Exhibit 10(ab)
THIRD AMENDMENT TO THE
LOCKHEED CORPORATION DIRECTORS'
DEFERRED COMPENSATION PLAN TRUST AGREEMENT
SEPTEMBER 30, 1995
Lockheed Corporation, a Delaware corporation, and First Interstate Bank of
California, successor to First Interstate Bank, Ltd. (the "Trustee"), adopt the
following amendment to the Lockheed Corporation Directors' Deferred Compensation
Plan Trust Agreement effective September 30, 1995:
Section 5.1 is amended by adding the following new paragraph at the end
thereof:
"Notwithstanding anything herein to the contrary, the Trustee shall not
purchase any Stock on or after September 30, 1995. On and after September
30, 1995 all earnings on Trust assets, including cash dividends on Stock,
shall be invested by the Trustee in units or shares of mutual funds
invested only in direct obligations of the United States of America or
obligations unconditionally and fully guaranteed as to principal and
interest by the United States of America. The Committee may from time to
time authorize the Trustee to invest Trust assets in other types of
investments, but it may not at any time authorize the Trustee to purchase
Stock."
