Supplemental Savings Plan - Lockheed Martin Corp.


                           LOCKHEED MARTIN CORPORATION
                           ---------------------------
                            SUPPLEMENTAL SAVINGS PLAN
                            -------------------------

                  (Amended and Restated as of January 1, 1997)
                           (As Amended June 28, 2001)


                                    ARTICLE I
                                    ---------

                              PURPOSES OF THE PLAN
                              --------------------

         The purposes of the Lockheed Martin Corporation Supplemental Savings
Plan (the "Supplemental Savings Plan") are to provide certain key management
employees of Lockheed Martin Corporation and its subsidiaries (the "Company")
the opportunity to defer compensation that cannot be contributed under the
Lockheed Martin Salaried Savings Program (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
                                   ----------

                                   DEFINITIONS
                                   -----------

         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.

         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 Corporation and its subsidiaries.







         8. COMPANY 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 the Company.

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

         10. 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.

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

         12. 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 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.

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

         14. 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 Plan shall correspond to the investment options available
under the Qualified Savings Plan.

         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 Plan; the term shall include a former
employee whose Account Balance has not been fully distributed.

         17. QUALIFIED SAVINGS PLAN -- The Lockheed Martin Salaried Savings 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.



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         19. SUPPLEMENTAL SAVINGS PLAN -- The Lockheed Martin Corporation
Supplemental Savings Plan, which was originally adopted by the Board of
Directors of Lockheed Corporation, effective January 1, 1984, as the Lockheed
Corporation Supplemental Savings Plan, and which has been amended and restated
(and re-named) pursuant to action of the Board on July 25, 1996, and as further
amended from time to time.

         20. YEAR -- The calendar year.





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                                   ARTICLE III
                                   -----------

                           ELECTION OF DEFERRED AMOUNT
                           ---------------------------

         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 1997 Year may be made
as late as February 28, 1997, in recognition of the fact that the right to enter
into Deferral Agreements for the 1997 Year has generally been suspended pending
the distribution of prospectuses for the Plan, as amended and restated;
provided, however, no Deferral Agreement for the 1997 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 (whether in the form of pre-tax salary reduction
contributions, after-tax contributions, or a combination thereof) for that Year.
An Eligible Employee who has elected to make a deferral for a Year under this
Supplemental Savings 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 may elect to have his or her Deferral Agreement take effect after the
occurrence of either 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), or

                  (b) the Compensation paid to the Eligible Employee for the
         Year equals the applicable compensation limit under Code section
         401(a)(17), or, if earlier, the annual additions (within the meaning of
         Code section 415(c)(2)) of the Eligible Employee for the Year under the
         Qualified Savings Plan and any other plan maintained by the Company
         equal the applicable limit under Code section 415(c)(1)(A).



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




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                                   ARTICLE IV
                                   ----------

                                MATCHING CREDITS
                                ----------------

         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 or after-tax contributions to the Qualified Savings
Plan.

                                    ARTICLE V
                                    ---------

                              CREDITING OF ACCOUNTS
                              ---------------------

         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 or after-tax contributions 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.

         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 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 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.




                                       - 6 -



                                   ARTICLE VI
                                   ----------

                               PAYMENT OF BENEFITS
                               -------------------

         1. General. The Company's liability to pay benefits to a Participant or
            -------
Beneficiary under this Supplemental Savings 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
            -----------------------
Participant shall commence as soon as administratively feasible following the
Participant's termination of employment with the Company and his or her
entitlement to commence receiving benefits under the Qualified Savings Plan.

         3. Form of Payment. At the time an Eligible Employee first
            ---------------
completes a Deferral Agreement, he or she shall irrevocably elect the form of
payment of his or her Account Balance from among the following options:

                  (a)  A lump sum.

                  (b)  Annual payments for a period of 5, 10, 15, or 20
                       years, as designated by the Participant. The amount
                       of each annual payment shall be determined by
                       dividing the Participant's Account Balance on the
                       date such payment is processed by the number of years
                       remaining in the designated installment period. The
                       installment period may be shortened, in the sole
                       discretion of the Committee, if the Committee at any
                       time determines that the amount of the annual
                       payments that would be made to the Participant during
                       the designated installment period would be too small
                       to justify the maintenance of the Participant's
                       Account and the processing of payments.

         4. Prospective Change of Payment Election. The Committee may, in its
            --------------------------------------
discretion, permit a Participant to modify his or her payment election under
Section 3 of this Article VI at the time the Participant enters into a Deferral
Agreement for a Year; if accepted, any such modification shall apply to all
amounts credited to the Participant's Account under this Supplemental Savings
Plan. No such modification will be effective if made within one year of the date
of the Participant's termination of employment.

         5. Death Benefits. Upon the death of a Participant before a
            --------------
complete distribution of his or her Account Balance, the Account Balance will be
paid to the Participant's Beneficiary in an immediate lump sum.

         6. Acceleration Upon Conflict of Interest. Notwithstanding a
            --------------------------------------
Participant's form of payment election under Section 3 of this Article VI, if
following a Participant's termination of employment with the Company, the



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Participant takes a position (or accepts a position) with a governmental entity,
agency, or instrumentality and that employer has determined or indicated that
the Participant's continued participation in the Plan may constitute a conflict
of interest precluding the Participant from continuing in his position (or from
accepting an offered position) with that employer or subjecting the Participant
to penalty, sanction, or otherwise limiting the Participant's responsibilities
for that employer, then the Participant's Account Balance shall be distributed
to him or her in a lump sum as soon as practical following the later of (i) the
date on which the Participant commences employment with the government employer;
or (ii) the date on which it is determined that the conflict of interest may
exist.

         7.       Acceleration upon Change in Control.
                  -----------------------------------

                  (a) Notwithstanding any other provision of this Supplemental
         Savings Plan, the Account Balance of each Participant shall be
         distributed in a single lump sum within fifteen (15) calendar days
         following a "Change in Control."

                  (b) For purposes of this Supplemental Savings Plan, a Change
         in Control shall include and be deemed to occur upon the following
         events:

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

                           (2) The Company 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 Company (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).

                           (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 Company representing 25% or
                  more of the combined voting power of the Company's then
                  outstanding securities entitled to vote in the election of
                  directors of the Company.


                                       - 8 -




                           (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 Company approve a plan of
                  liquidation and dissolution or the sale or transfer of
                  substantially all of the Company's business and/or assets as

                  an entirety to an entity that is not a Subsidiary.

                  (c) Notwithstanding the provisions of Section 7(a), if a
         distribution in accordance with the provisions of Section 7(a) would
         result in a nonexempt transaction under Section 16(b) of the Exchange
         Act with respect to any Section 16 Person, then the date of
         distribution to such Section 16 Person shall be delayed until the
         earliest date upon which the distribution either would not result in a
         nonexempt transaction or would otherwise not result in liability under
         Section 16(b) of the Exchange Act.

                  (d) This Section 7 shall apply only to a Change in Control of
         Lockheed Martin Corporation and shall not cause immediate payout of an
         Account Balance in any transaction involving the Company's sale,
         liquidation, merger, or other disposition of any subsidiary.

                  (e) The Committee may cancel or modify this Section 7 at any
         time prior to a Change in Control. In the event of a Change in Control,
         this Section 6 shall remain in force and effect, and shall not be
         subject to cancellation or modification for a period of five years, and
         any defined term used in Section 7 shall not, for purposes of Section
         7, be subject to cancellation or modification during the five year
         period.

         8. Deductibility of Payments. In the event that the payment of benefits
            -------------------------
in accordance with the Participant's election under Section 3 of this Article VI
would prevent the Company from claiming an income tax deduction with respect to
any portion of the benefits paid, the Committee shall have the right to modify
the timing of distributions from the Participant's Account as necessary to
maximize the Company's tax deductions. In the exercise of its discretion to
adopt a modified distribution schedule, the Committee shall undertake to have
distributions made at such times and in such amounts as most closely approximate
the Participant's election, consistent with the objective of maximum
deductibility for the Company. The Committee shall have no authority to reduce a
Participant's Account Balance or to pay aggregate



                                       - 9 -




benefits less than the Participant's Account Balance in the event that all or a
portion thereof would not be deductible by the Company.

         9. Change of Law. Notwithstanding anything to the contrary herein, if
            -------------
the Committee determines in good faith, based on consultation with counsel, that
the federal income tax treatment or legal status of this Supplemental Savings
Plan has or may be adversely affected by a change in the Internal Revenue Code,
Title I of the Employee Retirement Income Security Act of 1974, or other
applicable law or by an administrative or judicial construction thereof, the
Committee may direct that the Accounts of affected Participants or of all
Participants be distributed as soon as practicable after such determination is
made, to the extent deemed necessary or advisable by the Committee to cure or
mitigate the consequences, or possible consequences of, such change in law or
interpretation thereof.

         10. Tax Withholding. To the extent required by law, the Company
             ---------------
shall withhold from benefit payments hereunder, or with respect to any amounts
credited to a Participant's Account hereunder, any Federal, state, or local
income or payroll taxes required to be withheld and shall furnish the recipient
and the applicable government agency or agencies with such reports, statements,
or information as may be legally required. However, the amount of Deferred
Compensation or Matching Credits to be credited to a Participant's Account will
not be reduced or adjusted by the amount of any tax that the Company is required
to withhold with respect thereto.

                                   ARTICLE VII
                                   -----------

                         EXTENT OF PARTICIPANTS' RIGHTS
                         ------------------------------

         1. Unfunded Status of Plan. This Supplemental Savings Plan constitutes
            -----------------------
a mere contractual promise by the Company to make payments in the future, and
each Participant's rights shall be those of a general, unsecured creditor of the
Company. No Participant shall have any beneficial interest in any specific
assets that the Company may hold or set aside in connection with this
Supplemental Savings Plan. Notwithstanding the foregoing, to assist the Company
in meeting its obligations under this Supplemental Savings Plan, the Company may
set aside assets in a trust or trusts described in Revenue Procedure 92-64,
1992-2 C.B. 422 (generally known as a "rabbi trust"), and the Company may direct
that its obligations under this Supplemental Savings Plan be satisfied by
payments out of such trust or trusts. It is the Company's intention that this
Supplemental Savings Plan be unfunded for federal income tax purposes and for
purposes of Title I of the Employee Retirement Income Security Act of 1974.

         2. Nonalienability of Benefits. A Participant's rights to benefit
            ---------------------------
payments under this Supplemental Savings Plan shall not be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant or the Participant's
Beneficiary.



                                       - 10 -





                                  ARTICLE VIII
                                  ------------

                            AMENDMENT OR TERMINATION
                            ------------------------

         1. Amendment. The Board may amend, modify, suspend or discontinue this
           ----------
Supplemental Savings Plan at any time subject to any shareholder approval that
may be required under applicable law, provided, however, that no such amendment
shall have the effect of reducing a Participant's Account Balance or postponing
the time when a Participant is entitled to receive a distribution of his or her
Account Balance.

         2. Termination. The Board reserves the right to terminate this
            -----------
Supplemental Savings Plan at any time and to pay all Participants their Account
Balances in a lump sum immediately following such termination or at such time
thereafter as the Board may determine; provided, however, that if a distribution
in accordance with the provisions of this Section 2 would otherwise result in a
nonexempt transaction under Section 16(b) of the Exchange Act, the date of
distribution with respect to any Section 16 Person shall be delayed until the
earliest date upon which the distribution either would not result in a nonexempt
transaction or would otherwise not result in liability under Section 16(b) of
the Exchange Act.



                                       - 11 -




                                   ARTICLE IX
                                   ----------

                                 ADMINISTRATION
                                 --------------

         1. The Committee. This Supplemental Savings Plan shall be administered
            -------------
by the Compensation Committee of the Board or such other committee of the Board
as may be designated by the Board and constituted so as to permit this
Supplemental Savings Plan to comply with the requirements of Rule 16b-3 of the
Exchange Act. The members of the Committee shall be designated by the Board. A
majority of the members of the Committee (but not fewer than two) shall
constitute a quorum. The vote of a majority of a quorum or the unanimous written
consent of the Committee shall constitute action by the Committee. The Committee
shall have full authority to interpret the Plan, and interpretations of the Plan
by the Committee shall be final and binding on all parties.

         2. Delegation and Reliance. The Committee may delegate to the officers
            -----------------------
or employees of the Company the authority to execute and deliver those
instruments and documents, to do all acts and things, and to take all other
steps deemed necessary, advisable or convenient for the effective administration
of this Supplemental Savings Plan in accordance with its terms and purpose,
except that the Committee may not delegate any authority the delegation of which
would cause this Supplemental Savings Plan to fail to satisfy the applicable
requirements of Rule 16b-3. In making any determination or in taking or not
taking any action under this Supplemental Savings Plan, the Committee may obtain
and rely upon the advice of experts, including professional advisors to the
Company. No member of the Committee or officer of the Company who is a
Participant hereunder may participate in any decision specifically relating to
his or her individual rights or benefits under the Supplemental Savings Plan.

         3. Exculpation and Indemnity. Neither the Company nor any member of the
            -------------------------
Board or of the Committee, nor any other person participating in any
determination of any question under this Supplemental Savings Plan, or in the
interpretation, administration or application thereof, shall have any liability
to any party for any action taken or not taken in good faith under this
Supplemental Savings Plan or for the failure of the Supplemental Savings Plan or
any Participant's rights under the Supplemental Savings Plan to achieve intended
tax consequences, to qualify for exemption or relief under Section 16 of the
Exchange Act and the rules thereunder, or to comply with any other law,
compliance with which is not required on the part of the Company.

         4. Facility of Payment. If a minor, person declared incompetent, or
            -------------------
person incapable of handling the disposition of his or her property is entitled
to receive a benefit, make an application, or make an election hereunder, the
Committee may direct that such benefits be paid to, or such application or
election be made by, the guardian, legal representative, or person having the
care and custody of such minor, incompetent, or incapable person. Any payment
made, application allowed, or election implemented in accordance with this
Section shall completely discharge the Company and the Committee from all
liability with respect thereto.



                                       - 12 -





         5. Proof of Claims. The Committee may require proof of the death,
            ---------------
disability, incompetency, minority, or incapacity of any Participant or
Beneficiary and of the right of a person to receive any benefit or make any
application or election.

         6. Claim Procedures.  The procedures when a claim under this Plan is
            ----------------
denied by the Committee are as follows:

                  (A)      The Committee shall:

                                    (i)     notify the claimant within a
                                            reasonable time of such denial,
                                            setting forth the specific reasons
                                            therefor; and

                                    (ii)    afford the claimant a reasonable
                                            opportunity for a review of the
                                            decision.

                           (B)      The notice of such denial shall set forth,
                                    in addition to the specific reasons for the
                                    denial, the following:

                                    (i)     identification of pertinent
                                            provisions of this Plan;

                                    (ii)    such additional information as may
                                            be relevant to the denial of the
                                            claim; and

                                    (iii)   an explanation of the claims review
                                            procedure and advice that the
                                            claimant may request an opportunity
                                            to submit a statement of issues and
                                            comments.

                           (C)      Within sixty days following advice of denial
                                    of a claim, upon request made by the
                                    claimant, the Committee shall take
                                    appropriate steps to review its decision in
                                    light of any further information or comments
                                    submitted by the claimant. The Committee may
                                    hold a hearing at which the claimant may
                                    present the basis of any claim for review.

                           (D)      The Committee shall render a decision within
                                    a reasonable time (not to exceed 120 days)
                                    after the claimant's request for review and
                                    shall advise the claimant in writing of its
                                    decision, specifying the reasons and
                                    identifying the appropriate provisions of
                                    the Plan.



                                       - 13 -





                                    ARTICLE X
                                    ---------

                      GENERAL AND MISCELLANEOUS PROVISIONS
                      ------------------------------------

                  1. Neither this Supplemental Savings Plan nor a Participant's
Deferral Agreement, either singly or collectively, shall in any way obligate the
Company to continue the employment of a Participant with the Company, nor does
either this Supplemental Savings Plan or a Deferral Agreement limit the right of
the Company at any time and for any reason to terminate the Participant's
employment. In no event shall this Plan or a Deferral Agreement, either singly
or collectively, by their terms or implications constitute an employment
contract of any nature whatsoever between the Company and a Participant. In no
event shall this Plan or a Plan Agreement, either singly or collectively, by
their terms or implications in any way limit the right of the Company to change
an Eligible Employee's compensation or other benefits.

                  2. Any amount credited to a Participant's Account under this
Supplemental Savings Plan shall not be treated as compensation for purposes of
calculating the amount of a Participant's benefits or contributions under any
pension, retirement, or other plan maintained by the Company, except as provided
in such other plan.

                  3. Any written notice to the Company referred to herein shall
be made by mailing or delivering such notice to the Company at 6801 Rockledge
Drive, Bethesda, Maryland 20817, to the attention of the Vice President, Human
Resources. Any written notice to a Participant shall be made by delivery to the
Participant in person, through electronic transmission, or by mailing such
notice to the Participant at his or her place of residence or business address.

                  4. In the event it should become impossible for the Company or
the Committee to perform any act required by this Plan, the Company or the
Committee may perform such other act as it in good faith determines will most
nearly carry out the intent and the purpose of this Supplemental Savings Plan.

                  5. By electing to become a Participant hereunder, each
Eligible Employee shall be deemed conclusively to have accepted and consented to
all the terms of this Supplemental Savings Plan and all actions or decisions
made by the Company, the Board, or Committee with regard to the Supplemental
Savings Plan.

                  6. The provisions of this Supplemental Savings Plan and the
Deferral Agreements hereunder shall be binding upon and inure to the benefit of
the Company, its successors, and its assigns, and to the Participants and their
heirs, executors, administrators, and legal representatives.

                  7. A copy of this Supplemental Savings Plan shall be available
for inspection by Participants or other persons entitled to benefits under the
Plan at reasonable times at the offices of the Company.



                                       - 14 -




                  8. The validity of this Supplemental Savings 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, except as to matters of federal
law. 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.

                  9. This Supplemental Savings Plan and its operation, including
but not limited to, the mechanics of deferral elections, the issuance of
securities, if any, or the payment of cash hereunder is subject to compliance
with all applicable federal and state laws, rules and regulations (including but
not limited to state and federal insider trading, registration, reporting and
other securities laws) and such other approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith.

                  10. This Supplemental Savings Plan is intended to constitute
an "excess benefit plan" within the meaning of Rule 16b-3(b)(2) under the
Securities Exchange Act of 1934, and it shall be construed and applied
accordingly. It is the intent of the Company that this Supplemental Savings Plan
satisfy and be interpreted in a manner, that, in the case of Participants who
are or may be Section 16 Persons, satisfies any applicable requirements of Rule
16b-3 of the Exchange Act or other exemptive rules under Section 16 of the
Exchange Act and will not subject Section 16 Persons to short-swing profit
liability thereunder. If any provision of this Supplemental Savings Plan would
otherwise frustrate or conflict with the intent expressed in this Section 10,
that provision to the extent possible shall be interpreted and deemed amended so
as to avoid such conflict. To the extent of any remaining irreconcilable
conflict with this intent, the provision shall be deemed disregarded. Similarly,
any action or election by a Section 16 Person with respect to the Supplemental
Savings Plan to the extent possible shall be interpreted and deemed amended so
as to avoid liability under Section 16 or, if this is not possible, to the
extent necessary to avoid liability under Section 16, shall be deemed
ineffective. Notwithstanding anything to the contrary in this Supplemental
Savings Plan, the provisions of this Supplemental Savings Plan may at any time
be bifurcated by the Board or the Committee in any manner so that certain
provisions of this Supplemental Savings Plan are applicable solely to Section 16
Persons. Notwithstanding any other provision of this Supplemental Savings Plan
to the contrary, if a distribution which would otherwise occur is prohibited or
proposed to be delayed because of the provisions of Section 16 of the Exchange
Act or the provisions of the Supplemental Savings Plan designed to ensure
compliance with Section 16, the Section 16 Person involved may affirmatively
elect in writing to have the distribution occur in any event; provided that the
Section 16 Person shall concurrently enter into arrangements satisfactory to the
Committee in its sole discretion for the satisfaction of any and all
liabilities, costs and expenses arising from this election.




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                                   ARTICLE XI
                                   ----------

                                 EFFECTIVE DATE
                                 --------------

         This amendment and restatement of the Supplemental Savings Plan shall
generally become effective on January 1, 1997. Subsequent amendments to the
Supplemental Savings Plan are effective as of the date stated in the amendment
or the adopting resolution.



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