LOCKHEED MARTIN CORP
DIR. COMP. PLAN AMENDED 10/24/02
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>dex103.txt
<DESCRIPTION>DIR. COMP. PLAN AMENDED 10/24/02
<TEXT>
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                                                                    Exhibit 10.3






                           LOCKHEED MARTIN CORPORATION

                      DIRECTORS DEFERRED COMPENSATION PLAN

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
                                    ARTICLE I
                                     PURPOSE


                                   ARTICLE II
                                   DEFINITIONS


                                   ARTICLE III
                                  PARTICIPATION

3.1   Timing of Deferral Elections...........................................  4
3.2   Terms of Deferral Elections............................................  4


                                  ARTICLE IV
                             CREDITING OF ACCOUNTS

4.1   Crediting of Director's Fees...........................................  4
4.2   Crediting of Investment Earnings.......................................  4
4.3   Account Balance as Measure of Deferred Compensation....................  5


                                   ARTICLE V
                       PAYMENT OF DEFERRED COMPENSATION

5.1   Manner of Distribution.................................................  5
5.2   Commencement of Payments...............................................  6
5.3   Death Benefits.........................................................  6
5.4   Emergency Withdrawals..................................................  6
5.5   Status of Certain Directors............................................  6
5.6   Corporation's Right to Withhold........................................  6
5.7   Section 16 Limitations on Distributions................................  6


                                  ARTICLE VI
                 SPECIAL RULES FOR LUMP SUM RETIREMENT BENEFIT
                          AND LUMP SUM DEATH BENEFIT

6.1   Deferral of Lump Sum Benefits..........................................  7
6.2   Payment of Lump Sum Benefits...........................................  7
</TABLE>

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<TABLE>
<S>                                                                          <C>
                                   ARTICLE VII
                    ADMINISTRATION, AMENDMENT AND TERMINATION

7.1   Administration by Committee............................................  7
7.2   Amendment and Termination..............................................  7


                                 ARTICLE VIII
                                 MISCELLANEOUS

8.1   Limitation on Directors' Rights........................................  7
8.2   Beneficiaries..........................................................  7
8.3   Rights Not Assignable; Obligations Binding Upon Successors.............  8
8.4   Governing Law; Severability............................................  8
8.5   Annual Statements......................................................  8
8.6   Headings Not Part of Plan..............................................  8
8.7   Consent to Plan Terms..................................................  8
8.8   Effective Date.........................................................  8
8.9   Plan Construction......................................................  9
</TABLE>

                                       -2-

<PAGE>

                           LOCKHEED MARTIN CORPORATION
                      DIRECTORS DEFERRED COMPENSATION PLAN

                                 March 15, 1995
                           As Amended December 7, 1995
                            As Amended April 24, 1996
                          As Amended February 27, 1997
                           As Amended December 3, 1998
                          As Amended February 24, 1999
                           As Amended October 24, 2002

                                    ARTICLE I

                                     PURPOSE

     The purpose of this Plan is to give each non-employee Director of Lockheed
Martin Corporation the opportunity to be compensated for his or her service as a
Director on a deferred basis. The Plan is also intended to establish a method of
paying Director's compensation which will aid the Corporation in attracting and
retaining as members of the Board persons whose abilities, experience and
judgment can contribute to the success of the Corporation. In addition, by
providing Directors with the option of accruing earnings based on the
performance of Lockheed Martin Common Stock, the Plan is intended to more
closely align the economic interests of Directors with the interests of
stockholders generally.

                                   ARTICLE II

                                   DEFINITIONS

     Whenever the following terms are used in this Plan, they shall have the
meaning specified below, unless the context clearly indicates to the contrary:

     Account means the bookkeeping account maintained by the Corporation on
behalf of a participating Director which is credited with the Director's
Deferred Compensation, including investment earnings credited under Section 4.2.

     Beneficiary shall have the meaning specified in Section 8.2(b).

     Board of Directors or Board means the Board of Directors of the
Corporation.

     Committee means the Committee appointed to administer this Plan, as
provided in Section 7.1 hereof.

     Corporation means Lockheed Martin Corporation, a Maryland corporation and
its successors.

     Deferred Compensation means Director's Fees deferred pursuant to this Plan
and investment earnings credited thereto under Section 4.2. Deferred
Compensation also includes the Lump Sum Retirement Benefit deferred pursuant to
this Plan and investment earnings credited thereto under Section 4.2.

     Election Form means the form by which a Director elects to participate in
this Plan.

                                       -3-

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     Director means, except as provided in Section 5.5, a member of the Board of
Directors of the Corporation who is eligible to receive compensation in the form
of Director's Fees and who is not an officer or employee of the Corporation or
any of its subsidiaries.

     Director's Fees means the cash fees payable to a Director for services as a
Director and for services on any Committee of the Board, including the amount of
any retainer paid to a non-employee for services as Chairman of the Board.

                                       -4-

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     Effective Date means the effective date referred to in Section 8.8.

     Lump Sum Death Benefit means the actuarial value of the $100,000 death
benefit provided to Directors prior to May 1, 1999.

     Lump Sum Retirement Benefit means the value of the benefit earned under the
Lockheed Martin Corporation Directors Retirement Plan as determined upon
termination of that plan effective May 1, 1999.

     Plan means the Lockheed Martin Corporation Directors Deferred Compensation
Plan.

                                   ARTICLE III

                                  PARTICIPATION

     3.1  Timing of Deferral Elections. In order to defer Director's fees earned
in any calendar year, a Director must make a deferral election by executing and
filing an Election Form before the commencement of that calendar year. In the
case of a new Director, an election to defer Director's fees must be filed
within 30 days after the commencement of the Director's term of office and shall
apply only to fees for services after the date of such election. The deferral
election shall specify the manner in which earnings (or losses) on the deferred
amount shall accrue in accordance with Section 4.2 below. To the extent that a
Director elects that any portion of a deferred amount shall accrue earnings
based on the Lockheed Martin Common Stock Investment Option, such an election
shall be given effect only if (i) the election is irrevocably made at least six
(6) months prior to the effective date of the allocation or (ii) the crediting
of the deferred amount to the Lockheed Martin Common Stock Investment Option has
been approved by the Board of Directors (or a committee thereof that is
comprised of persons specified in Section 7.1). To the extent that a Director
makes an election to have Deferred Compensation credited to the Lockheed Martin
Common Stock Investment Option which is not in compliance with (i) or (ii)
above, the amount elected to be deferred into the Lockheed Martin Common Stock
Investment Option shall initially be allocated to the Interest Option until such
time as the allocation to the Lockheed Martin Common Stock Investment Option
would be in compliance with (i) or (ii) above, at which time the deferred amount
shall automatically be reallocated.

     3.2  Terms of Deferral Elections. A Director's deferral election for a
calendar year shall specify the percentage (which may equal 100%) of the
Director's Fees to be earned by the Director for that year which are to be
deferred under this Plan. A Director's deferral election shall remain in effect
for each subsequent calendar year, unless the Director duly files a revised
Election Form or written revocation of the election before the beginning of the
subsequent calendar year. A Director's deferral election shall be irrevocable
during any calendar year in which it is in effect.

                                   ARTICLE IV

                              CREDITING OF ACCOUNTS

     4.1  Crediting of Director's Fees. Director's Fees that a Director has
elected to defer shall be credited to the Director's Account as of the first day
of the month in which the Director's Fees would have been payable to the
Director if no deferral election had been made under this Plan. The elected
deferral percentage shall apply to all Director's Fees earned by the Director
during a calendar year.

                                       -5-

<PAGE>

     4.2  Crediting of Investment Earnings. Subject to the provisions of Section
3.1 above, as of the last day of each month, a Director's Account shall be
credited to reflect investment earnings (or loss) for the month, based on the
Director's investment selections under this Section 4.2. A Director may elect to
have his or her Account credited with investment earnings (or losses) for each
month as if the Director's Account balance had been invested in the following:

     (a)  Interest Option. Interest at a rate equal to one twelfth (1/12) of the
annual prime rate as set by Citibank, N.A., New York, New York, on the last day
of the preceding month.,

     (b)  S&P 500 Option. A return (or loss) equal to that of the published
index for the Standard & Poors 500 (with dividends) for the month will accrue.

     (c)  Lockheed Martin Common Stock Investment Option. Earnings (or losses)
shall be credited as if such amount had been invested in Lockheed Martin Common
Stock at the published closing price of the Corporation's Common Stock on the
New York Stock Exchange on the last trading day preceding the day as to which
such amount is deferred (or reallocated) into the Lockheed Martin Common Stock
Investment Option; this portion of a Director's Account shall reflect any
subsequent appreciation or depreciation in the market value of Lockheed Martin
Common Stock based on the published closing price of the stock on the New York
Stock Exchange on the last trading day of each month and shall reflect dividends
on the stock as if such dividends were reinvested in shares of Lockheed Martin
Common Stock.

     (d)  A combination of (a), (b) and (c).

A Director's initial investment selections must be made by the date that the
Director's initial deferral election takes effect. A Director may change his or
her investment selections with respect to all amounts credited to the Director's
Account, including amounts deferred in prior periods, provided that any such
change that would result in an increase or decrease in the portion of the
Director's Account allocated to the Lockheed Martin Common Stock Investment
Option shall only be effective if it is made pursuant to an irrevocable written
election made at least six months following the date of the Director's most
recent "opposite way" election with respect to either the Plan or any other plan
maintained by Lockheed Martin that provides for Discretionary Transactions (as
defined in Rule 16b-3). Subject to the foregoing, a change of investment
selections must be made by filing a revised Election Form in advance of the
month in which the change is to take effect.

     4.3  Account Balance as Measure of Deferred Compensation. The Deferred
Compensation payable to a Director (or the Director's Beneficiary) shall be
measured by, and shall in no event exceed, the sum of the amounts credited to
the Director's Account.

                                    ARTICLE V

                        PAYMENT OF DEFERRED COMPENSATION

     5.1  Manner of Distribution.

     (a)  Lump sum payments. Subject to the provisions of Section 5.6, a
Director's Deferred Compensation shall be paid as a lump sum cash payment equal
to the balance credited to the Director's Account on or about January 15th of
the calendar year that next follows the date of the termination of the
Director's status as a Director, unless the Director has elected to receive
installment payments in accordance with Section 5.1(b).

                                       -6-

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     (b)  Installment payments. A Director may elect to have the Director's
Deferred Compensation distributed in annual installments commencing on or about
January 15th of the calendar year that next follows the date of the
termination of the Director's status as a Director and continuing over a maximum
period of ten (10) years. The amount of each annual installment shall be
determined by dividing the Director's Account balance (or the portion of the
Account balance to which the installment election applies) on the December 31
preceding the payment date by the number of years remaining in the elected
installment period.

     (c)  Deferral For Directors Fees Earned in 1996. A Director may elect to
have the Director's Deferred Compensation earned during the 1996 calendar year
credited and paid as a lump sum under (a) or annual installments under (b)
except that payment (or installments, as the case may be) will be made (or
commence) on January 1, 1998, or as soon as practicable thereafter regardless of
whether the Director has terminated service as a Director.

     (d)  Timing of Elections. A Director may change any election as to the
manner of distribution and file a new election choosing a lump sum or
installment payments with respect to the payment of the Director's entire
Account, or with respect to fees deferred for specific years or with respect to
the specific benefits available under Article VI, by executing an election (on a
form prescribed by the Company) within the time periods described in this
Section 5.1(d). An election must be made prior to the Director's termination of
service as a director and (i) at least six months before the date the first
payment would be due and (ii) in a calendar year prior to the calendar year in
which the first payment would be due. In the event an election fails to satisfy
the terms of this Section 5.1(d), such election shall be void and payment shall
commence under the Director's previous valid election or, if none exists, shall
be paid in a lump sum.

     5.2  Commencement of Payments. Subject to the provisions of Section 5.6 and
except as provided in Sections 5.1(c) and 5.4, the payment of Deferred
Compensation to a Director shall be made or commence on or about January 15th
of the first calendar year following the year in which the Director ceases to be
a Director, whether due to resignation, retirement, disability, death, or
otherwise. Installment payments shall continue to be made in January of each
succeeding year until all installments have been paid.

     5.3  Death Benefits. Subject to the provisions of Section 5.6, in the event
that a Director dies before payment of the Director's Deferred Compensation has
commenced or been completed, the balance of the Director's Account shall be
distributed to the Director's Beneficiary commencing in the January following
the date of the Director's death in accordance with the manner of distribution
(lump sum or annual installments) elected by the Director for payments during
the Director's lifetime. However, upon good cause shown by a Beneficiary or
personal representative of the Director, the Committee, in its sole discretion,
may reject a Director's installment election and instead cause the Director's
death benefits to be paid in a lump sum.

     5.4  Emergency Withdrawals. In the event of an unforeseeable emergency
prior to the commencement of distributions or after the commencement of
installment payments, the Committee may approve a distribution to a Director (or
Beneficiary after the death of a Director) of the part of the Director's Account
balance that is reasonably needed to satisfy the emergency need. An Emergency
withdrawal will be approved only in a circumstance of severe financial hardship
to the Director (or Beneficiary after the death of the Director) resulting from
a sudden and unexpected illness or accident of the Director (or Beneficiary, as
applicable) or of a dependent of the Director (or Beneficiary, as applicable),
loss of property due to casualty, or other similar extraordinary or
unforeseeable circumstance

                                       -7-

<PAGE>

arising from events beyond the control of the Director (or Beneficiary, as
applicable). The investment earnings credited to the Director's Account shall be
determined as if the withdrawal had been debited from the Director's Account on
the first day of the month in which the withdrawal occurs.

     5.5  Status of Certain Directors.

     (a)  For purposes of Section 5.2, a retired Director who continues to
advise the Board of Directors under an Advisory Services Agreement shall be
treated as an active Director for the period that he or she continues to serve
under such agreement, if the Director so elects on or before April 25, 1996. An
election under this Section 5.5 shall not otherwise alter the Director's rights
under this plan. Once made, an election under this Section 5.5 shall be
irrevocable.

     (b)  For the purposes of Article VI, a member of the Board of Directors who
is not eligible for Director's Fees but who is eligible for a Lump Sum
Retirement Benefit shall be eligible to defer such compensation pursuant to this
Plan.

     5.6  Corporation's Right to Withhold. There shall be deducted from all
payments under this Plan the amount of taxes, if any, required to be withheld
under applicable federal or state tax laws. The Directors and their
Beneficiaries will be liable for payment of any and all income or other taxes
imposed on Deferred Compensation payable under this Plan.

     5.7  Section 16 Limitations on Distributions. Notwithstanding anything
contained herein to the contrary, no distribution of any portion of a Director's
Account credited to the Lockheed Martin Common Stock Investment Option shall be
made unless (i) the Board of Directors or Committee has approved the
distribution or (ii) at least six months have passed from the date the
Director's service on the Board has terminated.

                                   ARTICLE VI

                  SPECIAL RULES FOR LUMP SUM RETIREMENT BENEFIT
                           AND LUMP SUM DEATH BENEFIT

     6.1  Deferral of Lump Sum Benefits. The Lump Sum Retirement Benefit and the
Lump Sum Death Benefit for each Director shall be credited to that Director's
Account as of May 1, 1999. Subject to the provisions of Section 3.1 above, the
Director's investment selections for deferred Director's Fees shall be the
investment selection for a Director's Lump Sum Retirement Benefit and Lump Sum
Death Benefit and as of the last day of each month, a Director's Account shall
be credited to reflect investment earnings (or loss) for the month, based on the
Director's investment selections under Section 4.2.

     6.2  Payment of Lump Sum Benefits. The Lump Sum Retirement Benefit and the
Lump Sum Death Benefit shall be distributed as part of a Director's Deferred
Compensation in accordance with Article V. Subject to Section 5.7, a Director
may also elect to receive the Lump Sum Death Benefit and the Lump Sum Retirement
Benefit in a single lump sum payable on or about May 1, 2000, so long as prior
to May 1, 1999, the Director makes an irrevocable written election to receive
the lump sum payment. Any lump sum payment made pursuant to this Section 6.2
shall include amounts credited as investment earnings with respect to the Lump
Sum Retirement Benefit for the period from May 1, 1999 until April 30, 2000.
Notwithstanding anything herein to the contrary, no portion of a Director's Lump
Sum Retirement Benefit may be paid prior to May 1, 2000.

                                       -8-

<PAGE>

                                   ARTICLE VII

                    ADMINISTRATION, AMENDMENT AND TERMINATION

     7.1  Administration by Committee. This Plan shall be administered by a
Committee consisting of exclusively "non-employee directors" as that term is
defined in Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and Exchange
Commission under Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act"). The Committee shall act by vote of a majority or by unanimous
written consent of its members. The Committee's resolution of any question
regarding the interpretation of this Plan shall be subject to review by the
Board, and the Board's determination shall be final and binding on all parties.

     7.2  Amendment and Termination. This Plan may be amended, modified, or
terminated by the Board at any time, except that no such action shall (without
the consent of affected Directors or, if appropriate, their Beneficiaries or
personal representatives) adversely affect the rights of Directors or
Beneficiaries with respect to compensation earned and deferred under this Plan
prior to the date of such amendment, modification, or termination.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1  Limitation on Directors' Rights. Participation in this Plan shall not
give any Director the right to continue to serve as a member of the Board or any
rights or interests other than as herein provided. No Director shall have any
right to any payment or benefit hereunder except to the extent provided in this
Plan. This Plan shall create only a contractual obligation on the part of the
Corporation as to such amounts and shall not be construed as creating a trust.
The Plan, in and of itself, has no assets. Directors shall have only the rights
of general unsecured creditors of the Corporation with respect to amounts
credited to or payable from their Accounts.

     8.2  Beneficiaries.

     (a)  Beneficiary Designation. Subject to applicable laws (including any
applicable community property and probate laws), each Director may designate in
writing the Beneficiary that the Director chooses to receive any payments that
become payable after the Director's death, as provided in Section 5.3. A
Director's Beneficiary designation shall be made on forms provided and in
accordance with procedures established by the Corporation and may be changed by
the Director at any time before the Director's death.

     (b)  Definition of Beneficiary. A Director's "Beneficiary" or
"Beneficiaries" shall be the person or persons, including a trust or trusts,
validly designated by the Director or, in the absence of a valid designation,
entitled by will or the laws of descent and distribution to receive the amounts
otherwise payable to the Director under this Plan in the event of the Director's
death.

     8.3  Rights Not Assignable; Obligations Binding Upon Successors. A
Director'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 thereon, other

                                       -9-

<PAGE>

than pursuant to Section 7.2, shall not be permitted or recognized. Obligations
of the Corporation under this Plan shall be binding upon successors of the
Corporation.

     8.4  Governing Law; Severability. The validity of this Plan or any of its
provisions shall be construed, administered, and governed in all respects under
and by the laws of the State of Maryland. If any provisions of this instrument
shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.

     8.5  Annual Statements. The Corporation shall prepare and send a statement
to the Director (or to the Director's Beneficiary after the Director's death)
showing the balance credited to the Director's Account as of December 31 of each
year for which an Account is maintained with respect to the Director.

     8.6  Headings Not Part of Plan. Headings and subheadings in this Plan are
inserted for reference only and are not to be considered in the construction of
this Plan.

     8.7  Consent to Plan Terms. By electing to participate in this Plan, a
Director shall be deemed conclusively to have accepted and consented to all of
the terms of this Plan and to all actions and decisions of the Corporation,
Board, or Committee with regard to the Plan. Such terms and consent shall also
apply to and be binding upon each Director's Beneficiary or Beneficiaries,
personal representatives, and other successors in interest.

     8.8  Effective Date. This Plan shall become effective on March 15, 1995.

     8.9  Plan Construction. It is the intent of the Corporation that this Plan
satisfy and be interpreted in a manner that satisfies the applicable
requirements of Rule 16b-3 so that Directors will be entitled to the benefits of
Rule 16b-3 or other exemptive rules under Section 16 of the Exchange Act and
will not be subjected to avoidable liability thereunder. Any contrary
interpretation shall be avoided.

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