LOCKHEED MARTIN CORP
EXHIBIT 10
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<DESCRIPTION>EXHIBIT 10
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                                                                Exhibit 10(ii)












                              DIRECTORS EQUITY PLAN
                      As Amended Effective January 1, 2002


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                                TABLE OF CONTENTS

                                    ARTICLE I
                      TITLE, PURPOSE AND AUTHORIZED SHARES

                                   ARTICLE II
                                   DEFINITIONS


                                   ARTICLE III
                                  PARTICIPATION
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   3.1.  Award................................................................................... 3
   3.2.  Election................................................................................ 4

                                   ARTICLE IV
                                   STOCK UNITS

   4.1.  Stock Unit Account...................................................................... 5
   4.2.  Dividend Equivalents; Dividend Equivalent Stock Account................................. 5
   4.3.  Vesting of Stock Unit Account and Dividend Equivalent Stock Account..................... 5
   4.4.  Distribution of Benefits................................................................ 5
   4.5.  Limitations on Rights Associated with Units............................................. 6

                                    ARTICLE V
                                  STOCK OPTIONS

   5.1.  Exercise Price.......................................................................... 6
   5.2.  Non-transferability of Options.......................................................... 6
   5.3.  Vesting; Term of Options................................................................ 6
   5.4.  Payment of Exercise Price............................................................... 6
   5.5.  Rights as Stockholder................................................................... 7


                                   ARTICLE VI
                                 ADMINISTRATION

   6.1.  Administration.......................................................................... 7
   6.2.  Decisions Final; Delegation; Reliance; and Limitation on Liability...................... 7

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                           LOCKHEED MARTIN CORPORATION

                              DIRECTORS EQUITY PLAN

                                   May 1, 1999
                             As Amended May 1, 2000
                      As Amended Effective January 1, 2002

                                    ARTICLE I
                      TITLE, PURPOSE AND AUTHORIZED SHARES

     This Plan shall be known as "Lockheed Martin Corporation Directors Equity
Plan" and shall become effective on May 1, 1999. The purpose of this Plan is to
attract, motivate and retain experienced and knowledgeable directors for the
Corporation and to further align their economic interests with the interests of
stockholders generally. The total number of shares of Common Stock that may be
delivered pursuant to awards under this Plan is 1,000,000, subject to
adjustments contemplated by Section 7.1. Shares of Common Stock subject to an
Option terminating or expiring for any reason prior to its exercise, and Units
and Dividend Equivalents that are forfeited pursuant to the Plan, shall be
available for Awards to be granted during the term of the Plan.

                                   ARTICLE II
                                   DEFINITIONS

     The following terms shall have the meaning specified below unless the
context clearly indicates otherwise:

          Accounts means a Director's Stock Unit Account and Dividend Equivalent
     Stock Account.

          Award means an award granted pursuant to Section 3.1.

          Award Date means May 1 of each year, commencing in 1999, 2000 or 2001
     (or if May 1 falls on a weekend or holiday, the next following business
     day) and January 15 of each year, commencing in 2002 and years thereafter
     (or if January 15 falls on a weekend or holiday, the next following
     business day).

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

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

          Change in Control means:

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

               2) The Corporation is merged, combined, consolidated,
          recapitalized or otherwise reorganized with one or more other entities
          that are not Subsidiaries and, as a result of the merger, combination,
          consolidation, recapitalization or other reorganization, less than 75%
          of the outstanding voting securities of the surviving or resulting
          corporation shall immediately after the event be owned in the
          aggregate by the stockholders of the Corporation (directly or
          indirectly), determined on the basis of record ownership as of the
          date of determination of holders entitled to vote on the action (or in
          the absence of a vote, the day immediately prior to the event).

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               3) Any person (as this term is used in Sections 3(a)(9) and
          13(d)(3) of the Exchange Act, but excluding any person described in
          and satisfying the conditions of Rule 13d-1(b) (1) thereunder),
          becomes the beneficial owner (as defined in Rule 13d-3 under the
          Exchange Act), directly or indirectly, of securities of the
          Corporation representing 25% or more of the combined voting power of
          the Corporation's then outstanding securities entitled to vote in the
          election of directors of the Corporation.

               4) At any time within any period of two years after a tender
          offer, merger, combination, consolidation, recapitalization, or other
          reorganization or a contested election, or any combination of these
          events, the "Incumbent Directors" shall cease to constitute at least a
          majority of the authorized number of members of the Board. For
          purposes hereof, "Incumbent Directors" shall mean the persons who were
          members of the Board immediately before the first of these events and
          the persons who were elected or nominated as their successors or
          pursuant to increases in the size of the Board by a vote of at least
          three-fourths of the Board members who were then Board members (or
          successors or additional members so elected or nominated).

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

               Code means the Internal Revenue Code of 1986, as amended.

          Common Stock or Stock means shares of Common Stock of the Corporation,
     par value $1.00 per share, subject to adjustments made under Section 7.1 or
     by operation of law.

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

          Director means a member of the Board of Directors of the Corporation
     who is not an officer or employee of the Corporation or any of its
     subsidiaries.

          Disability means a "permanent and total disability" within the meaning
     of Section 22(e)(3) of the Code.

          Dividend Equivalent means the amount of cash dividends or other cash
     distributions that would have been paid by the Corporation on Stock Units
     then credited to a Director's Stock Unit Account had those Stock Units been
     shares of common stock.

          Dividend Equivalent Stock Account means the bookkeeping account
     maintained by the Corporation on behalf of a Director which is credited
     with Dividend Equivalents in the form of Stock Units in accordance with
     Section 4.2.

          Effective Date means May 1, 1999, or such later date as is specified
     in an amendment or in the Plan.

          Exchange Act means the Securities Exchange Act of 1934, as amended
     from time to time.

          Fair Market Value means in the case of a Stock Unit the closing price
     of the Stock as reported on the composite tape of New York Stock Exchange
     issues on the


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     relevant date, or, if no sale of Stock is reported for that date, the next
     preceding day for which there is a reported sale and in the case of an
     Option shall mean the fair market value of an option to buy Stock granted
     on the relevant day as determined using the Black Scholes option pricing
     methodology.

          Option means a Nonqualified Stock Option to purchase shares of Common
     Stock with the terms and conditions as described in Article V.

          Plan means the Lockheed Martin Corporation Directors Equity Plan.

          Retirement means retirement from the Corporation pursuant to Section
     2.03 of the Corporation's By-Laws at the expiration of a Director's term.

          Stock Unit or Unit means a non-voting unit of measurement that is
     deemed for bookkeeping purposes to be equivalent to an outstanding share of
     Common Stock of the Corporation.

          Stock Unit Account means the bookkeeping account maintained by the
     Corporation on behalf of each Director which is credited with Stock Units
     in accordance with Section 4.1.

          Subsidiary means, as to any person, any corporation, association,
     partnership, joint venture or other business entity of which 50% or more of
     the voting stock or other equity interests (in the case of entities other
     than corporations), is owned or controlled (directly or indirectly) by that
     entity, or by one or more of the Subsidiaries of that entity, or by a
     combination thereof.

                                   ARTICLE III
                                  PARTICIPATION

     3.1 Award. Effective January 15, 2002, and on each Award Date thereafter
during the term of this Plan, each Director shall be granted, in the form
elected by the Director pursuant to Section 3.2, one of the following Awards:

          (a)  For Award Dates occurring in 2002 and thereafter during the term
               of this Plan, Units with a Fair Market Value of $75,000 credited
               to the Director's Stock Unit Account;

          (b)  For Award Dates occurring in 2002 and thereafter during the term
               of this Plan, Units credited to the Director's Stock Unit Account
               with a Fair Market Value of $37,500 and Options to purchase
               shares of Stock with a Fair Market Value of $37,500; or

          (c)  For Award Dates occurring in 2002 and thereafter during the term
               of this Plan, Ooptions to purchase shares of Stock with a Fair
               Market Value of $75,000.

          (d)  In the case of any Director who is not serving as a Director on
               the Award Date but becomes a Director following the immediately
               succeeding annual meeting of the Corporation, the Award granted
               to the Director on May 1 will be two-thirds (2/3) of the amount
               of the form elected by the Director pursuant to Section 3.1(a),
               (b), or (c). Awards made upon the filling of a vacancy in the
               Board of Directors at any other time of the year will be
               similarly prorated to reflect the portion of the year during
               which the individual serves as a Director.

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          (e)  In the case of a Director who will attain age 70 on or before the
               annual meeting following an Award Date and who will retire from
               the Board of Directors at that annual meeting, the award to be
               made to that Director will be one-third (1/3) of the amount of
               the form elected by the Director pursuant to Section 3.1if we
               blow through the budget (a), (b), or (c).

     For purposes of this Section 3.1, Fair Market Value shall be determined on
the Award Date.

     3.2 Election. Prior to the Award Date or, in the case of a new Director,
before the commencement of the Director's term of office, a Director must file
an election form, as provided by the Corporation, with the Secretary of the
Corporation specifying the form of the Award the Director elects to receive
pursuant to Section 3.1. A Director's election shall remain in effect for Awards
made in each subsequent calendar year, unless the Director files a revised
election form or written revocation of the election with the Secretary of the
Corporation before the subsequent Annual Meeting of Stockholders. A Director's
election shall be irrevocable after the Award for a particular year is made.

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                                   ARTICLE IV
                                   STOCK UNITS

     4.1. Stock Unit Account. If a Director elects the Award described in either
Section 3.1(a) or 3.1(b), the Stock Unit Account of such Director shall be
credited on the Award Date with either (i) Units determined pursuant to Section
3.1(a) or (ii) Units determined pursuant to Section 3.1(b).

     4.2. Dividend Equivalents; Dividend Equivalent Stock Account.

         (a) Allocation of Dividend Equivalents. Each Director shall be entitled
to receive Dividend Equivalents on the Units credited to his or her Stock Unit
Account and Dividend Equivalent Stock Account, both before and after a
termination of service. The Dividend Equivalents shall be credited to the
Director's Dividend Equivalent Stock Account in accordance with Section 4.2(b)
below.

         (b) Dividend Equivalent Stock Account. The Director's Dividend
Equivalent Stock Account shall be credited with an additional number of Units
determined by dividing the amount of Dividend Equivalents by the Fair Market
Value of a share of Common Stock as of the date on which the dividend is paid.
The Units credited to a Director's Dividend Equivalent Stock Account shall be
allocated (for purposes of distribution) in accordance with Section 4.4(b) and
shall be subject to adjustment in accordance with Section 7.1.

     4.3. Vesting of Stock Unit Account and Dividend Equivalent Stock Account. A
Director's Units held in his or her Stock Unit Account shall vest on the first
anniversary of the Award Date for such Units. A Director's Units held in his or
her Dividend Equivalent Stock Account shall vest when the underlying Units in
the Stock Unit Account vest. If a Director's service as a Director terminates
for any reason, all nonvested Units and related Dividend Equivalents shall be
forfeited. Notwithstanding the provisions of this Section 4.3, all nonvested
Units and related Dividend Equivalents granted to a Director shall vest upon a
Change in Control or in the event of such Director's Retirement, death or
Disability.

     4.4. Distribution of Benefits.

         (a) Commencement of Benefits Distribution. Subject to the terms of
Section 4.3 and this Section 4.4, each Director shall be entitled to receive a
distribution of his or her Accounts upon a termination of service (including but
not limited to a retirement or resignation) as a director of the Corporation.
Benefits shall be distributed at the time or times set forth in this Section
4.4.

         (b) Manner of Distribution. The benefits payable under this Section
shall be distributed to the Director in a lump sum, unless the Director elects
in writing (on forms provided by the Corporation) on or before the Award Date on
which the Units are granted to receive a distribution of benefits in
approximately equal annual installments for up to ten years. Elections with
respect to any Units in the Stock Unit Account shall apply to all Dividend
Equivalent Units attributable to those Stock Units, and to all Dividend
Equivalent Units. Installment payments shall commence as of the date the
Accounts become distributable under Section 4.4(a). The amount of each
installment shall be equal to (i) the Fair Market Value of the Units allocated
to Director's Stock Unit Account and Dividend Equivalent Account, on the day
immediately preceding the date of payment, divided by (ii) the number of
installments yet to be paid. Notwithstanding the foregoing, if the vested
balance remaining in a Director's Stock Unit Account and Dividend Equivalent
Stock Account is less than 50 Units, then the remaining balance shall be
distributed in a lump sum in the form of cash or Stock, as previously elected by
the Director. In the event of a Change in Control or a Director's termination of
services as a result of death or Disability, either prior to or after the
Director has terminated service, the benefits payable under this Section shall
be distributed in a lump sum in cash.

         (c) Form of Distribution. Stock Units shall be paid and distributed by
means of a distribution of (i) an equivalent whole number of shares of Common
Stock or (ii) cash in an amount equal to the Fair Market Value of an equivalent
number of shares of Common Stock as of the business day immediately preceding
the distribution. Any fractional interest in a Unit shall be paid in cash on
final

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distribution. In the event of a termination of service, a Director may elect to
have Stock Units credited to the Director's Stock Unit Account and Dividend
Equivalent Stock Account paid and distributed in the form of cash or a
combination of whole shares of Common Stock and cash by making a written
election (on forms provided by the Corporation) at least six months prior to
receipt by a Director of any distribution as to the percentage the Director
elects to receive in the form of cash and the percentage the Director elects to
receive in whole shares of Common Stock.

         (d) Sub-Accounts. The Administrator shall retain sub-accounts of a
Director's Accounts as may be necessary to determine which Units are subject to
any distribution elections under Section 4.4(b).

         (e) Limitations of Distributions. Notwithstanding anything herein to
the contrary, no Units may be distributed prior to the six month anniversary of
the crediting of such Units to the Director's Stock Unit Account.

     4.5. Limitations on Rights Associated with Units. A Director's Accounts
shall be memorandum accounts on the books of the Corporation. The Units credited
to a Director's Accounts shall be used solely as a device for the determination
of the number of shares of Common Stock to be distributed to such Director in
accordance with this Plan. The Units shall not be treated as property or as a
trust fund of any kind, and shall not create a security interest in any property
although the Corporation shall reserve shares of Common Stock to satisfy its
obligations under this Plan. All shares of Common Stock or other amounts
attributed to the Units shall be and remain the sole property of the
Corporation, and each Director's rights in the Units is limited to the right to
receive shares of Common Stock or cash in the future, in accordance with the
Plan. No Director shall be entitled to any voting or other stockholder rights
with respect to Units granted under this Plan. The number of Units credited
under this Article shall be subject to adjustment in accordance with Section
7.1.

                                    ARTICLE V

                                  STOCK OPTIONS

     All Options granted pursuant to the Plan shall be subject to the following
terms and conditions:

     5.1. Exercise Price. The exercise price of an Option shall be equal to 100%
of the Fair Market Value of the Stock on the day of the grant of the Option.

     5.2. Non-transferability of Options. Options shall not be assignable nor
transferable by the Director otherwise than by bequest or by the laws of
descent. Options shall be exercisable during the Director's lifetime only by the
Director or by his or her guardian or legal representative. The designation of a
Beneficiary is not a prohibited transfer.

     5.3. Vesting; Term of Options; limitations on exercisability . Options
shall become exercisable on the day following the first anniversary of the date
the Options are granted and, subject to Section 5.3, shall expire on the tenth
anniversary of the date the Options are granted. Notwithstanding the provisions
of this Section 5.3, upon a Change in Control or in the event a Director's
service as director terminates by reason of such Director's Retirement, death or
Disability, all options shall become exercisable, except that no Option will be
exercisable prior to the the six month anniversary of the granting of the
Options to the Director.

     5.4. Payment of Exercise Price. The Option's exercise price shall be paid
in cash at the time of exercise, except that in lieu of all or part of the cash,
the Director may tender Stock to the Corporation having a Fair Market Value
equal to the exercise price, (less any cash paid). The Fair Market Value of
tendered Stock shall be determined as of the close of the business day
immediately preceding the day on which the Options are exercised.


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     5.5. Rights as Stockholder. A Director shall have no rights as a Common
Stockholder with respect to any unissued shares of Common Stock covered by an
Option until the date the Director exercises the Options and becomes the holder
of record of those shares of Common Stock. Except as provided in Section 7.1, no
adjustment or other provision shall be made for dividends or other stockholder
rights.

                                   ARTICLE VI
                                 ADMINISTRATION

     6.1. Administration. This Plan shall be self-executing and operated as a
formula plan. To the extent necessary for the operation of the Plan, it shall be
construed, interpreted and administered by the Board or a committee appointed by
the Board to act on its behalf under this Plan. Notwithstanding the foregoing,
but subject to Section 7.2 hereof, the Board shall have no discretionary
authority with respect to the amount or price of any Award granted under this
Plan and no Director shall participate in any decision relating solely to his or
her benefits (other than approval of the Award).

     6.2. Decisions Final; Delegation; Reliance; and Limitation on Liability.
Any determination of the Board or committee made in good faith shall be
conclusive. In performing its duties, the Board or the committee shall be
entitled to rely on public records and on information, opinions, reports or
statements prepared or presented by officers or employees of the Corporation or
other experts believed to be reliable and competent. The Board or the committee
may delegate ministerial, bookkeeping and other non-discretionary functions to
individuals who are officers or employees of the Corporation.

     Neither the Corporation nor any member of the Board, nor any other person
participating in any determination of any question under this Plan, or in the
interpretation, administration or application of this Plan, shall have any
liability to any party for any action taken or not taken in good faith under
this Plan or for the failure of an Award (or action or payment in respect of an
Award) to satisfy Code requirements for realization of intended tax
consequences, to qualify for exemption or relief under Rule 16b-3, or to comply
with any other law, compliance with which is not required by the Corporation.

                                   ARTICLE VII
                          PLAN CHANGES AND TERMINATION

     7.1. Adjustments upon Changes in Common Stock. Upon the Corporation's
recapitalization, stock split (including a stock split in the form of a stock
dividend), reverse stock split, merger, combination, consolidation, or other
reorganization or any extraordinary dividend or other extraordinary distribution
in respect of the Stock (whether in the form of cash, Stock or other property),
or any split-up, spin-off, extraordinary redemption, or exchange of outstanding
Stock, or there shall occur any other similar corporate transaction or event in
respect of the Stock, or a sale of substantially all the assets of the
Corporation as an entirety, the Committee shall make a proportionate and
equitable adjustment consistent with the effect of any such event on
stockholders generally (but without duplication if Dividend Equivalents are
credited) in the maximum number of shares of Common Stock reserved under the
Plan, in the number of Units granted under the Plan, and in the number, kind and
exercise price of Options granted under the Plan to prevent dilution or
enlargement of the rights of Directors under the Plan and outstanding Options.

     7.2. Amendments. The Board of Directors shall have the right to amend this
Plan in whole or in part or to suspend or terminate this Plan. No amendment,
suspension, or termination, however, may cancel or otherwise adversely affect in
any way, without written consent, any Director's rights with respect to (i)
Stock Units and Dividend Equivalents credited to his or her Stock Unit Account
or Dividend Equivalent Stock Account or (ii) Options awarded prior to the
effective date of the amendment, suspension or termination.

     7.3. Term. This Plan shall remain in effect for a period of 10 years from
the Effective Date, but continuance of this Plan is not a contractual obligation
of the Corporation. In the event that the Board of Directors decides to
terminate this Plan, it shall notify the Directors of its action in writing, and
this Plan shall be terminated at the time set by the Board of Directors.


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     7.4. Distribution of Shares. If this Plan terminates pursuant to Section
7.2, the distribution of the Accounts of a Director shall be made at the time
provided in Section 4.4 and in a manner consistent with the elections made
pursuant to Section 4.4 if any.

                                  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 provided in this Plan. No Director shall have
any right to any payment or benefit except to the extent provided in this Plan.
This Plan shall create only a contractual obligation of the Corporation to
provide the benefits described in the Plan and shall not be construed as
creating a trust. This Plan has no assets. Directors shall only have rights as
general unsecured creditors of the Corporation for any amounts credited or
vested and benefits payable under this Plan.

     8.2. Beneficiaries.

         (a) Beneficiary Designation. Upon forms provided and in accordance with
procedures established by the Corporation, each Director may designate in
writing (and change a designation of) the Beneficiary or Beneficiaries (as
defined in Section 8.2(b)) that the Director chooses to receive the Common Stock
payable under this Plan after his or her death, subject to applicable laws
(including any applicable community property and probate laws).

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

     8.3. Corporation's Right to Withhold. The Corporation shall satisfy state
or federal income tax withholding obligations, if any, arising upon distribution
of a Director's Account or of shares of Stock upon the exercise of Options by
reducing the number of shares of Common Stock otherwise deliverable to the
Director by the appropriate number of shares (based on the Fair Market Value on
the day immediately preceding the payment) required to satisfy such tax
withholding obligation. If the Corporation, for any reason, cannot satisfy the
withholding obligation in accordance with the preceding sentence, the Director
shall pay or provide for payment in cash of the amount of any taxes which the
Corporation may be required to withhold with respect to the benefits hereunder.

     8.4. Benefits Not Assignable; Obligations Binding Upon Successors. Benefits
of a Director under this Plan shall not be assignable or transferable and any
purported transfer, assignment, pledge or other encumbrance or attachment of any
payments or benefits under this Plan, or any interest therein, other than
pursuant to Section 8.2, shall not be permitted or recognized. Obligations of
the Corporation under this Plan shall be binding upon successors of the
Corporation.

     8.5. 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.

     8.6. Compliance With Laws. This Plan and the offer, issuance and delivery
of shares of Common Stock and/or the payment and deferral of compensation under
this Plan are subject to compliance with all applicable federal and state laws,
rules and regulations (including but not limited to state and federal reporting,
registration, insider trading and other securities laws) and to such approvals
by any listing agency or any regulatory or governmental authority as may, in the
opinion of counsel for the Corporation, be necessary or advisable in connection
therewith. Any securities delivered under this Plan shall be subject to such
restrictions, and the person acquiring the securities shall, if requested by the
Corporation, provide


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such assurances and representations to the Corporation as
the Corporation may deem necessary or desirable to assure compliance with all
applicable legal requirements.

     8.7. 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 liability thereunder. Any contrary interpretation shall
be avoided.

     8.8. 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.


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