Senior Executive Retirement Plan Agreement

EXHIBIT 10.10
[LETTERHEAD OF LOCKHEED MARTIN]


MEMORANDUM


TO: G. R. Long


FROM: P. B. Teets


DATE: November 8, 1995


SUBJECT: Senior Executive Retirement Plan - --------------------------------------------------------------------------------


This memorandum is to confirm our mutual agreement regarding the extension of your employment to January 31, 1997 under the Sanders Supplemental Executive Retirement Plan (SERP) provisions. This agreement will cancel your notice of retirement as detailed in your November 1, 1995 letter.


Your employment will continue to January 31, 1997 and you will remain eligible for the SERP benefits as follows:


. One year of salary continuation plus the average of the three prior
years' incentive compensation. During this salary continuation period,
all benefits and perquisites shall continue.


. Consulting arrangement (at 35% of base annual salary at retirement) for
a one year period following ...