Supplemental Savings Incentive Plan

Exhibit 10(pp)


LOCKHEED MARTIN GLOBAL TELECOMMUNCIATIONS
-----------------------------------------
SUPPLEMENTAL SAVINGS INCENTIVE PLAN
-----------------------------------


(Effective as of May 1, 2001)


ARTICLE I
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PURPOSES OF THE PLAN
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The purposes of the Lockheed Martin Global Telecommunications Supplemental Savings Incentive Plan (the "Supplemental Savings Incentive Plan") are to provide certain key management employees of Lockheed Martin Global Telecommunications, LLC and its subsidiaries (the "Company") the opportunity to defer compensation that cannot be contributed under the Lockheed Martin Global Telecommunications Savings Incentive Plan (the "Qualified Savings Plan") because of the limitations of Code section 401(a)(17), 402(g), or 415(c)(1)(A), and to provide those employees with matching credits equal to the matching contributions that would have been made by the Company on their behalf under the Qualified Savings Plan if the amounts deferred had been contributed to the Qualified Savings Plan.


ARTICLE II
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DEFINITIONS
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Unless the context indicates otherwise, the following words and phrases shall have the meanings hereinafter indicated:


1. ACCOUNT -- The bookkeeping account maintained by the Company for each Participant which is credited with the Participant's Deferred Compensation, Matching Credits, and earnings (or losses) attributable to the Investment Options selected by the Participant, and which is debited to reflect distributions. The portions of a Participant's Account allocated to different Investment Options will be accounted for separately.


2. ACCOUNT BALANCE -- The total amount credited to a Participant's Account at any time, including the portions of the Account allocated to each Investment Option.


3. BENEFICIARY -- The person or persons designated by the Participant as his or her beneficiary under the Qualified Savings Plan, or if no such beneficiary is designated, the Participant's estate.


4. BOARD -- The Board of Directors of Lockheed Martin Corporation.


5. CODE -- The Internal Revenue Code of 1986, as amended.


6. COMMITTEE -- The committee described in Section 1 of Article IX.


7. COMPANY -- Lockheed Martin Global Telecommunications, LLC and its subsidiaries.


8. COMPENSATION -- An employee's base salary from the Company, as defined in the Qualified Savings Plan.


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9. DEFERRAL AGREEMENT -- The written agreement executed by an Eligible Employee on the form provided by the Company under which the Eligible Employee elects to defer Compensation for a Year.


10. DEFERRED COMPENSATION -- The amount of Compensation deferred and credited to a Participant's Account under the Supplemental Savings Incentive Plan for a Year.


11. ELIGIBLE EMPLOYEE -- A salaried employee who is eligible to participate in the Qualified Savings Plan as of the thirtieth (30th) day preceding the last day on which a Deferral Agreement may be made for a Year, and whose annual rate of Compensation equals or exceeds $150,000 as of November 1 of the Year preceding the Year for which a Deferral Agreement is to take effect, and who satisfies such additional requirements for participation in this Supplemental Savings Incentive Plan as the Committee may from time to time establish. In the exercise of its authority under this provision, the Committee shall limit participation in the Plan to employees whom the Committee believes to be a select group of management or highly compensated employees within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.


12. EXCHANGE ACT -- The Securities Exchange Act of 1934.


13. INVESTMENT OPTION -- A measure of investment return pursuant to which Deferred Compensation credited to a Participant's Account shall be further credited with earnings (or losses). The Investment Options available under this Supplemental Savings Incentive Plan shall correspond to the investment options available under the Qualified Savings Plan.


14. LOCKHEED MARTIN CORPORATION STOCK INVESTMENT OPTION -- The Investment Option under which the Participant's Account is credited as if invested under the investment option in the Qualified Savings Plan for the common stock of Lockheed Martin Corporation.


15. MATCHING CREDIT -- Any amount credited to a Participant's Account under Article IV.


16. PARTICIPANT -- An Eligible Employee for whom Compensation has been deferred under this Supplemental Savings Incentive Plan; the term shall include a former employee whose Account Balance has not been fully distributed.


17. QUALIFIED SAVINGS PLAN -- The Lockheed Martin Global Telecommunications Savings Incentive Plan or any successor plan.


18. SECTION 16 PERSON -- A Participant who at the relevant time is subject to the reporting and short-swing liability provisions of Section 16 of the Exchange Act.


19. SUPPLEMENTAL SAVINGS INCENTIVE PLAN -- The Lockheed Martin Global Telecommunications Supplemental Savings Incentive Plan, adopted by the Board of Directors of Lockheed Martin Corporation, effective May 1, 2001.


20. YEAR -- The calendar year.


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ARTICLE III
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ELECTION OF DEFERRED AMOUNT
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1. Timing of Deferral Elections. An Eligible Employee may elect
---------------------------- to defer Compensation for a Year by executing and delivering to the Company a Deferral Agreement no later than November 30 of the preceding Year. An Eligible Employee's Deferral Agreement shall be irrevocable when delivered to the Company and shall remain irrevocably in effect for all succeeding Years, except that the Deferral Agreement may be modified or revoked with respect to any succeeding year by the Eligible Employee's execution and delivery to the Company of a new or modified Deferral Agreement on or before November 30 of such succeeding Year. Notwithstanding the foregoing, deferral elections for the 2001 Year may be made as late as____________, 2001, in recognition of the fact that the right to enter into Deferral Agreements for the 2001 Year has been delayed pending the approval of this Supplemental Savings Incentive Plan by the Board and the distribution of prospectuses for the Plan; provided, however, that no Deferral Agreement for the 2001 Year shall take effect, or apply to Compensation earned, before the date that the Eligible Employee's Deferral Agreement is executed and delivered to the Company.


2. Amount of Deferred Compensation. Unless an Eligible Employee
------------------------------- elects to make no deferral for a Year, the Eligible Employee's Deferred Compensation for a Year shall equal (i) his or her Compensation from the time when his or her Deferral Agreement takes effect during the Year (as elected under Section 3 of this Article III) until the last day of the Year, multiplied by (ii) the percentage of Compensation that the Eligible Employee has elected to contribute to the Qualified Savings Plan for that Year. An Eligible Employee who has elected to make a deferral for a Year under this Supplemental Savings Incentive Plan shall be precluded from modifying his or her rate of contributions to the Qualified Savings Plan for that Year after the date on which his or her Deferral Agreement for that Year (including any continuing Deferral Agreement) has become irrevocable under Section 1 of this Article III.


3. Time when Deferral Agreement Takes Effect. The Eligible
----------------------------------------- Employee will have his or her Deferral Agreement take effect after the occurrence of the earliest of the following triggering events:


(a) the Eligible Employee's pre-tax salary reduction
contributions under the Qualified Savings Plan for the
Year equal the applicable limit under Code section
402(g),


(b) the Compensation paid to the Eligible Employee for the
year equals the applicable compensation limit under Code
section 401(a)(17), or


(c) the annual additions (within the meaning of Code section
415(c)(21)) of the Eligible Employee for the Year under
the Qualified Savings Plan and any other plan maintained
by the Company or Lockheed Martin Corporation equal the
applicable limit under Code section 415(c)(1)(A).


An Eligible Employee's Deferral Agreement shall first take effect and apply to that portion of Compensation earned by the Eligible Employee for a particular


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payroll period that exceeds the amount at which, or with respect to which, the triggering event occurs.


ARTICLE IV
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MATCHING CREDITS
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The Company shall credit to the Account of a Participant as Matching Credits the same percentage of the Participant's Deferred Compensation as it would have contributed as matching contributions to the Qualified Savings Plan if the amount of the Participant's Deferred Compensation had been contributed as pre-tax salary reduction to the Qualified Savings Plan.


ARTICLE V
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CREDITING OF ACCOUNTS
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1. Crediting of Deferred Compensation. Deferred Compensation
---------------------------------- shall be credited to a Participant's Account as of the day on which such amount would have been credited to the Participant's account under the Qualified Savings Plan if the Participant's Deferred Compensation had been contributed as pre-tax salary reduction to the Qualified Savings Plan.


2. Crediting of Matching Credits. Matching Credits shall be
----------------------------- credited to a Participant's Account as of the day on which the Deferred Compensation to which they relate are credited under Section 1 of this Article V.


3. Crediting of Earnings. Earnings shall be credited to a
--------------------- Participant's Account based on the Investment Option or Options to which his or her Account has been allocated, beginning with the day as of which any amounts (or any reallocation of amounts) are credited to the Participant's Account. Any amount distributed from a Participant's Account shall be credited with earnings through the day on which the distribution is processed. The manner in which earnings are credited under each of the Investment Options shall be determined in the same manner as under the Qualified Savings Plan.


4. Selection of Investment Options. The amounts credited to a
------------------------------- Participant's Account under this Supplemental Savings Incentive Plan shall be allocated among the Investment Options in the same percentages as the Participant's account under the Qualified Savings Plan is allocated among those Investment Options. In the event that an Account is maintained for a Participant under this Supplemental Savings Incentive Plan at a time when an account is no longer maintained for the Participant under the Qualified Savings Plan, the Participant may allocate and reallocate his or her Account Balance among the Investment Options in accordance with the procedures and limitations on allocations and reallocations under the Qualified Savings Plan.


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ARTICLE VI
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PAYMENT OF BENEFITS
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1. General. The Company's liability to pay benefits to a
------- Participant or Beneficiary under this Supplemental Savings Incentive Plan shall be measured by and shall in no event exceed the Participant's Account Balance, which shall be fully vested and nonforfeitable at all times. All benefit payments shall be made in cash and, except as otherwise provided, shall reduce allocations to the Investment Options in the same proportions that the Participant's Account Balance is allocated among those Investment Options.


2. Commencement of Payment. The payment of benefits to a
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