Exhibit 24.1
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Norman R. Augustine November 17, 1997
- ------------------------
Norman R. Augustine
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Marcus C. Bennett November 17, 1997
- ----------------------
Marcus C. Bennett
Executive Vice President, Chief Financial Officer and Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Lynne V. Cheney November 18, 1997
- --------------------
Lynne V. Cheney
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Vance D. Coffman November 17, 1997
- ---------------------
Vance D. Coffman
Chief Executive Officer and Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Houston I. Flournoy November 18, 1997
- ------------------------
Houston I. Flournoy
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ James F. Gibbons November 18, 1997
- ---------------------
James F. Gibbons
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Edward E. Hood, Jr. November 18, 1997
- ------------------------
Edward E. Hood, Jr.
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Caleb B. Hurtt November 18th, 1997
- -------------------
Caleb B. Hurtt
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen M.
Piper, and each of them, jointly and severally, his or her lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Todd J. Kallman November 17, 1997
- --------------------
Todd J. Kallman
Chief Accounting Officer
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Gwendolyn S. King November 20, 1997
- ----------------------
Gwendolyn S. King
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Vincent N. Marafino November 25, 1997
- ------------------------
Vincent N. Marafino
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Eugene F. Murphy November 18, 1997
- ---------------------
Eugene F. Murphy
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Allen E. Murray November 19, 1997
- --------------------
Allen E. Murray
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Frank Savage November 19, 1997
- -----------------
Frank Savage
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Peter B. Teets November 17, 1997
- -------------------
Peter B. Teets
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Daniel M. Tellep November 19, 1997
- ---------------------
Daniel M. Tellep
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Carlisle A. H. Trost November 18, 1997
- -------------------------
Carlisle A. H. Trost
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ James R. Ukropina November 18, 1997
- ----------------------
James R. Ukropina
Director
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes Frank H. Menaker, Jr. and Stephen
M. Piper, and each of them, jointly and severally, his or her lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities,
including, but not limited to, that listed below, to execute and file, or cause
to be filed, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (hereinafter referred to as the
"Commission") one or more registration statements on Form S-4 for the purpose of
registering under the Securities Act of 1933, as amended, (the "Securities Act")
securities of Lockheed Martin Corporation in connection with the acquisition by
Lockheed Martin Corporation (acting in conjunction with its wholly owned
subsidiary, Hurricane Sub, Inc.) of Northrop Grumman Corporation and amendments
thereto (including post-effective amendments), and all matters required by the
Commission in connection with such registration statements under the Securities
Act, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney's-in-
fact and agents, and each of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Douglas C. Yearley January 19, 1998
- -----------------------
Douglas C. Yearley
Director