;                             

3.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN DIRECTORS       
DEFERRED STOCK PLAN (THE "DIRECTORS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS; AND                         

4.  SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.        

                                      Comments/Change of Address:_____________
                                      ________________________________________
                                      ________________________________________
                                      ________________________________________

                                      (If you have written in the above space,
                                      please mark the corresponding box on the
                        reverse side of this card)

To vote in accordance with the Board of Directors' recommendations, please sign 
and date the reverse side: no boxes need to be checked.                         

                                                                     SEE REVERSE
                                                                      SIDE

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                                                                /X/  Please mark
                                                                      your votes
                                                                      as in this
                                                                        example.

This proxy when properly executed will be voted in the manner directed herein.  
If no direction is made, this proxy will be voted FOR the Combination Proposal, 
FOR the Omnibus Plan Proposal and FOR the Directors Plan Proposal.              
Directors recommend a vote FOR Items 1, 2 and 3                                 

              FOR    AGAINST   ABSTAIN

1. The Combination Proposal        / /      / /       / /                       

2. The Omnibus Plan Proposal       / /      / /       / /                       

3. The Directors Plan Proposal     / /      / /       / /                       

The signer hereby revokes all previous proxies given by the signer to vote at   
said meeting or any adjournments or postponements thereof.                      

Comments/Change of                                                              
Address on reverse side    / /                                                  

I will attend the meeting  / /                                                  

Signature(s) _________________________________________     Date _______________ 

NOTE: Please sign exactly as name appears hereon. Joint owners should           
each sign.  When signing as attorney, executor, administrator, trustee or       
guardian, please give full title as such.                                       

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CONFIDENTIAL VOTING INSTRUCTIONS  
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   
TO: CHEMICAL BANK AS TRUSTEE UNDER THE MARTIN MARIETTA    
ENERGY SYSTEMS, INC. SAVINGS PLAN FOR SALARIED AND HOURLY EMPLOYEES   

PROXY                                                                           

In accordance with the provisions of the Martin Marietta Energy Systems, Inc.   
Savings Plan for Salaried and Hourly Employees (the "Plan"), you are            
instructed as follows with respect to voting shares of Common Stock of Martin   
Marietta Corporation ("Martin Marietta") which are credited to my account in    
the Plan at the Special Meeting of Stockholders of Martin Marietta to be held   
on March 15, 1995 and at any adjournment or postponement thereof upon the       
following proposals:                                                            

1.  THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION,           
DATED AS OF AUGUST 29, 1994, AMONG MARTIN MARIETTA, LOCKHEED CORPORATION
AND LOCKHEED MARTIN CORPORATION ("LOCKHEED MARTIN"), AS AMENDED AS OF   
  FEBRUARY 7, 1995, AND THE PLAN AND AGREEMENT OF MERGER, DATED AS OF AUGUST
   29, 1994, AMONG MARTIN MARIETTA, ATLANTIC SUB, INC. AND LOCKHEED MARTIN AND
THE TRANSACTIONS CONTEMPLATED THEREBY (TOGETHER, THE "COMBINATION       
PROPOSAL"), AS SET FORTH IN THE ACCOMPANYING JOINT PROXY                
  STATEMENT/PROSPECTUS DATED FEBRUARY 9, 1995, RECEIPT OF A COPY OF WHICH IS
HEREBY ACKNOWLEDGED;                                                    

2.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN 1995 OMNIBUS    
 PERFORMANCE AWARD PLAN (THE "OMNIBUS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS;                             

3.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN DIRECTORS       
DEFERRED STOCK PLAN (THE "DIRECTORS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS; AND                         

4.  IN YOUR DISCRETION, SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE     
SPECIAL MEETING.                                                        

                                      Comments/Change of Address:_____________
                                      ________________________________________
                                      ________________________________________
                                      ________________________________________

                                      (If you have written in the above space,
                                      please mark the corresponding box on the
                        reverse side of this card)

To vote in accordance with the Board of Directors' recommendations, please sign 
and date the reverse side, and mark the boxes labeled "For".                    

                                                                   SEE REVERSE
                                                                    SIDE

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                                                                /X/  Please mark
                                                                      your votes
                                                                      as in this
                                                                        example.

This proxy when properly executed will be voted in the manner directed herein.  
If no direction is made, this proxy will be voted in the same proportion as     
shares for which the Trustee receives voting instructions.                      
Directors recommend a vote FOR Items 1, 2 and 3                                 

              FOR    AGAINST   ABSTAIN

1. The Combination Proposal        / /      / /       / /                       

2. The Omnibus Plan Proposal       / /      / /       / /                       

3. The Directors Plan Proposal     / /      / /       / /                       

The signer hereby revokes all previous proxies given by the signer to vote at   
said meeting or any adjournments or postponements thereof.                      

Comments/Change of                                                              
Address on reverse side    / /                                                  

I will attend the meeting  / /                                                  

Signature(s) _________________________________________     Date _______________ 

(Please date, sign exactly as your name appears above and return in the         
enclosed envelope.  Your shares will be voted according to your instructions.   
If this form is not returned before March 13, 1995 or is returned signed, but   
with no voting instructions, any shares you hold in the Savings Plan for        
Salaried and Hourly Employees will be voted in the same proportion as shares    
for which the Trustee receives voting instructions, as provided by the Plan.)   

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CONFIDENTIAL VOTING INSTRUCTIONS  
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   
TO: CHEMICAL BANK AS TRUSTEE UNDER THE MARTIN MARIETTA  
ENERGY SYSTEMS, INC. 401(k) SAVINGS PLAN FOR SALARIED EMPLOYEES   

PROXY                                                                           

In accordance with the provisions of the Martin Marietta Energy Systems, Inc.   
401(k) Savings Plan for Salaried Employees (the "Plan"), you are instructed     
as follows with respect to voting shares of Common Stock of Martin Marietta     
Corporation ("Martin Marietta") which are credited to my account in the Plan at 
the Special Meeting of Stockholders of Martin Marietta to be held on            
March 15, 1995 and at any adjournment or postponement thereof upon the          
following proposals:                                                            

1.  THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION,           
DATED AS OF AUGUST 29, 1994, AMONG MARTIN MARIETTA, LOCKHEED CORPORATION
AND LOCKHEED MARTIN CORPORATION ("LOCKHEED MARTIN"), AS AMENDED AS OF   
  FEBRUARY 7, 1995, AND THE PLAN AND AGREEMENT OF MERGER, DATED AS OF AUGUST
   29, 1994, AMONG MARTIN MARIETTA, ATLANTIC SUB, INC. AND LOCKHEED MARTIN AND
THE TRANSACTIONS CONTEMPLATED THEREBY (TOGETHER, THE "COMBINATION       
PROPOSAL"), AS SET FORTH IN THE ACCOMPANYING JOINT PROXY                
  STATEMENT/PROSPECTUS DATED FEBRUARY 9, 1995, RECEIPT OF A COPY OF WHICH IS
HEREBY ACKNOWLEDGED;                                                    

2.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN 1995 OMNIBUS    
 PERFORMANCE AWARD PLAN (THE "OMNIBUS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS;                             

3.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN DIRECTORS       
DEFERRED STOCK PLAN (THE "DIRECTORS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS; AND                         

4.  IN YOUR DISCRETION, SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE     
SPECIAL MEETING.                                                        

                                      Comments/Change of Address:_____________
                                      ________________________________________
                                      ________________________________________
                                      ________________________________________

                                      (If you have written in the above space,
                                      please mark the corresponding box on the
                        reverse side of this card)

To vote in accordance with the Board of Directors' recommendations, please sign 
and date the reverse side, and mark the boxes labelled "For".                   

                                                                   SEE REVERSE
                                                                    SIDE

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                                                                /X/  Please mark
                                                                      your votes
                                                                      as in this
                                                                        example.

This proxy when properly executed will be voted in the manner directed herein.  
If no direction is made, this proxy will be voted in the same proportion as     
shares for which the Trustee receives voting instructions.                      
Directors recommend a vote FOR Items 1, 2 and 3                                 

              FOR    AGAINST   ABSTAIN

1. The Combination Proposal        / /      / /       / /                       

2. The Omnibus Plan Proposal       / /      / /       / /                       

3. The Directors Plan Proposal     / /      / /       / /                       

The signer hereby revokes all previous proxies given by the signer to vote at   
said meeting or any adjournments or postponements thereof.                      

Comments/Change of                                                              
Address on reverse side    / /                                                  

I will attend the meeting  / /                                                  

Signature(s) _________________________________________     Date _______________ 

(Please date, sign exactly as your name appears above and return in the         
enclosed envelope. Your shares will be voted according to your instructions.    
If this form is not returned before March 13, 1995 or is returned signed, but   
with no voting instructions, any shares you hold in the 401(k) Savings Plan for 
Salaried Employee will be voted in the same proportion as shares for which the  
Trustee receives voting instructions, as provided by the Plan.)                 

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CONFIDENTIAL VOTING INSTRUCTIONS  
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   
TO:  CHEMICAL BANK AS TRUSTEE UNDER THE MARTIN MARIETTA   
ENERGY SYSTEMS, INC. 401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES   

PROXY                                                                           

In accordance with the provisions of the Martin Marietta Energy Systems, Inc.   
401(k) Savings Plan for Hourly Employees (the "Plan"), you are instructed as    
follows with respect to voting shares of Common Stock of Martin Marietta        
Corporation ("Martin Marietta") which are credited to my account in the Plan at 
the Special Meeting of Stockholders of Martin Marietta to be held on March 15,  
1995 and at any adjournment or postponement thereof upon the following          
proposals:                                                                      

1.  THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION,           
DATED AS OF AUGUST 29, 1994, AMONG MARTIN MARIETTA, LOCKHEED CORPORATION
AND LOCKHEED MARTIN CORPORATION ("LOCKHEED MARTIN"), AS AMENDED AS OF   
  FEBRUARY 7, 1995, AND THE PLAN AND AGREEMENT OF MERGER, DATED AS OF AUGUST
   29, 1994, AMONG MARTIN MARIETTA, ATLANTIC SUB, INC. AND LOCKHEED MARTIN AND
THE TRANSACTIONS CONTEMPLATED THEREBY (TOGETHER, THE "COMBINATION       
PROPOSAL"), AS SET FORTH IN THE ACCOMPANYING JOINT PROXY                
  STATEMENT/PROSPECTUS DATED FEBRUARY 9, 1995, RECEIPT OF A COPY OF WHICH IS
HEREBY ACKNOWLEDGED;                                                    

2.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN 1995 OMNIBUS    
 PERFORMANCE AWARD PLAN (THE "OMNIBUS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS;                             

3.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN DIRECTORS       
DEFERRED STOCK PLAN (THE "DIRECTORS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS; AND                         

4.  IN YOUR DISCRETION, SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE     
SPECIAL MEETING.                                                        

                                      Comments/Change of Address:_____________
                                      ________________________________________
                                      ________________________________________
                                      ________________________________________

                                      (If you have written in the above space,
                                      please mark the corresponding box on the
                        reverse side of this card)

To vote in accordance with the Board of Directors' recommendations, please sign 
and date the reverse side, and mark the boxes labelled "For".                   

                                                                     SEE REVERSE
                                                                      SIDE

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                                                                /X/  Please mark
                                                                      your votes
                                                                      as in this
                                                                        example.

This proxy when properly executed will be voted in the manner directed herein.  
If no direction is made, this proxy will be voted in the same proportion as     
shares for which the Trustee receives voting instructions.                      
Directors recommend a vote FOR Items 1, 2 and 3                                 

              FOR    AGAINST   ABSTAIN

1. The Combination Proposal        / /      / /       / /                       

2. The Omnibus Plan Proposal       / /      / /       / /                       

3. The Directors Plan Proposal     / /      / /       / /                       

The signer hereby revokes all previous proxies given by the signer to vote at   
said meeting or any adjournments or postponements thereof.                      

Comments/Change of                                                              
Address on reverse side    / /                                                  

I will attend the meeting  / /                                                  

Signature(s) _________________________________________     Date _______________ 

(Please date, sign exactly as your name appears above and return in the         
enclosed envelope.  Your shares will be voted according to your instructions.   
If this form is not returned before March 13, 1995 or is returned signed, but   
with no voting instructions, any shares you hold in the 401(k) Savings Plan for 
Hourly Employees will be voted in the same proportion as shares for which the   
Trustee receives voting instructions, as provided by the Plan.)                 

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CONFIDENTIAL VOTING INSTRUCTIONS  
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   
TO: FIDELITY MANAGEMENT TRUST COMPANY (FMTC) AS   
TRUSTEE UNDER THE SANDIA CORPORATION SAVINGS AND SECURITY PLAN  

PROXY                                                                           

In accordance with the provisions of the Sandia Corporation Savings and         
Security Plan (the "Plan"), you are instructed as follows with respect to       
voting shares of Common Stock of Martin Marietta Corporation ("Martin           
Marietta") which are credited to my account in the Plan at the Special Meeting  
of Stockholders of Martin Marietta to be held on March 15, 1995 and at any      
adjournment or postponement thereof upon the following proposals:               

1.  THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION,           
DATED AS OF AUGUST 29, 1994, AMONG MARTIN MARIETTA, LOCKHEED CORPORATION
AND LOCKHEED MARTIN CORPORATION ("LOCKHEED MARTIN"), AS AMENDED AS OF   
  FEBRUARY 7, 1995, AND THE PLAN AND AGREEMENT OF MERGER, DATED AS OF AUGUST
   29, 1994, AMONG MARTIN MARIETTA, ATLANTIC SUB, INC. AND LOCKHEED MARTIN AND
THE TRANSACTIONS CONTEMPLATED THEREBY (TOGETHER, THE "COMBINATION       
PROPOSAL"), AS SET FORTH IN THE ACCOMPANYING JOINT PROXY                
  STATEMENT/PROSPECTUS DATED FEBRUARY 9, 1995, RECEIPT OF A COPY OF WHICH IS
HEREBY ACKNOWLEDGED;                                                    

2.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN 1995 OMNIBUS    
 PERFORMANCE AWARD PLAN (THE "OMNIBUS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS;                             

3.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN DIRECTORS       
DEFERRED STOCK PLAN (THE "DIRECTORS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS; AND                         

4.  IN YOUR DISCRETION, SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE     
SPECIAL MEETING.                                                        

                                      Comments/Change of Address:_____________
                                      ________________________________________
                                      ________________________________________
                                      ________________________________________

                                      (If you have written in the above space,
                                      please mark the corresponding box on the
                        reverse side of this card)

To vote in accordance with the Board of Directors' recommendations, please sign 
and date the reverse side, and mark the boxes labelled "For".                   

                                                                   SEE REVERSE
                                                                    SIDE

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                                                                /X/  Please mark
                                                                      your votes
                                                                      as in this
                                                                        example.

This proxy when properly executed will be voted in the manner directed herein.  
If no direction is made, this proxy will be voted in the same proportion as     
shares for which the Trustee receives voting instructions.                      
Directors recommend a vote FOR Items 1, 2 and 3                                 

              FOR    AGAINST   ABSTAIN

1. The Combination Proposal        / /      / /       / /                       

2. The Omnibus Plan Proposal       / /      / /       / /                       

3. The Directors Plan Proposal     / /      / /       / /                       

The signer hereby revokes all previous proxies given by the signer to vote at   
said meeting or any adjournments or postponements thereof.                      

Comments/Change of                                                              
Address on reverse side    / /                                                  

I will attend the meeting  / /                                                  

Signature(s) _________________________________________     Date _______________ 

(Please date, sign exactly as your name appears above and return in the         
enclosed envelope. Your shares will be voted according to your instructions.    
If this form is not returned before March 13, 1995 or is returned signed, but   
with no voting instructions, any shares you hold in the Sandia Corporation      
Savings and Security Plan will be voted in the same proportion as shares for    
which the Trustee receives voting instructions, as provided by the Plan.)       

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CONFIDENTIAL VOTING INSTRUCTIONS  
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   
TO:  FIDELITY MANAGEMENT TRUST COMPANY (FMTC) AS  
TRUSTEE UNDER THE SANDIA CORPORATION SAVINGS AND INCOME PLAN  

PROXY                                                                           

In accordance with the provisions of the Sandia Corporation Savings and         
Income Plan (the "Plan"), you are instructed as follows with respect to voting  
shares of Common Stock of Martin Marietta Corporation ("Martin Marietta") which 
are credited to my account in the Plan at the Special Meeting of Stockholders   
of Martin Marietta to be held on March 15, 1995 and at any adjournment or       
postponement thereof, upon the following proposals:                             

1.  THE PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION,           
DATED AS OF AUGUST 29, 1994, AMONG MARTIN MARIETTA, LOCKHEED CORPORATION
AND LOCKHEED MARTIN CORPORATION ("LOCKHEED MARTIN"), AS AMENDED AS OF   
  FEBRUARY 7, 1995, AND THE PLAN AND AGREEMENT OF MERGER, DATED AS OF AUGUST
   29, 1994, AMONG MARTIN MARIETTA, ATLANTIC SUB, INC. AND LOCKHEED MARTIN AND
THE TRANSACTIONS CONTEMPLATED THEREBY (TOGETHER, THE "COMBINATION       
PROPOSAL"), AS SET FORTH IN THE ACCOMPANYING JOINT PROXY                
  STATEMENT/PROSPECTUS DATED FEBRUARY 9, 1995, RECEIPT OF A COPY OF WHICH IS
HEREBY ACKNOWLEDGED;                                                    

2.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN 1995 OMNIBUS    
 PERFORMANCE AWARD PLAN (THE "OMNIBUS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS;                             

3.  THE PROPOSAL TO APPROVE THE ADOPTION OF THE LOCKHEED MARTIN DIRECTORS       
DEFERRED STOCK PLAN (THE "DIRECTORS PLAN PROPOSAL"), AS SET FORTH IN THE
AFORESAID JOINT PROXY STATEMENT/PROSPECTUS; AND                         

4.  IN YOUR DISCRETION, SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE     
SPECIAL MEETING.                                                        

                                      Comments/Change of Address:_____________
                                      ________________________________________
                                      ________________________________________
                                      ________________________________________

                                      (If you have written in the above space,
                                      please mark the corresponding box on the
                        reverse side of this card)

To vote in accordance with the Board of Directors' recommendations, please sign 
and date the reverse side, and mark the boxes labeled "For".                    

                                                                   SEE REVERSE
                                                                    SIDE

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                                                                /X/  Please mark
                                                                      your votes
                                                                      as in this
                                                                        example.

This proxy when properly executed will be voted in the manner directed herein.  
If no direction is made, this proxy will be voted in the same proportion as     
shares for which the Trustee receives voting instructions.                      
Directors recommend a vote FOR Items 1, 2, and 3                                

              FOR    AGAINST   ABSTAIN

1. The Combination Proposal        / /      / /       / /                       

2. The Omnibus Plan Proposal       / /      / /       / /                       

3. The Directors Plan Proposal     / /      / /       / /                       

The signer hereby revokes all previous proxies given by the signer to vote at   
said meeting or any adjournments or postponements thereof.                      

Comments/Change of                                                              
Address on reverse side    / /                                                  

I will attend the meeting  / /                                                  

Signature(s) _________________________________________     Date _______________ 

(Please date, sign exactly as your name appears above and return in the         
enclosed envelope.  Your shares will be voted according to your instructions.   
If this form is not returned before March 13, 1995 or is returned signed, but   
with no voting instructions, any shares you hold in the Sandia Corporation      
Savings and Income Plan will be voted in the same proportion as shares for      
which the Trustee receives voting instructions, as provided by the Plan.)       

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CONFIDENTIAL VOTING INSTRUCTIONS  
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   
TO: BANKERS TRUST COMPANY AS MASTER TRUSTEE UNDER THE   
MARTIN MARIETTA CORPORATION   
PERFORMANCE SHARING PLAN FOR PUERTO RICO EMPLOYEES  

PROXY                                                                           

In accordance with the provisions of the Martin Marietta Corporation            
Performance Sharing Plan for Puerto Rico Employees (the "Plan"), you are        
instructed as follows with respect to voting shares of Common Stock of Martin   
Marietta Corporation ("Martin Marietta") which are credited to my account in    
the Plan at the Special Meeting of Stockholders of Martin Marietta to be held   
on March 15, 1995 and at any adjournment or postponement thereof, upon the      
following proposals:  (i) the proposal to approve the Agreement and Plan of     
Reorganization, dated as of August 29, 1994, among Martin Marietta, Lockheed    
Corporation and Lockheed Martin Corporation ("Lockheed Martin"), as amended as  
of February 7, 1995, and the Plan and Agreement of Merger, dated as of August   
29, 1994, among Martin Marietta, Atlantic Sub, Inc. and Lockheed Martin and     
the transactions contemplated thereby (together, the "Combination Proposal"),   
as set forth in the accompanying Joint Proxy Statement/Prospectus dated         
February 9, 1995, receipt of a copy of which is hereby acknowledged, (ii) the   
proposal to approve the adoption of the Lockheed Martin 1995 Omnibus            
Performance Award Plan (the "Omnibus Plan Proposal"), as set forth in the       
aforesaid Joint Proxy Statement/Prospectus, (iii) the proposal to approve the   
adoption of the Lockheed Martin Directors Deferred Stock Plan (the "Directors   
Plan Proposal"), as set forth in the aforesaid Joint Proxy                      
Statement/Prospectus, and (iv) in your discretion, such other business as may   
properly come before the Special Meeting.                                       

To vote in accordance with the Board of Directors' recommendations, please sign 
and date the reverse side, and mark the boxes labelled "For".                   

                                                                     SEE REVERSE
                                                                      SIDE

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                                                                /X/  Please mark
                                                                      your votes
                                                                      as in this
                                                                        example.

This proxy when properly executed will be voted in the manner directed herein.  
If no direction is made, this proxy will be voted in the same proportion as     
shares for which the Trustee receives voting instructions.                      
Directors recommend a vote FOR Items 1, 2, and 3                                

              FOR    AGAINST   ABSTAIN

1. The Combination Proposal        / /      / /       / /                       

2. The Omnibus Plan Proposal       / /      / /       / /                       

3. The Directors Plan Proposal     / /      / /       / /                       

The signer hereby revokes all previous proxies given by the signer to vote at   
said meeting or any adjournments or postponements thereof.                      

I will attend the meeting  / /                                                  

Signature(s) _________________________________________     Date _______________ 

(Please date, sign exactly as your name appears above and return in the         
enclosed envelope.  Your shares will be voted according to your instructions.   
If this form is not returned before March 13, 1995 or is returned signed, but   
with no voting instructions, any shares you hold in the Performance Sharing     
Plan for Puerto Rico Employees will be voted in the same proportion as shares   
for which the Master Trustee receives voting instructions, as provided by the   
Plan.)                                                                          

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CONFIDENTIAL VOTING INSTRUCTIONS  
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   
TO: BANKERS TRUST COMPANY AS TRUSTEE UNDER THE MARTIN MARIETTA CORPORATION  
PERFORMANCE SHARING PLAN  

PROXY                                                                           

In accordance with the provisions of the Martin Marietta Corporation Performance
Sharing Plan (the "Plan"), you are instructed as follows with respect to voting 
shares of Common Stock of Martin Marietta Corporation ("Martin Marietta") which 
are credited to my account in the Plan at the Special Meeting of Stockholders   
of Martin Marietta to be held on March 15, 1995 and at any adjournment or       
postponement thereof, upon the following proposals: (i) the proposal to approve 
the Agreement and Plan of Reorganization, dated as of August 29, 1994, among    
Martin Marietta, Lockheed Corporation and Lockheed Martin Corporation           
("Lockheed Martin"), as amended as of February 7, 1995, and the Plan and        
Agreement of Merger, dated as of August 29, 1994, among Martin Marietta,        
Atlantic Sub, Inc. and Lockheed Martin and the transactions contemplated        
thereby (together, the "Combination Proposal"), as set forth in the             
accompanying Joint Proxy Statement/Prospectus dated February 9, 1995, receipt   
of a copy of which is hereby acknowledged, (ii) the proposal to approve the     
adoption of the Lockheed Martin 1995 Omnibus Performance Award Plan (the        
"Omnibus Plan Proposal"), as set forth in the aforesaid Joint Proxy             
Statement/Prospectus; (iii) the proposal to approve the adoption of the         
Lockheed Martin Directors Deferred Stock Plan (the "Directors Plan Proposal"),  
as set forth in the aforesaid Joint Proxy Statement/Prospectus; and (iv) in     
your discretion, such other business as may properly come before the Special    
Meeting.                                                                        

To vote in accordance with the Board of Directors' recommendations, please sign 
and date the reverse side, and mark the boxes labelled "For".                   

                                                                     SEE REVERSE
                                                                      SIDE

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                                                                /X/  Please mark
                                                                      your votes
                                                                      as in this
                                                                        example.

This proxy when properly executed will be voted in the manner directed herein.  
If no direction is made, this proxy will be voted in the same proportion as     
shares for which the Trustee receives voting instructions.                      
Directors recommend a vote FOR Items 1, 2, and 3                                

              FOR    AGAINST   ABSTAIN

1. The Combination Proposal        / /      / /       / /                       

2. The Omnibus Plan Proposal       / /      / /       / /                       

3. The Directors Plan Proposal     / /      / /       / /                       

The signer hereby revokes all previous proxies given by the signer to vote at   
said meeting or any adjournments or postponements thereof.                      

I will attend the meeting  / /                                                  

Signature(s) _________________________________________     Date _______________ 

(Please date, sign exactly as your name appears above and return in the enclosed
envelope. Your shares will be voted according to your instructions. If this     
form is not returned before March 13, 1995 or is returned signed, but with no   
voting instructions, any shares you hold in the Performance Sharing Plan will   
be voted in the same proportion as shares for which the Trustee receives voting 
instructions, as provided by the Plan.)                                         

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CONFIDENTIAL VOTING INSTRUCTIONS  
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   
TO: BANKERS TRUST COMPANY AS TRUSTEE UNDER THE MARTIN MARIETTA CORPORATION  
SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES  

PROXY                                                                           

In accordance with the provisions of the Martin Marietta Corporation            
Savings and Investment Plan for Hourly Employees (the "Plan"), you are          
instructed as follows with respect to voting shares of Common Stock of Martin   
Marietta Corporation ("Martin Marietta") which are credited to my account in    
the Plan at the Special Meeting of Stockholders of Martin Marietta to be held   
on March 15, 1995 and at any adjournment or postponement thereof, upon the      
following proposals: (i) the proposal to approve the Agreement and Plan of      
Reorganization, dated as of August 29, 1994, among Martin Marietta, Lockheed    
Corporation and Lockheed Martin Corporation ("Lockheed Martin"), as amended     
as of February 7, 1995, and the Plan and Agreement of Merger, dated as of       
August 29, 1994, among Martin Marietta, Atlantic Sub, Inc. and Lockheed Martin  
and the transactions contemplated thereby (together, the "Combination           
Proposal"), as set forth in the accompanying Joint Proxy Statement/Prospectus   
dated February 9, 1995, receipt of a copy of which is hereby acknowledged;      
(ii) the proposal to approve the adoption of the Lockheed Martin 1995 Omnibus   
Performance Award Plan (the "Omnibus Plan Proposal"), as set forth in the       
aforesaid Joint Proxy Statement/Prospectus, (iii) the proposal to approve the   
adoption of the Lockheed Martin Directors Deferred Stock Plan (the "Directors   
Plan Proposal"), as set forth in the aforesaid Joint Proxy                      
Statement/Prospectus; and (iv) in your discretion, such other business as may   
properly come before the Special Meeting.                                       

To vote in accordance with the Board of Directors' recommendations, please sign 
and date the reverse side, and mark the boxes labelled "For".                   

                                                                     SEE REVERSE
                                                                      SIDE

DEFM14A
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                                                                /X/  Please mark
                                                                      your votes
                                                                      as in this
                                                                        example.

This proxy when properly executed will be voted in the manner directed herein.  
If no direction is made, this proxy will be voted in the same proportion of     
shares for which the Trustee receives voting instructions.                      
Directors recommend a vote FOR Items 1, 2 and 3                                 

              FOR    AGAINST   ABSTAIN

1. The Combination Proposal        / /      / /       / /                       

2. The Omnibus Plan Proposal       / /      / /       / /                       

3. The Directors Plan Proposal     / /      / /       / /                       

The signer hereby revokes all previous proxies given by the signer to vote at   
said meeting or any adjournments or postponements thereof.                      

I will attend the meeting  / /                                                  

Signature(s) _________________________________________     Date _______________ 

(Please date, sign exactly as your name appears above and return in the         
enclosed envelope. Your shares will be voted according to your instructions. If 
this form is not returned before March 13, 1995 or is returned signed, but      
with no voting instructions, any shares you hold in the Savings and Investment  
Plan for Hourly Employees will be voted in the same proportion as shares for    
which the Trustee receives voting instructions as provided by the Plan.)