Lockheed Martin Pilots' Supplemental Retirement Plan



 Exhibit 10.5 
  
 LOCKHEED MARTIN SUPPLEMENTARY PENSION PLAN 
 FOR TRANSFERRED EMPLOYEES OF GE OPERATIONS 
  
 (Effective January 1, 2005) 









 ARTICLE I 
  

PURPOSES OF THE PLAN 
  
 The purposes of the Lockheed Martin Supplementary Pension Plan for Transferred Employees of GE Operations (the “Plan”) is to provide Transferred
Employees with a supplemental pension benefit that, in combination with the Martin Marietta Corporation Retirement Income Plan II (now the Lockheed Martin Corporation Retirement Income Plan) or KAPL Inc. Pension Plan for Salaried Employees and
anticipated social security benefits, delivers a total retirement income equal to a maximum of 60 percent of the employee’s average compensation over the final three years. 
  
 The Plan is amended and restated effective January 1, 2005, in order to comply with the requirements of Code section
409A. The amendment and restatement applies only to the portion of a Participant’s benefit that is earned or becomes vested on or after January 1, 2005. The portion of a Participant’s benefit that was earned and vested prior to
January 1, 2005 shall be governed by Appendix A. 
  

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 ARTICLE II 
  

DEFINITIONS 
  
 Unless the context indicates otherwise, the following words and phrases when used in this Plan shall have the meanings hereinafter indicated: 

 
 1. BENEFICIARY — The person or persons designated by the Participant
as his or her beneficiary under the Qualified Pension Plan. If no beneficiary is designated under the Qualified Pension Plan, or if no designated beneficiary survives the Participant, the Participant’s estate shall be the beneficiary.

  
 2. BOARD — The Board of Directors of Lockheed Martin
Corporation. 
  
 3. CODE — The Internal Revenue Code of 1986,
as amended. 
  
 4. COMMITTEE — The committee described in
Section 1 of Article VII. 
  
 5. COMPANY — Lockheed
Martin Corporation and its subsidiaries. 
  
 6. ELIGIBLE EMPLOYEE
— An employee of the Company who transferred employment to Martin Marietta Corporation as a result of the agreement between Martin Marietta Corporation and General Electric Company dated November 22, 1992 or who transferred employment
under the Lakeland Transfer Agreement and who meets the eligibility criteria in Section 1 of Article III, and who satisfies such additional requirements for participation in this Plan as the Committee may from time to time establish. The
Pension Plans Administration Committee shall interpret the participation requirements established by the Committee for all Participants except elected officers subject to Section 16(b) of the Securities and Exchange Act of 1934. Determinations
of participation requirements for elected officers shall be made by the Committee. 
  
 7. GRANDFATHERED 2004 BENEFIT — The benefit calculated under the terms of the Plan in effect prior to January 1, 2005 (attached as Appendix A), determined as if the Participant had terminated from employment
on December 31, 2004 (or the Participant’s actual termination date, if earlier). 
  
 8. PARTICIPANT — An Eligible Employee who meets the requirements for participation contained in Article III; the term shall include a former employee and survivors/beneficiaries whose benefit has not been fully
distributed. 
  
 9. PLAN – The Lockheed Martin Supplementary
Pension Plan for Transferred Employees of GE Operations, or any successor plan. 
  

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 10. QUALIFIED PENSION PLAN – The Lockheed Martin Corporation Retirement Income Plan
(“Retirement Income Plan “) or KAPL Inc. Pension Plan for Salaried Employees (“KAPL Inc. Plan”). All terms used in this Plan which are defined in the Retirement Income Plan or KAPL Inc. Plan have the same meanings, unless
otherwise expressly provided in this Plan. 
  
 11. YEAR — The
calendar year. 
  

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 ARTICLE III 
  
 SUPPLEMENTARY PENSION BENEFIT 
  

1. Eligibility. Each Employee who was classified as an Executive Career Band (“EB”) employee on or prior to December 31, 1993,
who has five or more years of Vesting Service and who is a participant in the Qualified Pension Plan shall be eligible to receive benefits under this Article III. However, except as provided in Section 2.D., an Employee who retires under the
Qualified Pension Plan before the first day of the month following attainment of age 55 or an Employee who leaves the Service of the Company before attainment of age 55, shall not be eligible for a benefit under this Article III. 
  
 An Employee who meets the other requirements specified in
this Section shall be eligible for benefits under this Article III so long as his assigned position level or position of equivalent responsibility throughout any consecutive three years of the 15 year period ending on the last day of the month
preceding his termination of service is at least at the level of a director (or other position equivalent to General Electric Company’s EB) even though he is not employed at that level on the date his Service terminates. 
  
 2. Amount of Benefit. 
  
 A. Definitions. For purposes of this Section 2, the following
terms have the following meanings: 
  
 Annual
Estimated Social Security Benefit. The annual equivalent of the maximum possible Primary Insurance Amount payable, after reduction for early retirement, as an old-age benefit to an employee who retired at age 62 on January 1 of the calendar
year in which occurred the Employee’s actual date of retirement or death, whichever is earlier. The Company shall determine the Annual Estimated Social Security Benefit in accordance with the Social Security Act in effect at the end of the
calendar year preceding such January 1. 
  
 If an Employee has less than 35 years of Credited Service, the Annual Estimated Social Security Benefit determined under the above paragraph is multiplied by a factor, the numerator of which is the number of years of the Employees’
Credited Service to his or her date of retirement or death, whichever is earlier, and the denominator of which is 35. 
  
 The Annual Estimated Social Security Benefit shall be adjusted to include any social security, severance, or similar benefit provided
under foreign law or regulations as the Committee may prescribe by rules and regulations. 
  

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 Annual Pension Payable under the Qualified Pension Plan. The sum of: 

 
 (1) (i) the annual normal, early or late retirement
benefit under Article V of the Qualified Pension Plan, including the Personal Pension Account (excluding the regular supplement under Article V(4) of the Qualified Pension Plan), or (ii) the normal, optional or disability retirement benefit
under the RIP II or KAPL Annex of the Qualified Pension Plan, less 
  
 (2) to the extent the Committee so determines, the benefit payable under any other pension plan contract, or policy of the Plan Sponsor (whether qualified or non-qualified), or government program attributable to
periods of service for which Credited Service is granted by the Committee for the determination of the benefit under this Plan or is credited by the Qualified Pension. All such amounts shall be determined before applying any reduction factors for
Early, Optional or Disability Retirement, for election of any optional form of Pension at retirement, a qualified domestic relations order(s), if any, or in connection with any other adjustment or supplement made pursuant to the Qualified Pension
Plan or any other pension plan. 
  
 For purposes of this paragraph, the
Employee’s Pension shall include the Personal Pension Account Annuity payable to the Employee or the Employee’s spouse on the date of the Employee’s retirement or death, regardless of whether such annuity commenced on such date.

  
 Annual Retirement Income. For
Employees who retire or die in active Service on or after April 5, 1993, the amount determined by multiplying 1.75% of Average Annual Compensation by the number of years of Credited Service completed at the date of retirement or death,
whichever is earlier. 
  
 Average Annual
Compensation. One-third of the Employee’s Compensation for the highest consecutive three years during the last 10 years immediately preceding his date of retirement or death, whichever is earlier. In computing Average Annual Compensation,
normal straight-time earnings shall be substituted for actual Compensation for any month in which such normal straight-time earnings are greater. 
  
 Compensation. Salary (including any deferred salary approved by the Committee as compensation for purposes of this Plan) plus:

  
 (1) For persons then eligible for Incentive
Compensation, the total amount of any Management Incentive Compensation Plan earnings, unless such Incentive Compensation is excluded by the Board or a committee thereof; 
  
 (2) For persons who would then have been eligible for Incentive Compensation if they had not been
participants in a Sales Commission Plan or other variable compensation plan, the total amount of sales commissions (or other variable compensation earned unless such compensation is excluded by the Board or a committee thereof); 
  

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 (3) For all other persons, the sales commissions and other variable compensation earned
to the extent such earnings were then included under the Qualified Pension Plan, plus any amounts (other than salary and those mentioned in clauses (1) through (3) above) which were then included as compensation under the Qualified Pension
Plan except any amounts which the Committee may exclude from the computation of “Compensation” and subject to the powers of the Committee with respect to payment of benefits. 
  
 The Committee shall specify the basis for determining an Employee’s Compensation for any portion of the three years used to compute the
Employee’s Average Annual Compensation during which the Employee was not employed by an employer participating in this Plan. 
  
 Credited Service. Credited Service has the same meaning as in the Qualified Pension Plan. For periods before January 1, 1976,
Credited Service as a full-time Employee also includes all Service credited under the Qualified Pension Plan for any period during which the employee was a full-time Employee for purposes of the Qualified Pension Plan. Credited Service also
includes: 
  
 (1) Any period of Service with the
Company or an Affiliate as the Committee may otherwise provide by rules and regulations issued with respect to this Plan; and 
  
 (2) Any period of service with another employer as the Board may approve, if any conditions specified in such approval have been met.

  
 B. Normal Retirement Benefit. Subject to the
limitations in Section G and Section 1 of Article VII, the benefit payable to an eligible Employee who retires on or after his or her normal retirement date under the Plan, shall be the excess, if any, of the employee’s Annual Retirement
Income, over the sum of 
  
 (1) The
Employee’s Annual Pension Payable under the Qualified Pension Plan (including the Personal Pension Account Annuity and excluding any supplements payable under the Qualified Pension Plan) (calculated as a five-year certain annuity), 

 
 (2)  1/2 of the Employee’s Annual Estimated Social Security Benefit, 
  
 (3) the benefit payable from the Lockheed Martin Corporation Supplemental Retirement Plan. 
  
 C. Early, Optional or Disability Retirement. Subject to the
limitations in Section G and Section 1 of Article VII, the benefit payable to an eligible Employee who, after reaching age 60, retires on an optional retirement date under the Qualified Pension Plan shall be computed in the 

  

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manner provided by Section B (for an employee retiring on his or her normal retirement date) but taking into account only Credited Service and Average Annual
Compensation to the actual date of optional retirement. The annual benefit payable to an eligible Employee who, after reaching age 55 (but before reaching age 60), retires under the early retirement provisions of the Qualified Pension Plan shall
equal the amount in section B but taking into account only Credited Service and Average Annual Compensation to the Employee’s actual termination of employment and reduced for early retirement using the early retirement reduction factor under
Article V(2) of the Qualified Pension Plan. 
  
 Subject to the
requirements of Section 1 of Article VII, the annual benefit payable to an eligible Employee who has satisfied the eligibility requirements to receive a Disability Pension under the RIP II or KAPL Annex of the Qualified Pension Plan (to the
extent consistent with the requirements of Code section 409A(a)(2(C)) shall be computed in the manner provided by Section B (for an Employee retiring on his normal retirement date) taking into account only Credited Service and Average Annual
Compensation to the actual date of disability retirement and not reduced for the Disability Supplement in the RIP II or KAPL Annex of the Qualified Pension Plan. In the case of an eligible Employee whose date of retirement precedes the first day of
the month after reaching age 60 the Plan benefit shall then be reduced by 12%. 
  
 Subject to provisions of Section 1 of Article VII, if the Disability Pension payable to the Employee under the Qualified Pension Plan is discontinued as a result of the Employee’s disability ceasing before
the Employee reaches age 60, the benefit provided under this Section C. shall also be discontinued. 
  
 D. Special Benefit Protection for Certain Employees. Subject to the provisions of Section 1 of Article VII, a former Employee whose Service
with the Company is terminated on or after December 31, 1994 and after completing 25 or more years of Vesting Service, who does not withdraw his required or voluntary contributions from the Qualified Pension Plan before retirement, shall be
eligible for a benefit under this Plan commencing upon the later of termination of employment with the Company and the attainment of age 60 if: 
  
 (1) the Employee’s Service is terminated for transfer to a successor employer and 
  
 (2) the Employee does not retire under the Qualified Pension
Plan until the later of (1) termination of service with the successor employer and (2) the first of the month after reaching age 60. 
  
 In determining the benefit under this Plan, the Average Annual Compensation shall be based on the last 120 completed months with the successor employer
before the Employee’s Service termination date and the Annual Estimated Social Security Benefit shall be determined as though the Employee’s retirement date was the date of termination. 
  
 E. Survivor Benefits. Subject Section 1 of Article VII, if a
survivor benefit applies with respect to the past and future service annuity portion of a Employee’s Annual Pension payable under the Qualified Pension Plan, such survivor benefit shall automatically apply to any benefit 

  

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which he or she may be eligible under this Plan. The Employee’s benefit shall be adjusted and paid in the same manner as such pension payable under the
Qualified Pension Plan is adjusted and paid on account of such survivor benefit. Payments to the survivor shall commence as soon as administratively practicable following the later of: (1) the Employee’s 55th birthday, or (2) the Employee’s date of death. 
  
 F. Payments Upon Death. 
  
 Subject to the provisions of Section 1 of Article VII, if an eligible Employee dies in active Service, or following retirement with a benefit from
this Plan, and a death benefit (other than a return of Employee contributions with interest including an Employee’s Personal and Voluntary Pension Account) is payable to the beneficiary or Surviving Spouse of such Employee under the Qualified
Pension Plan, a death benefit shall also be payable to the beneficiary or Surviving Spouse under this Plan as follows: 
  
 (1) Any such death benefit payable to a surviving spouse under this Plan shall equal 50% of the Employee’s Annual Retirement Income
under this Plan reduced by (1) 100% of the Employee’s preretirement surviving spouse benefit payable or other lump sum benefit under the Qualified Pension Plan, (2) 25% of the Employee’s Annual Estimated Social Security Benefit,
(3) the Employee’s Personal Pension Account benefit , and (4) the benefit payable under the Lockheed Martin Corporation Supplemental Retirement Plan. Payments to the surviving spouse shall commence as soon as administratively
practicable after the later of: (1) the Employee’s 55th birthday, or (2) the Employee’s date of
death. 
  
 (2) Any such death benefit payable to
a surviving spouse under this Plan shall take into account only Credited Service and Average Annual Compensation to the earlier of the Employee’s death or termination of employment and will be reduced for early retirement using the early
retirement reduction factors under Article V(2) of the Qualified Pension Plan. 
  
 (3) Subject to the provisions of Section 1 of Article VII, any such benefit payable to a surviving spouse shall be paid as soon as
administratively practicable after the later of: (1) the Employee’s 55th birthday, or (2) the
Employee’s date of death and will be paid in accordance with the payment provisions of the RIP or KAPL Annex of the Qualified Pension Plan. If benefits from the Qualified Pension Plan are paid under the payment provisions of the RIP or KAPL
Annex of the Qualified Pension Plan, then benefits from this Plan will be paid in the same payment form. 
  
 G. Limitations on Benefits. 
  
 (a) Notwithstanding any provision of this Plan to the contrary, if the sum of: 
  
 (1) The annual benefit (calculated before applying any
reductions for early retirement or additions for any supplements payable under the Qualified Pension Plan, and prior to any calculation for disability retirement reductions) otherwise payable to an Employee under this Plan; 
  

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 (2) The Employee’s Annual Pension Payable under the Qualified Pension Plan
(including the Personal Pension Account Annuity) (calculated as a five-year certain annuity); 
  
 (3) 100% of the Annual Estimated Social Security Benefit before any adjustment for less than 35 years of Pension Benefit Service;

  
 (4) the Employee’s annual benefit under
the Lockheed Martin Corporation Supplemental Retirement Plan; and 
  
 to the extent the Committee so determines, the benefit payable under any other pension plan contract, or policy of the Plan Sponsor (whether qualified or non-qualified), or government program attributable to periods of service for which
Credited Service is granted by the Committee for the determination of the benefit under this Plan or is credited by the Qualified Pension exceeds 60% of his or her Annual Average Compensation, the benefit payable under this Plan shall be reduced by
the amount of the excess. 
  
 (b) Notwithstanding
any provision in this Plan to the contrary, the amount of the benefit payable and any death benefit payable to or on behalf of any Employee who is or was an Officer of the Company on the date of his termination of employment or death, whichever is
earlier, shall be determined according to such general rules and regulations as a Committee appointed by the Board of Directors may adopt, subject to the limitation that any such benefit or death benefit may not exceed the amount which would be
payable under this Plan in the absence of such rules and regulations. 
  
 H. Adjustments Following Retirement. If the Pension payable under the Qualified Pension Plan to any Employee is increased following the Employee’s retirement as a result of a general increase in the Pensions payable to retired
employees under that plan, no such increase will be made under this Plan. 
  
 I. Non-duplication of Benefits. Benefits under this Article III are intended to supplement the Participant’s actual benefit under the Qualified Pension Plan as necessary to provide the Participant with the
full benefit the Participant would have received under the Qualified Pension Plan with the special adjustments described above. To prevent duplication of benefits, the full benefit under the Qualified Pension Plan and the enhanced benefit described
above shall be calculated without reduction for Code section 415 and Code section 401(a)(17), then reduced by the benefit payable from the Qualified Pension Plan and further reduced by the benefit payable from the Lockheed Martin Corporation
Supplemental Retirement Plan, then reduced by the Grandfathered 2004 Benefit. Participants have no right to duplicate benefits with respect to the same period of service, and the Committee may make such adjustments to the benefits under this Plan as
the Committee deems necessary to prevent duplication of benefits. 
  

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 ARTICLE IV 
  

PAYMENT OF BENEFITS 
  
 1. Vesting. Except as provided in Article V, and subject to the Company’s right to discontinue the Plan as provided in Article VI, a
Participant shall have a non-forfeitable interest in benefits payable under this Plan to the same extent as benefits are vested under the applicable Qualified Pension Plan. As provided in Article V, if a Participant acquires a right to receive
payments under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. 
  
 2. Form of Payment. A Participant may elect to receive benefits in any annuity form that is available under a Qualified Pension Plan on the date of
the Participant’s election that has been designated by the Senior Vice President, Human Resources as available for election under this Plan, provided (i) the election is filed with the Company in writing no later than the later of
(a) December 16, 2005 and (b) the date that is 30 days after the Participant commences participation in the Plan, and (ii) the Participant’s employment has not terminated prior to filing the election. If the Participant has
not validly elected a form of payment, (i) an unmarried Participant shall be deemed to have elected payment in the form of a monthly annuity for the life of the Participant with no further payments to anyone after his or her death, and
(ii) a married Participant shall be deemed to have elected payment in the form of a reduced monthly annuity for the life of the Participant with, after the Participant’s death, a 50% survivor annuity for the life of the Participant’s
spouse. No lump sum payment form is available under this Plan. Actuarial adjustments shall be based on the factors set forth in the Qualified Pension Plan. All elections under this Section 2 must be made in the form and manner prescribed by the
Company. Benefits paid in a form described in this Section 2 shall commence as soon as administratively practicable following the later of (i) the month in which the Participant terminates employment, or (ii) the month in which the
Participant attains age 55. Notwithstanding the foregoing, benefits paid on account of the termination of employment of a Participant who is reasonably determined by the Company to be a “specified employee” within the meaning of Code
section 409A(a)(2)(B)(i), shall not commence before six (6) months following the month in which the Participant terminates employment No interest shall be paid between the date of termination of employment and the payment date. 
  
 Subject to the provisions of Section 1 of Article VII, if an
Employee’s pension benefit under the Qualified Pension Plan is suspended for any month in accordance with the re-employment provisions thereof, the Employee’s benefit under this Plan for that month shall likewise be suspended. 

 
 Cash-out of Small Benefits. Notwithstanding the above, if the Value
of the sum of the benefits payable to a Participant or Beneficiary under this Plan does not exceed $10,000, all such benefits will be paid in a single lump sum payment in full discharge of all liabilities with 

  

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respect to such benefits. For purposes of this Section, Value shall be determined as of the Participant’s termination of employment or attainment of age
fifty-five (55), as applicable, and shall mean the present value of a Participant’s or Beneficiary’s benefits, excluding the Grandfathered 2004 Benefit, based upon the applicable mortality table and applicable interest rate in Code section
417(e)(3)(ii) for the calendar month preceding the Plan Year in which the termination of employment or attainment of age fifty-five (55) occurs. Notwithstanding the foregoing sentence, benefits paid under this Section 2. to a Participant
who is reasonably determined by the Company to be a “specified employee” within the meaning of Code section 409A(a)(2)(B)(i), shall not commence before six (6) months following the later of (i) the month in which the Participant
terminates employment, or (ii) the month in which the Participant attains age fifty-five (55). No interest shall be paid between the date of termination of employment or attainment of age fifty-five (55), as applicable, and the payment date.

  
 Prospective Elections. Participants may elect to change
the form of payment of benefits or further delay the commencement of benefits as provided in this Section 2. All prospective elections must be made in the form and manner prescribed by the Company. This provision does not apply to Surviving
Spouses or Beneficiaries. Subject to the provisions of Section 1 of Article VII, other changes in the form of benefit, including changes between actuarially equivalent forms of benefit, if any, may be made only as determined by the Senior Vice
President, Human Resources, of the Company in accordance with Code section 409A. 
  
 Form of Payment. A Participant may elect to delay the commencement of payments or to receive payment in any other annuity form designated by the Senior Vice President, Human Resources, of the Company, provided
that such election is made in writing not less than twelve (12) months before the date the payment would have first commenced under the Participant’s prior election. In addition, the first payment under the new election must commence no
earlier than sixty (60) months from the date when the payment would have first commenced under the Participant’s prior election. 
  
 3. Deductibility of Payments. Subject to the provisions of Section 1 of Article VII, in the event that the payment of benefits under
Section 2 would prevent the Company from claiming an income tax deduction with respect to any portion of the benefits paid, the Committee shall have the right to modify the form and timing of distributions as necessary to maximize the
Company’s tax deductions. In the exercise of its discretion to adopt a modified distribution schedule, the Committee shall undertake to have distributions made at such times and in such amounts as most closely approximate the payment method
described in Section 2, consistent with the objective of maximum deductibility for the Company. The Committee shall have no authority to reduce a Participant’s accrued benefit under this Plan or to pay aggregate benefits less than the
Participant’s accrued benefit in the event that all or a portion thereof would not be deductible by the Company. 
  

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 4. Change of Law. Notwithstanding anything to the contrary herein, subject to the provisions of
Section 1 of Article VII, if the Committee determines in good faith, based on consultation with counsel, that the federal income tax treatment or legal status of this Plan has or may be adversely affected by a change in the Code, Title I of the
Employee Retirement Income Security Act of 1974, or other applicable law or by an administrative or judicial construction thereof, the Committee may direct that the benefits of affected Participants or of all Participants be distributed as soon as
practicable after such determination is made, to the extent deemed necessary or advisable by the Committee to cure or mitigate the consequences, or possible consequences of, such change in law or interpretation thereof. 
  
 5. Acceleration upon Change in Control. 
  
 Notwithstanding any other provision of the Plan, the accrued
benefit of each Participant shall be one-hundred percent (100%) vested and distributed in a single lump sum within fifteen (15) calendar days following a “Change in Control.” 
  
 For purposes of this Plan, a Change in Control shall include
and be deemed to occur upon the following events: 
  

	 	(a)	A tender offer or exchange offer is consummated for the ownership of securities of the Company representing 25% or more of the combined voting power of the Company’s then
outstanding voting securities entitled to vote in the election of directors of the Company. 

  

	 	(b)	The Company 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
Company (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). 


 

	 	(c)	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 Company representing 25% or more of the combined voting power of the Company’s then outstanding securities
entitled to vote in the election of directors of the Company. 

  

	 	(d)	 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 



  

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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). 


  

	 	(e)	The stockholders of the Company approve a plan of liquidation and dissolution or the sale or transfer of substantially all of the Company’s business and/or assets as an
entirety to an entity that is not a Subsidiary. 

  
 Notwithstanding the foregoing, no distribution shall be made solely on account of a Change in Control and prior to the benefit commencement date specified in Section 2 of Article V unless the Change in Control is
an event qualifying for a distribution of deferred compensation under Section 409A(a)(2)(A)(v) of the Code. 
  
 This Section 5 shall apply only to a Change in Control of Lockheed Martin Corporation and shall not cause immediate payout of
benefits under this Plan in any transaction involving the Company’s sale, liquidation, merger, or other disposition of any subsidiary. 
  
 The Committee may cancel or modify this Section 5 at any time prior to a Change in Control. In the event of a Change in Control, this
Section 5 shall remain in force and effect, and shall not be subject to cancellation or modification for a period of five years, and any defined term used in Section 5 shall not, for purposes of Section 5, be subject to cancellation
or modification during the five year period. 
  
 6. Tax
Withholding. To the extent required by law, the Company shall withhold from benefit payments hereunder any Federal, state, or local income or payroll taxes required to be withheld and shall furnish the recipient and the applicable government
agency or agencies with such reports, statements, or information as may be legally required. No benefit payments shall be made to the Participant until the withholding obligation for taxes under Code sections 3101(a) and 3101(b) has been satisfied
with respect to the Participant. 
  
 7. Retiree Medical
Withholding. A Participant may direct the Company to withhold from the Participant’s benefit payments hereunder all or a portion of the amount that the Participant is required to pay for Company-provided retiree medical coverage.

  

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 ARTICLE V 
  

EXTENT OF PARTICIPANTS’ RIGHTS 
  
 1. Unfunded Status of Plan. This Plan constitutes a mere contractual promise by the Company to make payments in the future, and each
Participant’s rights shall be those of a general, unsecured creditor of the Company. No Participant shall have any beneficial interest in any specific assets that the Company may hold or set aside in connection with this Plan. Notwithstanding
the foregoing, to assist the Company in meeting its obligations under this Plan, the Company may set aside assets in a trust or trusts described in Revenue Procedure 92-64, 1992-2 C.B. 422, and the Company may direct that its obligations under this
Plan be satisfied by payments out of such trust or trusts. The assets of any such trust will remain subject to the claims of the general creditors of the Company. It is the Company’s intention that the Plan be unfunded for Federal income tax
purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974. 
  
 2. Nonalienability of Benefits. A Participant’s rights 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 shall not be permitted or recognized, other than the designation of, or passage of payment rights to, a Beneficiary or transfer of an interest in this Plan to a Participant’s former
spouse incident to divorce under a Qualified Domestic Relations Order. 
  
 3. Forfeiture. If, following the date on which a Participant shall retire under this Plan, a Participant shall engage in the operation or management of a business, whether as owner, stockholder, partner, officer, employee,
consultant, or otherwise, which at such time is in competition with the Company or any of its subsidiaries, or shall disclose to unauthorized persons information relative to the business of the Company or any of its subsidiaries which the
Participant shall have reason to believe is confidential, or otherwise act, or conduct oneself, in a manner which the Participant shall have reason to believe is contrary to the best interest of the Company, or shall be found by the Committee to
have committed an act during the term of the Participant’s employment which would have justified the Participant being discharged for cause, the Participant’s retirement benefit under this Plan shall terminate. Application of this Section
will be at the discretion of the Committee. 
  

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 ARTICLE VI 
  

AMENDMENT OR TERMINATION 
  
 1. Amendment. The Board may amend, modify, suspend or discontinue this Plan at any time subject to any shareholder approval that may be required
under applicable law, provided, however, that no such amendment shall have the effect of reducing a Participant’s accrued benefit or postponing the time when a Participant is entitled to receive a distribution of his accrued benefit unless each
affected Participant consents to such change. 
  
 2.
Termination. Subject to the provisions of Section 1 of Article VII, the Board reserves the right to terminate this Plan at any time and to pay all Participants their accrued benefits in a lump sum or to make other provisions for the
payment of benefits (e.g. purchase of annuities) immediately following such termination or at such time thereafter as the Board may determine. 
  
 3. Transfer of Liability. The Board reserves the right to transfer to another entity all of the obligations of Company with respect to a
Participant under this Plan if such entity agrees pursuant to a binding written agreement with the Company or its subsidiaries to assume all of the obligations of the Company under this Plan with respect to such Participant. 
  
 4. Merger. The Board reserves the right to merge all or part of this
Plan with or into another plan, provided (1) such other plan preserves all of the obligations of the Company under this Plan with respect to such Participant and (2) each Participant in the Plan would (if the Plan then terminated) receive
a benefit immediately after the merger which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger (if the Plan had then terminated). 
  

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 ARTICLE VII 
  
 ADMINISTRATION 
  
 1. The Committee. This Plan shall be administered by the Management Development and Compensation Committee of the Board or such other committee of
the Board as may be designated by the Board. 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. The Committee and its delegates shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction
shall be final, conclusive and binding on all parties, including but not limited to the Company and any Participant or Beneficiary, except as otherwise provided by law. Notwithstanding anything contained in the Plan or in any document issued under
the Plan, it is intended that the Plan will at all times conform to the requirements of Code section 409A and any regulations or other guidance issued thereunder, and that the provisions of the Plan will be interpreted to meet such requirements. If
any provision of the Plan is determined not to conform to such requirements, the Plan shall be interpreted to omit such offending provision. 
  
 2. Delegation and Reliance. The Committee may delegate to the officers or employees of the Company 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 Plan in accordance with its terms and purpose. In making any determination or in
taking or not taking any action under this Plan, the Committee may obtain and rely upon the advice of experts, including professional advisors to the Company. Except as otherwise provided in Section 5, the Committee delegates the authority to
adjudicate claims to the Pension Plans Administration Committee. No member of the Committee or officer of the Company who is a Participant hereunder may participate in any decision specifically relating to his or her individual rights or benefits
under the Plan. 
  
 3. Exculpation and Indemnity. Neither
the Company nor any member of the Board 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 thereof, 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 the Plan or any Participant’s rights under the Plan to achieve intended tax consequences, or to comply with any other law, compliance with which is not
required on the part of the Company. 
  
 4. Facility of
Payment. If a minor, person declared incompetent, or person incapable of handling the disposition of his or her property is entitled to receive a benefit, make an application, or make an election hereunder, the Committee may direct that such
benefits be paid to, or such application or election be made by, the guardian, legal representative, or person having the care and custody of such minor, incompetent, or incapable person. Any payment 

  

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made, application allowed, or election implemented in accordance with this Section shall completely discharge the Company and the Committee from all
liability with respect thereto. 
  
 5. Proof of Claims. The
Pension Plans Administration Committee may require proof of the death, disability, incompetency, minority, or incapacity of any Participant or Beneficiary and of the right of a person to receive any benefit or make any application or election.

  
 6. Claim Procedures. The procedures when a claim under
this Plan is wholly or partially denied by the Pension Plans Administration Committee are as follows: 
  

	 	(a)	The Pension Plans Administration Committee shall: 

  

	 	(i)	notify the claimant within a reasonable time (not to exceed 180 days) of the adverse benefit determination, setting forth the specific reasons therefore; and


  

	 	(ii)	afford the claimant a reasonable opportunity for a full and fair review of the decision. 

  

	 	(b)	The notice of such adverse determination shall set forth, in addition to the specific reasons for the adverse determination, the following: 

  

	 	(i)	identification of pertinent provisions of this Plan; 

  

	 	(ii)	such additional information as may be necessary for the claimant to perfect the claim, and an explanation of why such information is necessary; and 

  

	 	(iii)	an explanation of the claims review procedure, including time limits and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an
adverse benefit determination on review. 

  

	 	(c)	Within sixty days following notification of an adverse benefit determination, the claimant or the claimant’s authorized representative may request that the adverse
determination be reviewed. The Pension Plans Administration Committee shall review adverse determinations with respect to Participants who are not elected officers of the Company. The Committee shall review adverse determinations with respect to
elected officers of the Company. The reviewing committee shall take appropriate steps to review its decision in light of any further information or comments submitted by the claimant. The reviewing committee may hold a hearing at which the claimant
may present the basis of any claim for review. 

  

	 	(d)	 The reviewing committee shall render a decision within a reasonable time (not to exceed 120 days) after the claimant’s request for review and shall advise the
claimant of its decision, specifying the reasons, identifying the appropriate 



  

 - 17 - 









	 	 
provisions of the Plan, and describing any voluntary appeal procedures offered by the Plan. 


  

	 	(e)	In the event that the reviewing committee must make a determination of disability in order to decide a claim, the reviewing committee shall follow the special claims procedures for
disability benefits described in Department of Labor Regulation section 2560.503-1(d). The reviewing committee shall render a decision within a reasonable time (not to exceed 90 days) after the claimant’s request for review, rather than within
120 days as set forth in the above paragraph. 

  

	 	(c)	Within sixty days following notification of an adverse benefit determination, upon request made by the claimant or the claimant’s authorized representative, the Committee shall
take appropriate steps to review its decision in light of any further information or comments submitted by the claimant. The Committee may hold a hearing at which the claimant may present the basis of any claim for review. 


 

	 	(d)	The Committee shall render a decision within a reasonable time (not to exceed 120 days) after the claimant’s request for review and shall advise the claimant of its decision,
specifying the reasons, identifying the appropriate provisions of the Plan, and describing any voluntary appeal procedures offered by the Plan. 

  

	 	(e)	In the event that the Committee must make a determination of disability in order to decide a claim, the Committee shall follow the special claims procedures for disability benefits
described in Department of Labor Regulation section 2560.503-1(d). The Committee shall render a decision within a reasonable time (not to exceed 90 days) after the claimant’s request for review, rather than within 120 days as set forth in the
above paragraph. 

  

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 ARTICLE IX 
  

GENERAL AND MISCELLANEOUS PROVISIONS 
  
 1. This Plan shall not in any way obligate the Company to continue the employment of a Participant with the Company, nor does this Plan limit the right of
the Company at any time and for any reason to terminate the Participant’s employment. In no event shall this Plan constitute an employment contract of any nature whatsoever between the Company and a Participant. In no event shall this Plan by
its terms or implications in any way limit the right of the Company to change an Eligible Employee’s compensation or other benefits. 
  
 2. Any benefits accrued under this Plan shall not be treated as compensation for purposes of calculating the amount of a Participant’s benefits or
contributions under any pension, retirement, or other plan maintained by the Company, except as provided in such other plan. 
  
 3. Any written notice to the Company referred to herein shall be made by mailing or delivering such notice to the Company at 6801 Rockledge Drive,
Bethesda, Maryland 20817, to the attention of Pension Plan Operations, Human Resource Services. Any written notice to a Participant shall be made by delivery to the Participant in person, through electronic transmission, or by mailing such notice to
the Participant at his or her place of residence or business address. 
  
 4. In the event it should become impossible for the Company or the Committee to perform any act required by this Plan, the Company or the Committee may perform such other act as it in good faith determines will most nearly carry out the
intent and the purpose of this Plan. 
  
 5. Each Eligible Employee
shall be deemed conclusively to have accepted and consented to all the terms of this Plan and all actions or decisions made by the Company, the Board, or Committee with regard to the Plan. 
  
 6. The provisions of this Plan shall be binding upon and inure to the benefit
of the Company, its successors, and its assigns, and to the Participants and their heirs, executors, administrators, and legal representatives. 
  
 7. A copy of this Plan shall be available for inspection by Participants or other persons entitled to benefits under the Plan at reasonable times at the
offices of the Company. 
  
 8. 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, except as to matters of Federal law. If any provisions of this instrument shall be held by a court of competent 

  

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jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective. 
  
 9. This Plan and its operation, including the payment of cash hereunder, is
subject to compliance with all applicable Federal and state laws, rules and regulations and such other approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in
connection therewith. 
  

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 ARTICLE X 
  

EFFECTIVE DATE 
  
 This restated Plan, including any amendment and restatement of the prior plans, is generally effective January 1, 2005. 
  
  

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 LOCKHEED MARTIN SUPPLEMENTARY PENSION PLAN 
 FOR TRANSFERRED EMPLOYEES OF GE OPERATIONS 
  
 (Effective July 1, 2004) 
 ARTICLE I 
  
 PURPOSES OF THE PLAN 
  
 The purposes of the Lockheed Martin Supplementary Pension Plan for
Transferred Employees of GE Operations (the “Plan”) is to provide Transferred Employees with a supplemental pension benefit that, in combination with the Martin Marietta Corporation Retirement Income Plan II (now the Lockheed Martin
Corporation Retirement Income Plan II) or KAPL Inc. Pension Plan for Salaried Employees and anticipated social security benefits, delivers a total retirement income equal to a maximum of 60 percent of the employee’s average compensation over
the final three years. 
  
 The Lockheed Martin Supplementary
Pension Plan for Transferred Employees of GE Operations (formerly known as the Martin Marietta Supplementary Pension Plan for Employees of Transferred GE Operations) and predecessor plan is amended, restated, effective July 1, 2004. 

 
 The Plan was subsequently amended and restated effective January 1,
2005 in order to comply with the requirements of Code section 409A. The amendment and restatement applies only to the portion of a Participant’s benefit that is earned or becomes vested on or after January 1, 2005. The portion of a
Participant’s benefit that was earned and vested prior to January 1, 2005 shall be governed by this Appendix A. 
  

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 ARTICLE II 
  

DEFINITIONS 
  
 Unless the context indicates otherwise, the following words and phrases when used in this Plan shall have the meanings hereinafter indicated: 

 
 1. BENEFICIARY — The person or persons designated by the Participant
as his or her beneficiary under the Qualified Pension Plan. If no beneficiary is designated under the Qualified Pension Plan, or if no designated beneficiary survives the Participant, the Participant’s estate shall be the beneficiary.

  
 2. BOARD — The Board of Directors of Lockheed Martin
Corporation. 
  
 3. CODE — The Internal Revenue Code of 1986,
as amended. 
  
 4. COMMITTEE — The committee described in
Section 1 of Article VII. 
  
 5. COMPANY — Lockheed
Martin Corporation and its subsidiaries. 
  
 6. ELIGIBLE EMPLOYEE
— An employee of the Company who transferred employment to Martin Marietta Corporation as a result of the agreement between Martin Marietta Corporation and General Electric Company dated November 22, 1992 or who transferred employment
under the Lakeland Transfer Agreement and who meets the eligibility criteria in Section 1 of Article III, and who satisfies such additional requirements for participation in this Plan as the Committee may from time to time establish. The
Pension Plans Administration Committee shall interpret the participation requirements established by the Committee for all Participants except elected officers subject to Section 16(b) of the Securities and Exchange Act of 1934. Determinations
of participation requirements for elected officers shall be made by the Committee. 
  
 7. PARTICIPANT — An Eligible Employee who meets the requirements for participation contained in Article III; the term shall include a former employee and survivors/beneficiaries whose benefit has not been fully
distributed. 
  
 8. PLAN — The Lockheed Martin Supplementary
Pension Plan for Transferred Employees of GE Operations, or any successor plan. 
  
 9. QUALIFIED PENSION PLAN — The Lockheed Martin Corporation Retirement Income Plan (“Retirement Income Plan II”) or KAPL Inc. Pension Plan for Salaried Employees (“KAPL Inc. Plan”). All terms
used in this Plan which are defined in the Retirement Income Plan II or KAPL Inc. Plan have the same meanings, unless otherwise expressly provided in this Plan. 
  

10. YEAR — The calendar year. 
  

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 ARTICLE III 
  
 SUPPLEMENTARY PENSION BENEFIT 
  

1. Eligibility. Each Employee who was classified as an Executive Career Band (“EB”) employee on or prior to December 31, 1993,
who has five or more years of Vesting Service and who is a participant in the Qualified Pension Plan shall be eligible to receive benefits under this Article III. However, except as provided in Section 2.D., an Employee who retires under the
Qualified Pension Plan before the first day of the month following attainment of age 55 or an Employee who leaves the Service of the Company before attainment of age 55, shall not be eligible for a benefit under this Article III. 
  
 An Employee who meets the other requirements specified in
this Section shall be eligible for benefits under this Article III so long as his assigned position level or position of equivalent responsibility throughout any consecutive three years of the 15 year period ending on the last day of the month
preceding his termination of service is at least at the level of a director (or other position equivalent to General Electric Company’s EB) even though he is not employed at that level on the date his Service terminates. 
  
 2. Amount of Benefit. 
  
 A. Definitions. For purposes of this Section 2, the following
terms have the following meanings: 
  
 Annual
Estimated Social Security Benefit. The annual equivalent of the maximum possible Primary Insurance Amount payable, after reduction for early retirement, as an old-age benefit to an employee who retired at age 62 on January 1 of the calendar
year in which occurred the Employee’s actual date of retirement or death, whichever is earlier. The Company shall determine the Annual Estimated Social Security Benefit in accordance with the Social Security Act in effect at the end of the
calendar year preceding such January 1. 
  
 If an Employee has less than 35 years of Credited Service, the Annual Estimated Social Security Benefit determined under the above paragraph is multiplied by a factor, the numerator of which is the number of years of the Employees’
Credited Service to his or her date of retirement or death, whichever is earlier, and the denominator of which is 35. 
  
 The Annual Estimated Social Security Benefit shall be adjusted to include any social security, severance, or similar benefit provided
under foreign law or regulations as the Committee may prescribe by rules and regulations. 
  

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 Annual Pension Payable under the Qualified Pension Plan. The sum of: 

 
 (1) (i) the annual normal, early or late retirement
benefit under Article V of the Qualified Pension Plan, including the Personal Pension Account (excluding the regular supplement under Article V(4) of the Qualified Pension Plan), or (ii) the normal, optional or disability retirement benefit
under the RIP II or KAPL Annex of the Qualified Pension Plan, less 
  
 (2) to the extent the Committee so determines, the benefit payable under any other pension plan contract, or policy of the Plan Sponsor (whether qualified or non-qualified), or government program attributable to
periods of service for which Credited Service is granted by the Committee for the determination of the benefit under this Plan or is credited by the Qualified Pension. All such amounts shall be determined before applying any reduction factors for
Early, Optional or Disability Retirement, for election of any optional form of Pension at retirement, a qualified domestic relations order(s), if any, or in connection with any other adjustment or supplement made pursuant to the Qualified Pension
Plan or any other pension plan. 
  
 For purposes of this paragraph, the
Employee’s Pension shall include the Personal Pension Account Annuity payable to the Employee or the Employee’s spouse on the date of the Employee’s retirement or death, regardless of whether such annuity commenced on such date.

  
 Annual Retirement Income. For
Employees who retire or die in active Service on or after April 5, 1993, the amount determined by multiplying 1.75% of Average Annual Compensation by the number of years of Credited Service completed at the date of retirement or death,
whichever is earlier. 
  
 Average Annual
Compensation. One-third of the Employee’s Compensation for the highest consecutive three years during the last 10 years immediately preceding his date of retirement or death, whichever is earlier. In computing Average Annual Compensation,
normal straight-time earnings shall be substituted for actual Compensation for any month in which such normal straight-time earnings are greater. 
  
 Compensation. Salary (including any deferred salary approved by the Committee as compensation for purposes of this Plan) plus:

  
 (1) For persons then eligible for Incentive
Compensation, the total amount of any Management Incentive Compensation Plan earnings, unless such Incentive Compensation is excluded by the Board or a committee thereof; 
  
 (2) For persons who would then have been eligible for Incentive Compensation if they had not been
participants in a Sales Commission Plan or other variable compensation plan, the total amount of sales commissions (or other variable compensation earned unless such compensation is excluded by the Board or a committee thereof); 
  

 - 25 - 








 (3) For all other persons, the sales commissions and other variable compensation earned
to the extent such earnings were then included under the Qualified Pension Plan, plus any amounts (other than salary and those mentioned in clauses (1) through (3) above) which were then included as compensation under the Qualified Pension
Plan except any amounts which the Committee may exclude from the computation of “Compensation” and subject to the powers of the Committee with respect to payment of benefits. 
  
 The Committee shall specify the basis for determining an Employee’s Compensation for any portion of the three years used to compute the
Employee’s Average Annual Compensation during which the Employee was not employed by an employer participating in this Plan. 
  
 Credited Service. Credited Service has the same meaning as in the Qualified Pension Plan. For periods before January 1, 1976,
Credited Service as a full-time Employee also includes all Service credited under the Qualified Pension Plan for any period during which the employee was a full-time Employee for purposes of the Qualified Pension Plan. Credited Service also
includes: 
  
 (1) Any period of Service with the
Company or an Affiliate as the Committee may otherwise provide by rules and regulations issued with respect to this Plan; and 
  
 (2) Any period of service with another employer as the Board may approve, if any conditions specified in such approval have been met.

  
 D. Normal Retirement Benefit. Subject to the
limitations in Section G, the benefit payable to an eligible Employee who retires on or after his or her normal retirement date under the Plan, shall be the excess, if any, of the employee’s Annual Retirement Income, over the sum of 

 
 (1) The Employee’s Annual Pension Payable under the
Qualified Pension Plan (including the Personal Pension Account Annuity and excluding any supplements payable under the Qualified Pension Plan) (calculated as a five-year certain annuity), 
  
 (2)  1/2 of the Employee’s Annual Estimated Social Security Benefit, 
  
 (3) the benefit payable from the Lockheed Martin Corporation Supplemental Retirement Plan. 
  
 E. Early, Optional or Disability Retirement. Subject to the
limitations in Section G, the benefit payable to an eligible Employee who, after reaching age 60, retires on an optional 

  

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retirement date under the Qualified Pension Plan shall be computed in the manner provided by Section B (for an employee retiring on his or her normal
retirement date) but taking into account only Credited Service and Average Annual Compensation to the actual date of optional retirement. The annual benefit payable to an eligible Employee who, after reaching age 55 (but before reaching age 60)
retires under the early retirement provisions of the Qualified Pension Plan shall equal the amount in section B but taking into account only Credited Service and Average Annual Compensation to the Employee’s actual termination of employment and
reduced for early retirement using the early retirement reduction factor under Article V(2) of the Qualified Pension Plan. 
  
 The annual benefit payable to an eligible Employee who has satisfied the eligibility requirements to receive a Disability Pension under the RIP II or KAPL
Annex of the Qualified Pension Plan shall be computed in the manner provided by Section B (for an Employee retiring on his normal retirement date) taking into account only Credited Service and Average Annual Compensation to the actual date of
disability retirement and not reduced for the Disability Supplement in the RIP II or KAPL Annex of the Qualified Pension Plan. In the case of an eligible Employee whose date of retirement precedes the first day of the month after reaching age 60 the
Plan benefit shall then be reduced by 12%. 
  
 If the Disability
Pension payable to the Employee under the Qualified Pension Plan is discontinued as a result of the Employee’s disability ceasing before the Employee reaches age 60, the benefit provided under this Section C. shall also be discontinued.

  
 F. Special Benefit Protection for Certain Employees. A
former Employee whose Service with the Company is terminated on or after December 31, 1994 and after completing 25 or more years of Vesting Service, who does not withdraw his required or voluntary contributions from the Qualified Pension Plan
before retirement, shall be eligible for a benefit under this Plan commencing upon his or her retirement under the Qualified Pension Plan after reaching age 60 if: 
  
 (1) the Employee’s Service is terminated for transfer to a successor employer and 
  
 (2) the Employee does not retire under the Qualified Pension
Plan until the later of (1) termination of service with the successor employer and (2) the first of the month after reaching age 60. 
  
 In determining the benefit under this Plan, the Average Annual Compensation shall be based on the last 120 completed months with the successor employer
before the Employee’s Service termination date and the Annual Estimated Social Security Benefit shall be determined as though the Employee’s retirement date was the date of termination. 
  
 G. Survivor Benefits. Subject to Section F.(b), if a survivor benefit
applies with respect to the past and future service annuity portion of a Employee’s Annual Pension payable under the Qualified Pension Plan, such survivor benefit shall automatically apply to any benefit which he or she may be eligible under
this Plan. The Employee’s benefit shall be 

  

 - 27 - 








 
adjusted and paid in the same manner as such pension payable under the Qualified Pension Plan is adjusted and paid on account of such survivor benefit.

  
 H. Payments Upon Death. 
  
 (a) If an eligible Employee dies in active Service, or
following retirement with a benefit from this Plan, and a death benefit (other than a return of Employee contributions with interest including an Employee’s Personal and Voluntary Pension Account ) is payable to the beneficiary or Surviving
Spouse of such Employee under the Qualified Pension Plan, a death benefit shall also be payable to the beneficiary or Surviving Spouse under this Plan as follows: 
  
 (1) Any such death benefit payable to a surviving spouse under this Plan shall equal 50% of the
Employee’s Annual Retirement Income under this Plan reduced by (1) 100% of the Employee’s preretirement surviving spouse benefit payable or other lump sum benefit under the Qualified Pension Plan, (2) 25% of the Employee’s
Annual Estimated Social Security Benefit, (3) the Employee’s Personal Pension Account benefit , and (4) the benefit payable under the Lockheed Martin Corporation Supplemental Retirement Plan. Payments to the surviving spouse shall
commence on the later of: (1) the Employee’s 55th birthday, or (2) the Employee’s date of death.

  
 (2) Any such death benefit payable to a
surviving spouse under this Plan shall take into account only Credited Service and Average Annual Compensation to the earlier of the Employee’s death or termination of employment and will be reduced for early retirement using the early
retirement reduction factors under Article V(2) of the Qualified Pension Plan. 
  
 (3) Any such benefit payable to a surviving spouse shall be paid at the same time as the Qualified Pension Plan and will be paid in
accordance with the payment provisions of the RIP II or KAPL Annex of the Qualified Pension Plan. If benefits from the Qualified Pension Plan are paid under the payment provisions of the RIP II or KAPL Annex of the Qualified Pension Plan, then
benefits from this Plan will be paid in the same payment form. 
  
 (b) In lieu of the benefit otherwise payable to a beneficiary or surviving spouse under Section E. or paragraph (a) of this Section, an Employee may elect to have all or any portion of such benefit (or the
equivalent value of all or any portion) paid to the beneficiary designated in the employee’s election in any of the following forms: 
  
 (1) An annuity for the spouse’s remaining lifetime. If the beneficiary dies before the spouse, the remaining benefit shall be paid as
provided in the employee’s election. In the absence of any such provision, the equivalent value of the remaining payments shall be paid to the beneficiary’s estate, if any, otherwise to the beneficiary’s Personal Representative.

  

 - 28 - 








 (2) An annuity for the beneficiary’s remaining lifetime. If any annuity otherwise
payable under this item (2) is less than $5,000 annually, the equivalent value shall be paid instead to the beneficiary in a lump sum. 
  
 (3) A lump sum. 
  
 Any such election must be made in writing to the Qualified Pension Plan Administrator prior to the Employee’s death, and becomes
effective when the Qualified Pension Plan Administrator receives it. For purposes of this election, an Employee may designate as his beneficiary only his estate, his former spouse, or a member of his immediate family. 
  
 For the purpose of determining the benefit conversions
required to provide the benefit payments referred to above, the interest rate assumption shall be the interest rate used by the Pension Benefit Guaranty Corporation at the beginning of the year in which the Employee’s death occurs, in valuing
immediate annuities for terminating single employer trusteed plans, and the mortality assumption shall be based on the UP-1984 Mortality Table. 
  
 I. Limitations on Benefits. 
  
 (a) Notwithstanding any provision of this Plan to the contrary, if the sum of: 
  
 (1) The annual benefit (calculated before applying any
reductions for early retirement or additions for any supplements payable under the Qualified Pension Plan, and prior to any calculation for disability retirement reductions) otherwise payable to an Employee under this Plan; 
  
 (2) The Employee’s Annual Pension Payable under the
Qualified Pension Plan (including the Personal Pension Account Annuity) (calculated as a five-year certain annuity); 
  
 (3) 100% of the Annual Estimated Social Security Benefit before any adjustment for less than 35 years of Pension Benefit Service;

  
 (4) the Employee’s annual benefit under
the Lockheed Martin Corporation Supplemental Retirement Plan; and 
  
 to the extent the Committee so determines, the benefit payable under any other pension plan contract, or policy of the Plan Sponsor (whether qualified or non-qualified), or government program attributable to periods of service for which
Credited Service is granted by the Committee for the determination of the benefit under this Plan or is credited by the Qualified Pension exceeds 60% of his or her Annual Average Compensation, the benefit payable under this Plan shall be reduced by
the amount of the excess. 
  

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 (b) Notwithstanding any provision in this Plan to the contrary, the amount of the benefit
payable and any death benefit payable to or on behalf of any Employee who is or was an Officer of the Company on the date of his retirement or death, whichever is earlier, shall be determined according to such general rules and regulations as a
Committee appointed by the Board of Directors may adopt, subject to the limitation that any such benefit or death benefit may not exceed the amount which would be payable under this Plan in the absence of such rules and regulations. 
  
 J. Adjustments Following Retirement. If the Pension payable under the
Qualified Pension Plan to any Employee is increased following the Employee’s retirement as a result of a general increase in the Pensions payable to retired employees under that plan, no such increase will be made under this Plan unless the
Committee makes such determination. 
  
 K. Non-duplication of
Benefits. Benefits under this Article III are intended to supplement the Participant’s actual benefit under the Qualified Pension Plan as necessary to provide the Participant with the full benefit the Participant would have received under
the Qualified Pension Plan with the special adjustments described above. To prevent duplication of benefits, the full benefit under the Qualified Pension Plan and the enhanced benefit described above shall be calculated without reduction for Code
section 415 and Code section 401(a)(17), then reduced by the benefit payable from the Qualified Pension Plan and further reduced by the benefit payable from the Lockheed Martin Corporation Supplemental Retirement Plan. Participants have no right to
duplicate benefits with respect to the same period of service, and the Committee may make such adjustments to the benefits under this Plan as the Committee deems necessary to prevent duplication of benefits. 
  

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 ARTICLE IV 
  

PAYMENT OF BENEFITS 
  
 1. Vesting. Except as provided in Article V, and subject to the Company’s right to discontinue the Plan as provided in Article VI, a
Participant shall have a non-forfeitable interest in benefits payable under this Plan to the same extent as benefits are vested under the applicable Qualified Pension Plan. As provided in Article V, if a Participant acquires a right to receive
payments under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. 
  
 2. Form of Payment. Benefits shall be paid at the same time as the Qualified Pension Plan and will be paid in accordance with the payment
provisions of the RIP II or KAPL Annex of the Qualified Pension Plan. If benefits from the Qualified Pension Plan are paid under the payment provisions of the RIP II or KAPL Annex, then benefits from this Plan will be paid in the same payment form.

  
 If an Employee’s pension benefit under
the Qualified Pension Plan is suspended for any month in accordance with the re-employment provisions thereof, the Employee’s benefit under this Plan for that month shall likewise be suspended. 
  
 Cash-out of Small Benefits. Notwithstanding the
above, if the Value of the sum of the benefits payable to a Participant or Beneficiary under this Plan does not exceed the amount that may be distributed without consent under Section 411(a)(11) of the Code, all such benefits will be paid in a
single lump sum payment in full discharge of all liabilities with respect to such benefits. For purposes of this Section, Value shall be determined as of the Participant’s termination of employment, and shall mean the present value of a
Participant’s or Beneficiary’s benefits based upon the applicable mortality table and applicable interest rate in Code section 417(e)(3)(ii) for the calendar month preceding the Plan Year in which the termination of employment occurs.

  
 3. Deductibility of Payments. In the event that the
payment of benefits under Section 2 would prevent the Company from claiming an income tax deduction with respect to any portion of the benefits paid, the Committee shall have the right to modify the form and timing of distributions as necessary
to maximize the Company’s tax deductions. In the exercise of its discretion to adopt a modified distribution schedule, the Committee shall undertake to have distributions made at such times and in such amounts as most closely approximate the
payment method described in Section 2, consistent with the objective of maximum deductibility for the Company. The Committee shall have no authority to reduce a Participant’s accrued benefit under this Plan or to pay aggregate benefits
less than the Participant’s accrued benefit in the event that all or a portion thereof would not be deductible by the Company. 
  

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 4. Change of Law. Notwithstanding anything to the contrary herein, if the Committee determines in
good faith, based on consultation with counsel, that the federal income tax treatment or legal status of this Plan has or may be adversely affected by a change in the Code, Title I of the Employee Retirement Income Security Act of 1974, or other
applicable law or by an administrative or judicial construction thereof, the Committee may direct that the benefits of affected Participants or of all Participants be distributed as soon as practicable after such determination is made, to the extent
deemed necessary or advisable by the Committee to cure or mitigate the consequences, or possible consequences of, such change in law or interpretation thereof. 
  

5. Acceleration upon Change in Control. 
  
 Notwithstanding any other provision of the Plan, the accrued benefit of each Participant shall be distributed in a single lump sum within
fifteen (15) calendar days following a “Change in Control.” 
  
 For purposes of this Plan, a Change in Control shall include and be deemed to occur upon the following events: 
  

	 	(a)	A tender offer or exchange offer is consummated for the ownership of securities of the Company representing 25% or more of the combined voting power of the Company’s then
outstanding voting securities entitled to vote in the election of directors of the Company. 

  

	 	(b)	The Company 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
Company (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). 


 

	 	(c)	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 Company representing 25% or more of the combined voting power of the Company’s then outstanding securities
entitled to vote in the election of directors of the Company. 

  

	 	(d)	 At any time within any period of two years after a tender offer, merger, combination, consolidation, recapitalization, or other reorganization or a contested




  

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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). 


  

	 	(e)	The stockholders of the Company approve a plan of liquidation and dissolution or the sale or transfer of substantially all of the Company’s business and/or assets as an
entirety to an entity that is not a Subsidiary. 

  
 This Section 5 shall apply only to a Change in Control of Lockheed Martin Corporation and shall not cause immediate payout of benefits under this Plan in any transaction involving the Company’s sale,
liquidation, merger, or other disposition of any subsidiary. 
  
 The Committee may cancel or modify this Section 5 at any time prior to a Change in Control. In the event of a Change in Control, this Section 5 shall remain in force and effect, and shall not be subject to
cancellation or modification for a period of five years, and any defined term used in Section 5 shall not, for purposes of Section 5, be subject to cancellation or modification during the five year period. 
  
 6. Tax Withholding. To the extent required by law, the Company shall
withhold from benefit payments hereunder any Federal, state, or local income or payroll taxes required to be withheld and shall furnish the recipient and the applicable government agency or agencies with such reports, statements, or information as
may be legally required. No benefit payments shall be made to the Participant until the withholding obligation for taxes under Code sections 3101(a) and 3101(b) has been satisfied with respect to the Participant. 
  
 7. Retiree Medical Withholding. A Participant may direct the Company
to withhold from the Participant’s benefit payments hereunder all or a portion of the amount that the Participant is required to pay for Company-provided retiree medical coverage. 
  

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 ARTICLE V 
  

EXTENT OF PARTICIPANTS’ RIGHTS 
  
 1. Unfunded Status of Plan. This Plan constitutes a mere contractual promise by the Company to make payments in the future, and each
Participant’s rights shall be those of a general, unsecured creditor of the Company. No Participant shall have any beneficial interest in any specific assets that the Company may hold or set aside in connection with this Plan. Notwithstanding
the foregoing, to assist the Company in meeting its obligations under this Plan, the Company may set aside assets in a trust or trusts described in Revenue Procedure 92-64, 1992-2 C.B. 422, and the Company may direct that its obligations under this
Plan be satisfied by payments out of such trust or trusts. The assets of any such trust will remain subject to the claims of the general creditors of the Company. It is the Company’s intention that the Plan be unfunded for Federal income tax
purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974. 
  
 2. Nonalienability of Benefits. A Participant’s rights 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 shall not be permitted or recognized, other than the designation of, or passage of payment rights to, a Beneficiary or transfer of an interest in this Plan to a Participant’s former
spouse incident to divorce under a Qualified Domestic Relations Order. 
  
 3. Forfeiture. If, following the date on which a Participant shall retire under this Plan, a Participant shall engage in the operation or management of a business, whether as owner, stockholder, partner, officer, employee,
consultant, or otherwise, which at such time is in competition with the Company or any of its subsidiaries, or shall disclose to unauthorized persons information relative to the business of the Company or any of its subsidiaries which the
Participant shall have reason to believe is confidential, or otherwise act, or conduct oneself, in a manner which the Participant shall have reason to believe is contrary to the best interest of the Company, or shall be found by the Committee to
have committed an act during the term of the Participant’s employment which would have justified the Participant being discharged for cause, the Participant’s retirement benefit under this Plan shall terminate. Application of this Section
will be at the discretion of the Committee. 
  

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 ARTICLE VI 
  

AMENDMENT OR TERMINATION 
  
 1. Amendment. The Board may amend, modify, suspend or discontinue this Plan at any time subject to any shareholder approval that may be required
under applicable law, provided, however, that no such amendment shall have the effect of reducing a Participant’s accrued benefit or postponing the time when a Participant is entitled to receive a distribution of his accrued benefit unless each
affected Participant consents to such change. 
  
 2.
Termination. The Board reserves the right to terminate this Plan at any time and to pay all Participants their accrued benefits in a lump sum or to make other provisions for the payment of benefits (e.g. purchase of annuities) immediately
following such termination or at such time thereafter as the Board may determine. 
  
 3. Transfer of Liability. The Board reserves the right to transfer to another entity all of the obligations of Company with respect to a Participant under this Plan if such entity agrees pursuant to a binding
written agreement with the Company or its subsidiaries to assume all of the obligations of the Company under this Plan with respect to such Participant. 
  
 4. Merger. The Board reserves the right to merge all or part of this Plan with or into another plan, provided (1) such other plan preserves
all of the obligations of the Company under this Plan with respect to such Participant and (2) each Participant in the Plan would (if the Plan then terminated) receive a benefit immediately after the merger which is equal to or greater than the
benefit he would have been entitled to receive immediately before the merger (if the Plan had then terminated). 
  

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 ARTICLE VII 
  
 ADMINISTRATION 
  
 1. The Committee. This Plan shall be administered by the Management Development and Compensation Committee of the Board or such other committee of
the Board as may be designated by the Board. 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. The Committee and its delegates shall have full discretion to construe and interpret the terms and provisions of the Plan, which interpretation or construction
shall be final, conclusive and binding on all parties, including but not limited to the Company and any Participant or Beneficiary, except as otherwise provided by law. Except as otherwise provided in Section 5, the Committee delegates the
authority to adjudicate claims to the Pension Plans Administration Committee. 
  
 2. Delegation and Reliance. The Committee may delegate to the officers or employees of the Company 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 Plan in accordance with its terms and purpose. In making any determination or in taking or not taking any action under this Plan, the Committee may
obtain and rely upon the advice of experts, including professional advisors to the Company. No member of the Committee or officer of the Company who is a Participant hereunder may participate in any decision specifically relating to his or her
individual rights or benefits under the Plan. 
  
 3.
Exculpation and Indemnity. Neither the Company nor any member of the Board 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
thereof, 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 the Plan or any Participant’s rights under the Plan to achieve intended tax consequences, or to comply with any
other law, compliance with which is not required on the part of the Company. 
  
 4. Facility of Payment. If a minor, person declared incompetent, or person incapable of handling the disposition of his or her property is entitled to receive a benefit, make an application, or make an election
hereunder, the Committee may direct that such benefits be paid to, or such application or election be made by, the guardian, legal representative, or person having the care and custody of such minor, incompetent, or incapable person. Any payment
made, application allowed, or election implemented in accordance with this Section shall completely discharge the Company and the Committee from all liability with respect thereto. 
  

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 5. Proof of Claims. The Pension Plans Administration Committee may require proof of the death,
disability, incompetency, minority, or incapacity of any Participant or Beneficiary and of the right of a person to receive any benefit or make any application or election. 
  
 6. Claim Procedures. The procedures when a claim under this Plan is wholly or partially denied by the Pension Plans
Administration Committee are as follows: 
  

	 	(a)	The Pension Plans Administration Committee shall: 

  

	 	(i)	notify the claimant within a reasonable time (not to exceed 180 days) of the adverse benefit determination, setting forth the specific reasons therefor; and


  

	 	(ii)	afford the claimant a reasonable opportunity for a full and fair review of the decision. 

  

	 	(b)	The notice of such adverse determination shall set forth, in addition to the specific reasons for the adverse determination, the following: 

  

	 	(i)	identification of pertinent provisions of this Plan; 

  

	 	(ii)	such additional information as may be necessary for the claimant to perfect the claim, and an explanation of why such information is necessary; and 

  

	 	(iii)	an explanation of the claims review procedure, including time limits and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an
adverse benefit determination on review. 

  

	 	(c)	Within sixty days following notification of an adverse benefit determination, the claimant or the claimant’s authorized representative may request that the adverse
determination be reviewed. The Pension Plans Administration Committee shall review adverse determinations with respect to Participants who are not elected officers of the Company. The Committee shall review adverse determinations with respect to
elected officers of the Company. The reviewing committee shall take appropriate steps to review its decision in light of any further information or comments submitted by the claimant. The reviewing committee may hold a hearing at which the claimant
may present the basis of any claim for review. 

  

	 	(d)	The reviewing committee shall render a decision within a reasonable time (not to exceed 120 days) after the claimant’s request for review and shall advise the claimant of its
decision, specifying the reasons, identifying the appropriate provisions of the Plan, and describing any voluntary appeal procedures offered by the Plan. 

  

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	 	(e)	In the event that the reviewing committee must make a determination of disability in order to decide a claim, the reviewing committee shall follow the special claims procedures for
disability benefits described in Department of Labor Regulation section 2560.503-1(d). The reviewing committee shall render a decision within a reasonable time (not to exceed 90 days) after the claimant’s request for review, rather than within
120 days as set forth in the above paragraph. 

  

	 	(f)	Within sixty days following notification of an adverse benefit determination, upon request made by the claimant or the claimant’s authorized representative, the Committee shall
take appropriate steps to review its decision in light of any further information or comments submitted by the claimant. The Committee may hold a hearing at which the claimant may present the basis of any claim for review. 


 

	 	(g)	The Committee shall render a decision within a reasonable time (not to exceed 120 days) after the claimant’s request for review and shall advise the claimant of its decision,
specifying the reasons, identifying the appropriate provisions of the Plan, and describing any voluntary appeal procedures offered by the Plan. 

  

	 	(h)	In the event that the Committee must make a determination of disability in order to decide a claim, the Committee shall follow the special claims procedures for disability benefits
described in Department of Labor Regulation section 2560.503-1(d). The Committee shall render a decision within a reasonable time (not to exceed 90 days) after the claimant’s request for review, rather than within 120 days as set forth in the
above paragraph. 

  

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 ARTICLE IX 
  

GENERAL AND MISCELLANEOUS PROVISIONS 
  
 1. This Plan shall not in any way obligate the Company to continue the employment of a Participant with the Company, nor does this Plan limit the right of
the Company at any time and for any reason to terminate the Participant’s employment. In no event shall this Plan constitute an employment contract of any nature whatsoever between the Company and a Participant. In no event shall this Plan by
its terms or implications in any way limit the right of the Company to change an Eligible Employee’s compensation or other benefits. 
  
 2. Any benefits accrued under this Plan shall not be treated as compensation for purposes of calculating the amount of a Participant’s benefits or
contributions under any pension, retirement, or other plan maintained by the Company, except as provided in such other plan. 
  
 3. Any written notice to the Company referred to herein shall be made by mailing or delivering such notice to the Company at 6801 Rockledge Drive,
Bethesda, Maryland 20817, to the attention of Pension Plan Operations, Human Resource Services. Any written notice to a Participant shall be made by delivery to the Participant in person, through electronic transmission, or by mailing such notice to
the Participant at his or her place of residence or business address. 
  
 4. In the event it should become impossible for the Company or the Committee to perform any act required by this Plan, the Company or the Committee may perform such other act as it in good faith determines will most nearly carry out the
intent and the purpose of this Plan. 
  
 5. Each Eligible Employee
shall be deemed conclusively to have accepted and consented to all the terms of this Plan and all actions or decisions made by the Company, the Board, or Committee with regard to the Plan. 
  
 6. The provisions of this Plan shall be binding upon and inure to the benefit
of the Company, its successors, and its assigns, and to the Participants and their heirs, executors, administrators, and legal representatives. 
  
 7. A copy of this Plan shall be available for inspection by Participants or other persons entitled to benefits under the Plan at reasonable times at the
offices of the Company. 
  
 8. 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, except as to matters of Federal law. 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. 
  

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 9. This Plan and its operation, including the payment of cash hereunder, is subject to compliance with
all applicable Federal and state laws, rules and regulations and such other approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith.

  

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 ARTICLE X 
  

EFFECTIVE DATE 
  
 This Plan, including any amendment and restatement of the prior plans, is generally effective July 1, 2004. 
  

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