{"id":43967,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-lockheed-martin-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-lockheed-martin-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-lockheed-martin-corp.html","title":{"rendered":"Underwriting Agreement – Lockheed Martin Corp."},"content":{"rendered":"

Lockheed Martin Corporation <\/strong><\/p>\n

2.125% Notes due 2016 <\/strong><\/p>\n

3.350% Notes due 2021 <\/strong><\/p>\n

4.850% Notes due 2041 <\/strong><\/p>\n

Underwriting Agreement <\/u><\/strong><\/p>\n

September 6, 2011<\/p>\n

Citigroup Global Markets Inc.<\/p>\n

J.P. Morgan Securities LLC,<\/p>\n

As representatives of the several Underwriters<\/p>\n

named in Schedule I hereto,<\/p>\n

c\/o J.P. Morgan Securities LLC,<\/p>\n

383 Madison Avenue,<\/p>\n

New York, New York 10179<\/p>\n

Ladies and Gentlemen:<\/p>\n

Lockheed Martin Corporation, a Maryland corporation (the “Company”),
\nproposes, subject to the terms and conditions stated herein, to issue and sell
\nto the Underwriters named in Schedule I hereto (the “Underwriters”), for whom
\nyou are acting as representatives (the “Representatives”) an aggregate of
\n$500,000,000 principal amount of 2.125% Notes due 2016 of the Company (the “2016
\nNotes”), an aggregate of $900,000,000 principal amount of 3.350% Notes due 2021
\nof the Company (the “2021 Notes”) and an aggregate of $600,000,000 principal
\namount of 4.850% Notes due 2041 of the Company (the “2041 Notes”) (collectively,
\nthe “Securities”).<\/p>\n

1. The Company represents and warrants to, and agrees with, each of the
\nUnderwriters that:<\/p>\n

(a) An “automatic shelf registration statement” as defined under Rule 405
\nunder the Securities Act of 1933, as amended (the “Act”) on Form S-3 (File No.
\n333-176446) in respect of the Securities has been filed by the Company with the
\nSecurities and Exchange Commission (the “Commission”) not earlier than three
\nyears prior to the date hereof; such registration statement, and any
\npost-effective amendment thereto, became effective on filing; and no stop order
\nsuspending the effectiveness of such registration statement or any part thereof\n<\/p>\n

\n

has been issued and no proceeding for that purpose has been initiated or, to
\nthe knowledge of the Company, has been threatened by the Commission, and no
\nnotice of objection of the Commission to the use of such registration statement
\nor any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act
\nhas been received by the Company (the base prospectus filed as part of such
\nregistration statement, in the form in which it has most recently been filed
\nwith the Commission on or prior to the date of this Agreement, is hereinafter
\ncalled the “Basic Prospectus”; any preliminary prospectus supplement relating to
\nthe Securities filed with the Commission pursuant to Rule 424(b) under the Act
\ntogether with the Basic Prospectus is hereinafter called a “Preliminary
\nProspectus”; the various parts of such registration statement, including all
\nexhibits thereto but excluding the Statement of Eligibility and Qualification
\nunder the Trust Indenture Act (the “Form T-1”) and including any prospectus
\nsupplement relating to the Securities that is filed with the Commission and
\ndeemed by virtue of Rule 430B under the Act to be part of such registration
\nstatement, each as amended at the time such part of the registration statement
\nbecame effective, are hereinafter collectively called the “Registration
\nStatement”; the Basic Prospectus, as amended and supplemented immediately prior
\nto the Applicable Time (as defined in Section 1(c) hereof), is hereinafter
\ncalled the “Pricing Prospectus”; the form of the final prospectus relating to
\nthe Securities filed with the Commission pursuant to Rule 424(b) under the Act
\nin accordance with Section 5(a) hereof is hereinafter called the “Prospectus”;
\nany reference herein to the Registration Statement, the Basic Prospectus, the
\nPricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed
\nto refer to and include the documents incorporated by reference therein pursuant
\nto Item 12 of Form S-3 under the Act, as of the date of the Registration
\nStatement or such prospectus; any reference herein to any amendment or
\nsupplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus
\nshall be deemed to refer to and include any post-effective amendment to the
\nRegistration Statement, any prospectus supplement relating to the Securities
\nfiled with the Commission pursuant to Rule 424(b) under the Act and any
\ndocuments filed under the Securities Exchange Act of 1934, as amended (the
\n“Exchange Act”), and incorporated by reference therein, in each case after the
\ndate of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as
\nthe case may be; any reference to any amendment to the Registration Statement
\nshall be deemed to refer to and include any annual report of the Company filed
\npursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date
\nof the Registration Statement that is incorporated by reference in the
\nRegistration Statement; and any “issuer free writing prospectus” as defined in
\nRule 433 under the Act relating to the Securities is hereinafter called an
\n“Issuer Free Writing Prospectus”);<\/p>\n

(b) No order preventing or suspending the use of any Preliminary Prospectus
\nor any Issuer Free Writing Prospectus has been issued by the Commission, and
\neach Preliminary Prospectus, at the time of filing thereof,<\/p>\n

2<\/p>\n

\n

conformed in all material respects to the requirements of the Act and the
\nrules and regulations of the Commission thereunder, and did not contain an
\nuntrue statement of a material fact or omit to state a material fact required to
\nbe stated therein or necessary to make the statements therein, in the light of
\nthe circumstances under which they were made, not misleading; provided, however,
\nthat this representation and warranty shall not apply to any statements or
\nomissions made in reliance upon and in conformity with information furnished in
\nwriting to the Company by an Underwriter through the Representatives expressly
\nfor use therein;<\/p>\n

(c) For the purposes of this Agreement, the “Applicable Time” is 4:00 p.m.
\n(Eastern time) on the date of this Agreement; the Pricing Prospectus as
\nsupplemented by the final term sheet in the form attached as Schedule III hereto
\nand to be filed pursuant to Section 5(a) hereof, taken together (collectively,
\nthe “Pricing Disclosure Package”) as of the Applicable Time, did not include any
\nuntrue statement of a material fact or omit to state any material fact necessary
\nin order to make the statements therein, in the light of the circumstances under
\nwhich they were made, not misleading; and each Issuer Free Writing Prospectus
\nlisted on Schedule II(a) hereto does not conflict with the information contained
\nor incorporated by reference in the Registration Statement, the Pricing
\nProspectus or the Prospectus and each such Issuer Free Writing Prospectus, as
\nsupplemented by and taken together with the Pricing Disclosure Package as of the
\nApplicable Time, did not include any untrue statement of a material fact or omit
\nto state any material fact necessary in order to make the statements therein, in
\nthe light of the circumstances under which they were made, not misleading;
\nprovided, however, that this representation and warranty shall not apply to
\nstatements or omissions made in the Pricing Disclosure Package or an Issuer Free
\nWriting Prospectus in reliance upon and in conformity with information furnished
\nin writing to the Company by an Underwriter through the Representatives
\nexpressly for use therein;<\/p>\n

(d) The documents incorporated by reference in the Pricing Prospectus and the
\nProspectus, when they became effective or were filed with the Commission, as the
\ncase may be, conformed in all material respects to the requirements of the Act
\nor the Exchange Act, as applicable, and the applicable rules and regulations of
\nthe Commission thereunder, and when read together with other information in the
\nRegistration Statement, the Pricing Prospectus and the Prospectus, at the
\nrespective times they became effective or were filed with the Commission, did
\nnot contain an untrue statement of a material fact or omit to state a material
\nfact required to be stated therein or necessary to make the statements therein,
\nin light of the circumstances under which they were made, not misleading; any
\nfurther documents so filed and incorporated by reference in the Prospectus or
\nany further amendment or supplement thereto, when such documents become
\neffective or are filed with the Commission, as the case may be, will conform in
\nall material respects to the requirements of the Act or the Exchange Act, as
\napplicable, and the rules and regulations of the Commission<\/p>\n

3<\/p>\n

\n

thereunder and will not contain an untrue statement of a material fact or
\nomit to state a material fact required to be stated therein or necessary to make
\nthe statements therein, in light of the circumstances under which they were
\nmade, not misleading; provided, however, that this representation and warranty
\nshall not apply to any statements or omissions made in reliance upon and in
\nconformity with information furnished in writing to the Company by an
\nUnderwriter through the Representatives expressly for use therein; and no such
\ndocuments were filed with the Commission since the Commission153s close of
\nbusiness on the business day immediately prior to the date of this Agreement and
\nprior to the execution of this Agreement, except as set forth on Schedule II(b)
\nhereto;<\/p>\n

(e) The Registration Statement conforms, and the Prospectus and any further
\namendments or supplements to the Registration Statement and the Prospectus will
\nconform, in all material respects to the requirements of the Act and the Trust
\nIndenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and
\nregulations of the Commission thereunder and do not and will not, as of the
\napplicable effective date as to each part of the Registration Statement and as
\nof the applicable filing date and as of the Time of Delivery as to the
\nProspectus and any amendment or supplement thereto, contain an untrue statement
\nof a material fact or omit to state a material fact required to be stated
\ntherein or necessary to make the statements therein not misleading; provided,
\nhowever, that this representation and warranty shall not apply to (i) any
\nstatements or omissions made in reliance upon and in conformity with information
\nfurnished in writing to the Company by an Underwriter through the
\nRepresentatives expressly for use therein or (ii) any statements in or omissions
\nfrom the part of the Registration Statement that shall constitute the Form T-1
\nof the Trustee under the Indenture (as defined below);<\/p>\n

(f) (i) The Company and its subsidiaries taken as a whole have not sustained
\nsince the date of the latest audited financial statements included or
\nincorporated by reference in the Pricing Prospectus any material loss or
\nmaterial interference with their business from fire, explosion, flood or other
\ncalamity or from any labor dispute or court or governmental action, order or
\ndecree, otherwise than as set forth or contemplated in the Pricing Prospectus;
\nand (ii) since the respective dates as of which information is given in the
\nRegistration Statement and the Pricing Prospectus, there has not been any
\nmaterial adverse change in the capital stock or long-term debt of the Company
\nand its subsidiaries, taken as a whole, otherwise than as set forth or
\ncontemplated in the Pricing Prospectus and (iii) since the respective dates as
\nof which information is given in the Registration Statement and the Pricing
\nProspectus there shall not have been any material adverse change, or any
\ndevelopment involving a prospective material adverse change, in or affecting the
\ngeneral affairs, management, financial position, stockholders153 equity or results
\nof operations of the Company and its subsidiaries, taken as a whole, whether or\n<\/p>\n

4<\/p>\n

\n

not arising from transactions in the ordinary course of business, otherwise
\nthan as set forth or contemplated in the Pricing Prospectus;<\/p>\n

(g) The Company has been duly incorporated and is validly existing as a
\ncorporation in good standing under the laws of the State of Maryland, with the
\ncorporate power and authority to own its properties and conduct its business as
\ndescribed in the Pricing Prospectus;<\/p>\n

(h) The Securities have been duly authorized and, when issued pursuant to the
\nIndenture and delivered pursuant to this Agreement, will have been duly
\nexecuted, authenticated, issued and delivered and will constitute valid and
\nlegally binding obligations of the Company entitled to the benefits provided by
\nthe indenture dated as of September 6, 2011 (the “Indenture”) between the
\nCompany and U.S. Bank National Association, as Trustee (the “Trustee”), under
\nwhich they are to be issued; the Indenture has been duly authorized executed and
\ndelivered by the Company and duly qualified under the Trust Indenture Act and
\nconstitutes a valid and legally binding instrument, enforceable against the
\nCompany in accordance with its terms, subject, as to enforcement, to bankruptcy,
\ninsolvency, reorganization, moratorium or similar laws affecting the rights and
\nremedies of creditors and to the effect of general principles of equity;<\/p>\n

(i) The issue and sale of the Securities and the compliance by the Company
\nwith all of the provisions of the Securities, the Indenture and this Agreement
\nand the consummation of the transactions herein and therein contemplated (i)
\nwill not conflict with or result in a breach of, or constitute a default under,
\nany of the terms or provisions of, any indenture, mortgage, deed of trust, loan
\nagreement or other agreement or instrument to which the Company or any of its
\nsubsidiaries is a party or is bound, (ii) will not result in any violation of
\nthe provisions of the Charter or Bylaws of the Company or (iii) will not result
\nin any violation of any statute or any order, rule or regulation of any court or
\ngovernmental agency or body having jurisdiction over the Company or any of its
\nsubsidiaries or any of their properties, except in the case of clauses (i) and
\n(iii) where the effect of such conflict, breach or default would not be material
\nto the Company and its subsidiaries taken as a whole and would not adversely
\naffect the consummation of the transactions contemplated thereby; and no
\nconsent, approval, authorization, order, registration or qualification of or
\nwith any such court or governmental agency or body is required for the issue and
\nsale of the Securities or the consummation by the Company of the transactions
\ncontemplated by this Agreement or the Indenture, except for those that have been
\nobtained or that may be required under state securities or Blue Sky laws in
\nconnection with the purchase and distribution of the Securities by the
\nUnderwriters;<\/p>\n

(j) The Company is not in violation of its Charter or Bylaws or in breach of
\nany terms of, or in default under, any agreement or undertaking of the<\/p>\n

5<\/p>\n

\n

Company in any such case in which the violation, breach or default would have
\na material adverse effect on the Company and its subsidiaries taken as a whole;\n<\/p>\n

(k) Other than as set forth in the Pricing Prospectus, there are no legal or
\ngovernmental proceedings pending to which the Company is a party or of which any
\nproperty of the Company is the subject which reasonably could be expected
\nindividually, or in the aggregate, to have a material adverse effect on the
\nfinancial position, stockholders153 equity or results of operations of the Company
\nand its subsidiaries, taken as a whole; and, to the Company153s knowledge, no such
\nproceedings are threatened or contemplated by governmental authorities or
\nthreatened by others; and<\/p>\n

(l) (A) (i) At the time of filing the Registration Statement, (ii) at the
\ntime of the most recent amendment thereto for the purposes of complying with
\nSection 10(a)(3) of the Act (whether such amendment was by post-effective
\namendment, incorporated report filed pursuant to Section 13 or 15(d) of the
\nExchange Act or form of prospectus), and (iii) at the time the Company or any
\nperson acting on its behalf (within the meaning, for this clause only, of Rule
\n163(c) under the Act) made any offer relating to the Securities in reliance on
\nthe exemption of Rule 163 under the Act, the Company was a “well-known seasoned
\nissuer” as defined in Rule 405 under the Act; and (B) at the earliest time after
\nthe filing of the Registration Statement that the Company or another offering
\nparticipant made a bona fide offer (within the meaning of Rule 164(h)(2) under
\nthe Act) of the Securities, the Company was not an “ineligible issuer” as
\ndefined in Rule 405 under the Act.<\/p>\n

2. Subject to the terms and conditions herein set forth, the Company agrees
\nto issue and sell to each of the Underwriters, and each of the Underwriters
\nagrees, severally and not jointly, to purchase from the Company, the principal
\namounts of Securities set forth opposite the name of such Underwriter in
\nSchedule I hereto at a purchase price of 99.574% of the principal amount of 2016
\nNotes, 99.280% of the principal amount of 2021 Notes and 98.404% of the
\nprincipal amount of 2041 Notes, plus in each case accrued interest from
\nSeptember 9, 2011 to the Time of Delivery.<\/p>\n

3. Upon the authorization by you of the release of the Securities, the
\nseveral Underwriters propose to offer the Securities for sale upon the terms and
\nconditions set forth in this Agreement and the Prospectus. The Underwriters
\nshall give notice to the Company when all the Securities are sold for purposes
\nof Section 5(c).<\/p>\n

4. (a) The Securities to be purchased by each Underwriter hereunder will be
\nrepresented by one or more definitive global Securities in book-entry form that
\nwill be deposited by or on behalf of the Company with The Depository Trust
\nCompany (“DTC”) or its designated custodian. The Company will deliver the
\nSecurities to Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, for
\nthe account of each Underwriter, against payment by or on behalf of such
\nUnderwriter of the purchase price therefor by wire transfer in Federal (same
\nday) funds to the account specified by the<\/p>\n

6<\/p>\n

\n

Company to Citigroup Global Markets Inc. and J.P. Morgan Securities LLC at
\nleast forty-eight hours in advance, by causing DTC to credit the Securities to
\nthe account of Citigroup Global Markets Inc. and J.P. Morgan Securities LLC at
\nDTC. The Company will cause the certificates representing the Securities to be
\nmade available to the Representatives for checking at least twenty-four hours
\nprior to the Time of Delivery (as defined below) at the office of DTC or its
\ndesignated custodian (the “Designated Office”). The time and date of such
\ndelivery and payment shall be 9:30 a.m., New York City time, on September 9,
\n2011 or such other time and date as Citigroup Global Markets Inc. and J.P.
\nMorgan Securities LLC and the Company may agree upon in writing. Such time and
\ndate are herein called the “Time of Delivery”.<\/p>\n

(b) The documents to be delivered at the Time of Delivery by or on behalf of
\nthe parties hereto pursuant to Section 8 hereof, including the cross-receipt for
\nthe Securities and any additional documents requested by the Underwriters
\npursuant to Section 8(i) hereof, will be delivered at the offices of Davis Polk
\n& Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 (the “Closing
\nLocation”), and the Securities will be delivered at the Designated Office, all
\nat the Time of Delivery. A meeting will be held at the Closing Location at 2:00
\np.m., New York City time, on the New York Business Day next preceding the Time
\nof Delivery, at which meeting the final drafts of the documents to be delivered
\npursuant to the preceding sentence will be available for review by the parties
\nhereto. For the purposes of this Section 4, “New York Business Day” shall mean
\neach Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
\nbanking institutions in New York City are generally authorized or obligated by
\nlaw or executive order to close.<\/p>\n

5. The Company agrees with each of the Underwriters:<\/p>\n

(a) To prepare the Prospectus in a form approved by you and to file such
\nProspectus pursuant to Rule 424(b) under the Act not later than the Commission153s
\nclose of business on the second business day following the date of this
\nAgreement; to make no further amendment or any supplement to the Registration
\nStatement, the Basic Prospectus or the Prospectus prior to the Time of Delivery
\nwhich shall be disapproved by you in your reasonable judgment promptly after
\nreasonable notice thereof; to advise you, promptly after it receives notice
\nthereof, of the time when any amendment to the Registration Statement has been
\nfiled or becomes effective or any amendment or supplement to the Prospectus has
\nbeen filed and to furnish you with copies thereof; to file the term sheet
\nattached hereto as Schedule III pursuant to Rule 433(d) under the Act within the
\ntime required by such Rule; to file promptly all other material required to be
\nfiled by the Company with the Commission pursuant to Rule 433(d) under the Act;
\nto file promptly all reports and any definitive proxy or information statements
\nrequired to be filed by the Company with the Commission pursuant to Section
\n13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
\nProspectus and for so long as the delivery of a prospectus (or in lieu thereof,
\nthe notice referred to in Rule 173(a) under the Act) is required under the Act
\nin connection with the offering or sale of the Securities; to advise you during\n<\/p>\n

7<\/p>\n

\n

the period the delivery of a prospectus (or in lieu thereof, the notice
\nreferred to in Rule 173(a) under the Act) is required under the Act in
\nconnection with the offering or sale of the Securities, promptly after it
\nreceives notice thereof, of the issuance by the Commission of any stop order or
\nof any order preventing or suspending the use of any Preliminary Prospectus or
\nother prospectus in respect of the Securities, of any notice of objection of the
\nCommission to the use of the Registration Statement or any post-effective
\namendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of
\nthe qualification of the Securities for offering or sale in any jurisdiction, of
\nthe initiation or threatening of any proceeding for any such purpose, or of any
\nrequest by the Commission for the amending or supplementing of the Registration
\nStatement or the Prospectus or for additional information; and, in the event of
\nthe issuance of any stop order or of any order preventing or suspending the use
\nof any Preliminary Prospectus or other prospectus or suspending any such
\nqualification, to promptly use all reasonable efforts to obtain the withdrawal
\nof such order; and in the event of any such issuance of a notice of objection,
\npromptly to take such steps including, without limitation, amending the
\nRegistration Statement or filing a new registration statement, at its own
\nexpense, as may be necessary to permit offers and sales of the Securities by the
\nUnderwriters (references herein to the Registration Statement shall include any
\nsuch amendment or new registration statement);<\/p>\n

(b) If required by Rule 430B(h) under the Act, to prepare a form of
\nprospectus in a form approved by you and to file such form of prospectus
\npursuant to Rule 424(b) under the Act not later than may be required by Rule
\n424(b) under the Act; and to make no further amendment or supplement to such
\nform of prospectus which shall be disapproved by you in your reasonable judgment
\npromptly after reasonable notice thereof;<\/p>\n

(c) If by the third anniversary (the “Renewal Deadline”) of the initial
\neffective date of the Registration Statement, any of the Securities remain
\nunsold by the Underwriters, the Company will file, if it has not already done so
\nand is eligible to do so, a new automatic shelf registration statement relating
\nto the Securities, in a form satisfactory to you. If at the Renewal Deadline the
\nCompany is no longer eligible to file an automatic shelf registration statement,
\nthe Company will, if it has not already done so, file a new shelf registration
\nstatement relating to the Securities, in a form satisfactory to you and will use
\nits best efforts to cause such registration statement to be declared effective
\nwithin 180 days after the Renewal Deadline. The Company will take all other
\naction necessary or appropriate to permit the public offering and sale of the
\nSecurities to continue as contemplated in the expired registration statement
\nrelating to the Securities. References herein to the Registration Statement
\nshall include such new automatic shelf registration statement or such new shelf
\nregistration statement, as the case may be;<\/p>\n

8<\/p>\n

\n

(d) Promptly from time to time to take such action as you may reasonably
\nrequest to qualify the Securities for offering and sale under the securities
\nlaws of such jurisdictions as you may request and to comply with such laws so as
\nto permit the continuance of sales and dealings therein in such jurisdictions
\nfor as long as may be necessary to complete the distribution of the Securities,
\nprovided that in connection therewith the Company shall not be obligated to
\nsubject itself to taxation or to qualify to do business in any jurisdiction
\nwhere it is not now so qualified or be required to qualify as a foreign
\ncorporation or to file a general consent to service of process in any
\njurisdiction;<\/p>\n

(e) Prior to 10:00 a.m., New York City time, on the New York Business Day
\nnext succeeding the date of this Agreement and from time to time, to furnish the
\nUnderwriters with written and electronic copies of the Prospectus in New York
\nCity in such quantities as you may reasonably request, and, if the delivery of a
\nprospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
\nAct) is required at any time prior to the expiration of nine months after the
\ntime of issue of the Prospectus in connection with the offering or sale of the
\nSecurities and if at such time any event shall have occurred as a result of
\nwhich the Prospectus as then amended or supplemented would include an untrue
\nstatement of a material fact or omit to state any material fact necessary in
\norder to make the statements therein, in the light of the circumstances under
\nwhich they were made when such Prospectus (or in lieu thereof, the notice
\nreferred to in Rule 173(a) under the Act) is delivered, not misleading, or, if
\nfor any other reason it shall be necessary during such same period to amend or
\nsupplement the Prospectus or to file under the Exchange Act any document
\nincorporated by reference in the Prospectus in order to comply with the Act, the
\nExchange Act or the Trust Indenture Act, to notify you and upon your request to
\nfile such document and to prepare and furnish without charge to each Underwriter
\nand to any dealer in securities as many written and electronic copies as you may
\nfrom time to time reasonably request of an amended Prospectus or a supplement to
\nthe Prospectus that will correct such statement or omission or effect such
\ncompliance; and in case any Underwriter is required to deliver a prospectus (or
\nin lieu thereof, the notice referred to in Rule 173(a) under the Act) in
\nconnection with sales of any of the Securities at any time nine months or more
\nafter the time of issue of the Prospectus, upon your request but at the expense
\nof such Underwriter, to prepare and deliver to such Underwriter as many written
\nand electronic copies as you may reasonably request of an amended or
\nsupplemented Prospectus complying with Section 10(a)(3) of the Act;<\/p>\n

(f) During the period beginning from the date hereof and continuing to and
\nincluding the Time of Delivery, not to offer, sell, contract to sell or
\notherwise dispose of any securities of the Company that are substantially
\nsimilar to the Securities, without the prior written consent of the
\nRepresentatives;<\/p>\n

(g) To make generally available to its securityholders as soon as practicable
\nan earnings statement of the Company and its subsidiaries (which<\/p>\n

9<\/p>\n

\n

need not be audited) complying with Section 11(a) of the Act and the rules
\nand regulations of the Commission thereunder (including, at the option of the
\nCompany, Rule 158);<\/p>\n

(h) To pay the required Commission filing fees relating to the Securities
\nwithin the time required by Rule 456(b)(1) under the Act without regard to the
\nproviso therein and otherwise in accordance with Rules 456(b) and 457(r) under
\nthe Act; and<\/p>\n

(i) To use the net proceeds received by it from the sale of the Securities
\npursuant to this Agreement in the manner specified in the Pricing Prospectus
\nunder the caption “Use of Proceeds”.<\/p>\n

6. (a) (i) The Company represents and agrees that, other than the final term
\nsheet in the form attached as Schedule III hereto and filed pursuant to Section
\n5(a) hereof, without the prior consent of the Representatives, it has not made
\nand will not make any offer relating to the Securities that would constitute a
\n“free writing prospectus” as defined in Rule 405 under the Act;<\/p>\n

(ii) each Underwriter represents and agrees that, without the prior consent
\nof the Company and the Representatives, other than one or more term sheets
\nrelating to the Securities, containing certain information contemplated by the
\nfinal term sheet in the form attached as Schedule III hereto and related
\ncustomary marketing information (which marketing information shall have been
\nagreed to by the Company), and conveyed to purchasers of Securities in an
\nelectronic format customary in the industry, it has not made and will not make
\nany offer relating to the Securities that would constitute a “free writing
\nprospectus” as defined in Rule 405 under the Act; and<\/p>\n

(iii) any such free writing prospectus the use of which has been consented to
\nby the Company and the Representatives (other than the final term sheet in the
\nform attached as Schedule III hereto filed pursuant to Section 5(a) hereof) is
\nlisted on Schedule II(a) hereto;<\/p>\n

(b) The Company has complied and will comply with the requirements of Rule
\n433 under the Act applicable to any Issuer Free Writing Prospectus, including
\ntimely filing with the Commission or retention where required and legending; and\n<\/p>\n

(c) The Company agrees that if at any time following issuance of an Issuer
\nFree Writing Prospectus any event occurred or occurs as a result of which such
\nIssuer Free Writing Prospectus would conflict with the information in the
\nRegistration Statement, the Pricing Prospectus or the Prospectus or would
\ninclude an untrue statement of a material fact or omit to state any material
\nfact necessary in order to make the statements therein, in the light of the
\ncircumstances then prevailing, not misleading, the Company will give prompt
\nnotice thereof to the Representatives and, if requested by the Representatives,
\nwill prepare and furnish without charge to each Underwriter an Issuer Free
\nWriting Prospectus or other document that will correct such<\/p>\n

10<\/p>\n

\n

conflict, statement or omission; provided, however, that this representation
\nand warranty shall not apply to any statements or omissions in an Issuer Free
\nWriting Prospectus made in reliance upon and in conformity with information
\nfurnished in writing to the Company by an Underwriter through the
\nRepresentatives expressly for use therein.<\/p>\n

7. The Company covenants and agrees with the several Underwriters that the
\nCompany will pay or cause to be paid the following: (i) the fees, disbursements
\nand expenses of the Company153s counsel and accountants in connection with the
\nregistration of the Securities under the Act and all other expenses in
\nconnection with the preparation, printing and filing of the Registration
\nStatement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free
\nWriting Prospectus and the Prospectus and any amendments and supplements thereto
\nand the mailing and delivering of copies thereof to the Underwriters and
\ndealers; (ii) the cost of printing or producing any Agreement among
\nUnderwriters, this Agreement, the Indenture, the Blue Sky and Legal Investment
\nMemoranda, closing documents (including any compilations thereof) and any other
\ndocuments in connection with the offering, purchase, sale and delivery of the
\nSecurities; (iii) all expenses in connection with the qualification of the
\nSecurities for offering and sale under state securities laws as provided in
\nSection 5(c) hereof, including the fees and disbursements of counsel for the
\nUnderwriters in connection with such qualification and in connection with the
\nBlue Sky and legal investment surveys; (iv) any fees charged by securities
\nrating services for rating the Securities; (v) the cost of preparing the
\nSecurities; (vi) the fees and expenses of the Trustee and any agent of the
\nTrustee and the fees and disbursements of counsel for the Trustee in connection
\nwith the Indenture and the Securities; and (vii) all other costs and expenses
\nincident to the performance of its obligations hereunder that are not otherwise
\nspecifically provided for in this Section. It is understood, however, that,
\nexcept as provided in this Section, and Sections 9 and 12 hereof, the
\nUnderwriters will pay all of their own costs and expenses, including the fees of
\ntheir counsel, transfer taxes on resale of any of the Securities by them, and
\nany advertising expenses connected with any offers they may make.<\/p>\n

8. The obligations of the Underwriters hereunder shall be subject, in their
\ndiscretion, to the condition that all representations and warranties and other
\nstatements of the Company herein are, at and as of the Applicable Time and the
\nTime of Delivery, true and correct, the condition that the Company shall have
\nperformed all of its obligations hereunder theretofore to be performed, and the
\nfollowing additional conditions:<\/p>\n

(a) The Prospectus shall have been filed with the Commission pursuant to Rule
\n424(b) under the Act within the applicable time period prescribed for such
\nfiling by the rules and regulations under the Act and in accordance with Section
\n5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any
\nother material required to be filed by the Company pursuant to Rule 433(d) under
\nthe Act, shall have been filed with the Commission within the applicable time
\nperiods prescribed for such filings by<\/p>\n

11<\/p>\n

\n

Rule 433; no stop order suspending the effectiveness of the Registration
\nStatement or any part thereof shall have been issued and no proceeding for that
\npurpose shall have been initiated or threatened by the Commission and no notice
\nof objection of the Commission to the use of the Registration Statement or any
\npost-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall
\nhave been received; no stop order suspending or preventing the use of the
\nProspectus or any Issuer Free Writing Prospectus shall have been initiated or
\nthreatened by the Commission; and all requests for additional information on the
\npart of the Commission shall have been complied with to your reasonable
\nsatisfaction;<\/p>\n

(b) Davis Polk & Wardwell LLP, counsel for the Underwriters, shall have
\nfurnished to you such opinion or opinions, dated the Time of Delivery, with
\nrespect to such matters as you may reasonably request, and such counsel shall
\nhave received such papers and information as they may reasonably request to
\nenable them to pass upon such matters;<\/p>\n

(c) Hogan Lovells US LLP, counsel for the Company, shall have furnished to
\nyou their written opinion, dated the Time of Delivery, in form and substance
\nreasonably satisfactory to you, to the effect set forth in Annex I hereto.<\/p>\n

(d) In-house counsel to the Company shall have furnished to you its written
\nopinion, dated the Time of Delivery, in form and substance reasonably
\nsatisfactory to you, to the effect set forth in Annex II hereto.<\/p>\n

(e) On the date of the Prospectus and also at the Time of Delivery, Ernst
\n& Young LLP shall have furnished to you a letter or letters, dated the
\nrespective dates of delivery thereof, in form and substance satisfactory to you
\ncontaining statements and information of the type ordinarily included in
\naccountants “comfort letters” to underwriters with respect to the financial
\nstatements and certain financial information contained in or incorporated by
\nreference into the Registration Statement, the Pricing Prospectus and the
\nProspectus;<\/p>\n

(f) (i) The Company and its subsidiaries taken as a whole shall not have
\nsustained since the date of the latest audited financial statements included or
\nincorporated by reference in the Pricing Prospectus any material loss or
\nmaterial interference with their business from fire, explosion, flood or other
\ncalamity or from any labor dispute or court or governmental action, order or
\ndecree, otherwise than as set forth or contemplated in the Pricing Prospectus,
\nand (ii) since the respective dates as of which information is given in the
\nPricing Prospectus there shall not have been any material adverse change in the
\ncapital stock or long-term debt of the Company and its subsidiaries taken as a
\nwhole, otherwise than as set forth or contemplated in the Pricing Prospectus or
\nin connection with the adoption or effectiveness of new accounting standards and\n<\/p>\n

12<\/p>\n

\n

(iii) since the respective dates as of which information is given in the
\nPricing Prospectus there shall not have been any material adverse change in the
\ngeneral affairs, management, financial position or results of operations of the
\nCompany and its subsidiaries taken as a whole, whether or not arising from
\ntransactions in the ordinary course of business, or any material adverse change,
\nor any development involving a prospective material adverse change, in or
\naffecting the general affairs, management, financial position, stockholders153
\nequity or results of operations of the Company and its subsidiaries taken as a
\nwhole, otherwise than as set forth or contemplated in the Pricing Prospectus,
\nthe effect of which, in any such case described in clauses (i), (ii) or (iii),
\nin your judgment makes it impracticable or inadvisable to proceed with the
\noffering or the delivery of the Securities as contemplated in this Agreement and
\nin the Prospectus;<\/p>\n

(g) On or after the Applicable Time, no downgrading shall have occurred in
\nthe rating accorded the Company153s debt securities by any “nationally recognized
\nstatistical rating organization”, as that term is defined by the Commission
\nunder Section 3(a)(62) of the Exchange Act;<\/p>\n

(h) On or after the date hereof there shall not have occurred any of the
\nfollowing: (i) a suspension or material limitation in trading in securities
\ngenerally on the New York Stock Exchange; (ii) a suspension or material
\nlimitation in trading in the Company153s securities on the New York Stock
\nExchange; (iii) a general moratorium on commercial banking activities declared
\nby either Federal or New York State authorities or a material disruption in
\ncommercial banking or securities settlement or clearance services in the United
\nStates; (iv) the outbreak or escalation of hostilities involving the United
\nStates or the declaration by the United States of a national emergency or war;
\nor (v) the occurrence of any other calamity or crisis or any change in
\nfinancial, political or economic conditions in the United States or elsewhere,
\nif the effect of any such event specified in clauses (i) through (v) in your
\njudgment makes it impracticable or inadvisable to proceed with the offering or
\nthe delivery of the Securities on the terms and in the manner contemplated in
\nthe Prospectus;<\/p>\n

(i) The Company shall have furnished or caused to be furnished to you at the
\nTime of Delivery certificates of officers of the Company satisfactory to you as
\nto the accuracy of the representations and warranties of the Company herein at
\nand as of such Time of Delivery, as to the performance by the Company of all of
\nits obligations hereunder to be performed at or prior to such time, as to the
\nmatters set forth in subsections (a) and (f) of this Section and as to such
\nother matters as you may reasonably request.<\/p>\n

9. (a) The Company agrees to indemnify and hold harmless each Underwriter
\nagainst any and all losses, claims, damages and liabilities, joint or several
\n(including any reasonable investigation, legal and other expenses incurred in
\nconnection with, and any amount paid in settlement of, any action, suit or
\nproceeding<\/p>\n

13<\/p>\n

\n

or any claim asserted, provided that legal expenses relate to counsel
\nacceptable to the Company), to which they, or any of them, may become subject
\nunder the Act, the Exchange Act or other Federal or state statutory law or
\nregulation, at common law or otherwise, insofar as such losses, claims, damages
\nor liabilities arise solely out of or are based solely upon any untrue statement
\nor alleged untrue statement of a material fact contained in the Registration
\nStatement, the Basic Prospectus, any Preliminary Prospectus, the Pricing
\nProspectus or the Prospectus, or any amendment or supplement thereto, any Issuer
\nFree Writing Prospectus or any “issuer information” filed or required to be
\nfiled pursuant to Rule 433(d) under the Act, or the omission or alleged omission
\nto state therein a material fact required to be stated therein or necessary to
\nmake the statements therein, in light of the circumstances under which they were
\nmade, not misleading, except insofar as any such untrue statement or omission or
\nalleged untrue statement or omission was made in (i) the Registration Statement,
\nthe Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the
\nProspectus, or any amendment or supplement thereto, or any Issuer Free Writing
\nProspectus, in reliance upon and in conformity with information furnished in
\nwriting to the Company by the Representatives on behalf of any Underwriter of
\nSecurities expressly for use therein or (ii) that part of the Registration
\nStatement that constitutes the Statement of Eligibility and Qualifications on
\nForm T-1 of the Trustee under the Trust Indenture Act, except statements or
\nomissions in such Form T-1 made in reliance upon information furnished in
\nwriting to the Trustee by or on behalf of the Company for use therein.<\/p>\n

(b) Each Underwriter agrees to indemnify and hold harmless the Company to the
\nsame extent as the foregoing indemnity from the Company to each Underwriter, but
\nonly insofar as such losses, claims, damages or liabilities arise solely out of
\nor are based solely upon any untrue statement or omission or alleged untrue
\nstatement or omission that was made in the Registration Statement, the Basic
\nProspectus, any Preliminary Prospectus, the Pricing Prospectus or the
\nProspectus, or any amendment or supplement thereto, or any Issuer Free Writing
\nProspectus, in reliance upon and in conformity with information furnished in
\nwriting to the Company by the Representatives on behalf of any Underwriter of
\nSecurities expressly for use therein; provided, however, that the obligation of
\neach such Underwriter to indemnify the Company hereunder shall be limited to the
\ntotal price at which the Securities purchased by such Underwriter hereunder were
\noffered to the public.<\/p>\n

(c) Any party that proposes to assert the right to be indemnified under this
\nSection 9 will, promptly after receipt of notice of commencement of any action,
\nsuit or proceeding against any such party in respect of which a claim is to be
\nmade against an indemnifying party under this Section 9, notify each such
\nindemnifying party of the commencement of such action, suit or proceeding,
\nenclosing a copy of all papers served, but the omission so to notify such
\nindemnifying party of any such action, suit or proceeding shall not relieve it
\nfrom any liability that it may have to any indemnified party otherwise than
\nunder Section 9(a) or 9(b), as applicable (it being understood that the omission
\nso to notify such indemnifying party shall relieve it from any liability it may
\nhave to any indemnified party under Section 9(a) or 9(b); provided, however,
\nthat timely<\/p>\n

14<\/p>\n

\n

notice hereunder to the Representatives made pursuant to Section 13 hereof
\nshall be deemed timely notice to any Underwriter that is an indemnifying party).
\nIn case any such action, suit or proceeding shall be brought against any
\nindemnified party and it shall notify the indemnifying party of the commencement
\nthereof, such indemnifying party or parties shall be entitled to participate in,
\nand, to the extent that it or they shall wish, jointly with any other
\nindemnifying party similarly notified, to assume the defense thereof, with
\ncounsel satisfactory to such indemnified party, and after notice from the
\nindemnifying party or parties to such indemnified party of its or their election
\nso to assume the defense thereof, the indemnifying party or parties shall not be
\nliable to such indemnified party for any legal or other expenses, other than
\nreasonable costs of investigation subsequently incurred by such indemnified
\nparty in connection with the defense thereof. The indemnified party shall have
\nthe right to employ its counsel in any such action, but the fees and expenses of
\nsuch counsel shall be at the expense of such indemnified party unless (i) the
\nemployment of counsel by such indemnified party has been authorized in writing
\nby the indemnifying party or parties, (ii) the indemnified party shall have
\nreasonably concluded that there may be a conflict of interest between the
\nindemnifying party or parties and the indemnified party in the conduct of the
\ndefense of such action (in which case the indemnifying party or parties shall
\nnot have the right to direct the defense of such action on behalf of the
\nindemnified party), or (iii) the indemnifying party or parties shall not in fact
\nhave employed counsel to assume the defense of such action, in each of which
\ncases the fees and expenses of counsel shall be at the expense of the
\nindemnifying party or parties. In the event that the indemnified party retains
\nseparate counsel pursuant to clause (i), (ii), or (iii) of the previous
\nsentence, such counsel shall be reasonably acceptable to the indemnifying party.
\nAny indemnifying party shall not be liable for any settlement of any action or
\nclaim effected without its written consent.<\/p>\n

(d) If the indemnification provided for in this Section 9 is unavailable to
\nhold harmless an indemnified party under subsection (a) or (b) above in respect
\nof any losses, claims, damages or liabilities (or actions in respect thereof)
\nreferred to therein (other than because such indemnification, by its terms, does
\nnot apply), then each indemnifying party shall contribute to the amount paid or
\npayable by such indemnified party as a result of such losses, claims, damages or
\nliabilities (or actions in respect thereof) in such proportion as is appropriate
\nto reflect the relative benefits received by the Company on the one hand and the
\nUnderwriters on the other from the offering of the Securities to which such
\nloss, claim, damage or liability (or actions in respect thereof) relates. If,
\nhowever, the allocation provided by the immediately preceding sentence is not
\npermitted by applicable law or if the indemnified party failed to give the
\nnotice required under subsection (c) above, then each indemnifying party shall
\ncontribute to such amount paid or payable by such indemnified party in such
\nproportion as is appropriate to reflect not only such relative benefits but also
\nthe relative fault of the Company on the one hand and the Underwriters on the
\nother in connection with the statements or omissions which resulted in such
\nlosses, claims, damages or liabilities (or actions in respect thereof), as well
\nas any other relevant equitable considerations. The relative benefits received
\nby the Company on the one hand and such Underwriters<\/p>\n

15<\/p>\n

\n

on the other shall be deemed to be in the same proportion as the total net
\nproceeds from such offering (before deducting expenses) received by the Company
\nbear to the total underwriting discounts and commissions received by such
\nUnderwriters. The relative fault shall be determined by reference to, among
\nother things, whether the untrue or alleged untrue statement of a material fact
\nor the omission or alleged omission to state a material fact relates to
\ninformation supplied by the Company on the one hand or such Underwriters on the
\nother and the parties153 relative intent, knowledge, access to information and
\nopportunity to correct or prevent such statement or omission. The Company and
\nthe Underwriters agree that it would not be just and equitable if contribution
\npursuant to this subsection (d) were determined by pro rata allocation (even if
\nthe Underwriters were treated as one entity for such purpose) or by any other
\nmethod of allocation that does not take account of the equitable considerations
\nreferred to above in this subsection (d). The amount paid or payable by an
\nindemnified party as a result of the losses, claims, damages or liabilities (or
\nactions in respect thereof) referred to above in this subsection (d) shall be
\ndeemed to include any legal or other expenses reasonably incurred by such
\nindemnified party in connection with investigating or defending any such action
\nor claim. Notwithstanding the provisions of this subsection (d), no Underwriter
\nshall be required to contribute any amount in excess of the amount by which the
\ntotal price at which the Securities underwritten by it and distributed to
\ninvestors were offered to investors exceeds the amount of any damages that such
\nUnderwriter has otherwise been required to pay by reason of such untrue or
\nalleged untrue statement or omission or alleged omission. No person guilty of
\nfraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
\nshall be entitled to contribution from any person who was not guilty of such
\nfraudulent misrepresentation. The obligations of the Underwriters in this
\nsubsection (d) to contribute are several in proportion to their respective
\nunderwriting obligations with respect to such Securities and not joint.<\/p>\n

(e) The obligations of the Company under this Section 9 shall be in addition
\nto any liability that the Company may otherwise have and shall extend, upon the
\nsame terms and conditions, to each person, if any, who controls any Underwriter
\nwithin the meaning of the Act; and the obligations of the Underwriters under
\nthis Section 9 shall be in addition to any liability which the respective
\nUnderwriters may otherwise have and shall extend, upon the same terms and
\nconditions, to each officer and director of the Company and to each person, if
\nany, who controls the Company within the meaning of the Act.<\/p>\n

10. (a) If any Underwriter shall default in its obligation to purchase any
\nSecurities that it has agreed to purchase hereunder, you may in your discretion
\narrange for you or another party or other parties to purchase such Securities on
\nthe terms contained herein. If within thirty-six hours after such default by any
\nUnderwriter you do not arrange for the purchase of such Securities, then the
\nCompany shall be entitled to a further period of thirty-six hours within which
\nto procure another party or other parties satisfactory to you to purchase such
\nSecurities on such terms. In the event that, within the respective prescribed
\nperiods, you notify the Company that you have so arranged for the purchase of
\nsuch Securities, or the Company notifies you that<\/p>\n

16<\/p>\n

\n

it has so arranged for the purchase of such Securities, you or the Company
\nshall have the right to postpone the Time of Delivery for a period of not more
\nthan seven days, in order to effect whatever changes may thereby be made
\nnecessary in the Registration Statement or the Prospectus, or in any other
\ndocuments or arrangements, and the Company agrees to prepare and file promptly
\nany amendments or supplements to the Registration Statement or the Prospectus
\nthat in your opinion may thereby be made necessary. The term “Underwriter” as
\nused in this Agreement shall include any person substituted under this Section
\n10 with like effect as if such person had originally been a party to this
\nAgreement with respect to such Securities.<\/p>\n

(b) If, after giving effect to any arrangements for the purchase of the
\nSecurities of a defaulting Underwriter or Underwriters by you and the Company as
\nprovided in subsection (a) above, the aggregate principal amount of such
\nSecurities that remains unpurchased does not exceed one-tenth of the aggregate
\nprincipal amount of the Securities, then the Company shall have the right to
\nrequire each non-defaulting Underwriter to purchase the principal amount of
\nSecurities that such Underwriter agreed to purchase hereunder and, in addition,
\nto require each non-defaulting Underwriter to purchase its pro rata share (based
\non the principal amount of Securities that such Underwriter agreed to purchase
\nhereunder) of the Securities of such defaulting Underwriter or Underwriters for
\nwhich such arrangements have not been made; but nothing herein shall relieve a
\ndefaulting Underwriter from liability for its default.<\/p>\n

(c) If, after giving effect to any arrangements for the purchase of the
\nSecurities of a defaulting Underwriter or Underwriters by you and the Company as
\nprovided in subsection (a) above, the aggregate principal amount of Securities
\nthat remains unpurchased exceeds one-tenth of the aggregate principal amount of
\nthe Securities, as referred to in subsection (b) above, or if the Company shall
\nnot exercise the right described in subsection (b) above to require
\nnon-defaulting Underwriters to purchase Securities of a defaulting Underwriter
\nor Underwriters, then this Agreement shall thereupon terminate, without
\nliability on the part of any non-defaulting Underwriter or the Company, except
\nfor the expenses to be borne by the Company and the Underwriters as provided in
\nSection 7 hereof and the indemnity and contribution agreements in Section 9
\nhereof; but nothing herein shall relieve a defaulting Underwriter from liability
\nfor its default.<\/p>\n

(d) For purposes of this Section 10, the 2016 Notes, the 2021 Notes and the
\n2041 Notes shall be treated as three separate series of Securities, and Section
\n10 shall apply to each series as if this Agreement applied solely to such
\nseries.<\/p>\n

11. The respective indemnities, agreements, representations, warranties and
\nother statements of the Company and the several Underwriters, as set forth in
\nthis Agreement or made by or on behalf of them, respectively, pursuant to this
\nAgreement, shall remain in full force and effect, regardless of any
\ninvestigation (or any statement as to the results thereof) made by or on behalf
\nof any Underwriter or any controlling<\/p>\n

17<\/p>\n

\n

person of any Underwriter, or the Company, or any officer or director or
\ncontrolling person of the Company, and shall survive delivery of and payment for
\nthe Securities.<\/p>\n

12. If this Agreement shall be terminated pursuant to Section 10 hereof, the
\nCompany shall not then be under any liability to any Underwriter except as
\nprovided in Sections 7 and 9 hereof; but, if for any other reason, the
\nSecurities are not delivered by or on behalf of the Company as provided herein,
\nthe Company will reimburse the Underwriters through you for all out-of-pocket
\nexpenses approved in writing by you, including fees and disbursements of
\ncounsel, reasonably incurred by the Underwriters in making preparations for the
\npurchase, sale and delivery of the Securities, but the Company shall then be
\nunder no further liability to any Underwriter except as provided in Sections 7
\nand 9 hereof.<\/p>\n

13. In all dealings hereunder, you shall act on behalf of each of the
\nUnderwriters, and the parties hereto shall be entitled to act and rely upon any
\nstatement, request, notice or agreement on behalf of any Underwriter made or
\ngiven by you.<\/p>\n

All statements, requests, notices and agreements hereunder shall be in
\nwriting, and if to the Underwriters shall be delivered or sent by mail, telex or
\nfacsimile transmission to you as the representatives in care of Citigroup Global
\nMarkets Inc., 388 Greenwich Street, New York, New York 10013 (Fax: (212)
\n816-7912), Attention: General Counsel and J.P. Morgan Securities LLC, 383
\nMadison Avenue, New York, New York, 10179 (Fax: (212) 834-6081), Attention: High
\nGrade Syndicate Desk; and if to the Company shall be delivered or sent by mail,
\ntelex or facsimile transmission to the address of the Company set forth in the
\nRegistration Statement, Attention: Vice President and Treasurer (with a copy,
\nwhich shall not constitute notice, to the Senior Vice President and General
\nCounsel); provided<\/em>, however<\/em>, that any notice to a Underwriter
\npursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or
\nfacsimile transmission to such Underwriter at its address set forth in its
\nUnderwriters153 Questionnaire, or telex constituting such Questionnaire, which
\naddress will be supplied to the Company by you upon request. Any such
\nstatements, requests, notices or agreements shall take effect upon receipt
\nthereof.<\/p>\n

14. This Agreement shall be binding upon, and inure solely to the benefit of,
\nthe Underwriters, the Company and, to the extent provided in Sections 9 and 11
\nhereof, the officers and directors of the Company and each person who controls
\nthe Company or any Underwriter, and their respective heirs, executors,
\nadministrators, successors and assigns, and no other person shall acquire or
\nhave any right under or by virtue of this Agreement. No purchaser of any of the
\nSecurities from any Underwriter shall be deemed a successor or assign by reason
\nmerely of such purchase.<\/p>\n

15. Time shall be of the essence of this Agreement. As used herein, the term
\n“business day” shall mean any day when the Commission153s office in Washington,
\nD.C. is open for business.<\/p>\n

18<\/p>\n

\n

16. The Company acknowledges and agrees that (i) the purchase and sale of the
\nSecurities pursuant to this Agreement is an arm153s-length commercial transaction
\nbetween the Company, on the one hand, and the several Underwriters, on the
\nother, (ii) in connection therewith and with the process leading to such
\ntransaction each Underwriter is acting solely as a principal and not the agent
\nor fiduciary of the Company, (iii) no Underwriter has assumed an advisory or
\nfiduciary responsibility in favor of the Company with respect to the offering
\ncontemplated hereby or the process leading thereto (irrespective of whether such
\nUnderwriter has advised or is currently advising the Company on other matters)
\nor any other obligation to the Company except the obligations expressly set
\nforth in this Agreement and (iv) the Company has consulted its own legal and
\nfinancial advisors to the extent it deemed appropriate. The Company agrees that
\nit will not claim that the Underwriters, or any of them, has rendered advisory
\nservices of any nature or respect, or owes a fiduciary or similar duty to the
\nCompany, in connection with such transaction or the process leading thereto.\n<\/p>\n

17. This Agreement shall be governed by and construed in accordance
\nwith the laws of the State of New York.<\/strong><\/p>\n

18. This Agreement may be executed by any one or more of the parties hereto
\nin any number of counterparts, each of which shall be deemed to be an original,
\nbut all such respective counterparts shall together constitute one and the same
\ninstrument.<\/p>\n

19. The Company is authorized, subject to applicable law, to disclose any and
\nall aspects of this potential transaction that are necessary to support any U.S.
\nfederal income tax benefits expected to be claimed with respect to such
\ntransaction, and all materials of any kind (including tax opinions and other tax
\nanalyses) related to those benefits, without the Underwriters imposing any
\nlimitation of any kind.<\/p>\n

If the foregoing is in accordance with your understanding, please sign and
\nreturn to us counterparts hereof, and upon the acceptance hereof by you, on
\nbehalf of each of the Underwriters, this letter and such acceptance hereof shall
\nconstitute a binding agreement between each of the Underwriters and the Company.
\nIt is understood that your acceptance of this letter on behalf of each of the
\nUnderwriters is pursuant to the authority set forth in a form of Agreement among
\nUnderwriters, the form of which shall be submitted to the Company for
\nexamination upon request, but without warranty on your part as to the authority
\nof the signers thereof.<\/p>\n

19<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

LOCKHEED MARTIN CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Kenneth R. Possenriede<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Kenneth R. Possenriede<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President and Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

20<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Accepted as of the date hereof:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Brian D. Bednarski<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Brian D. Bednarski<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Stephen L. Sheiner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Stephen L. Sheiner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Executive Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

On behalf of each of the Underwriters listed in Schedule I hereto<\/p>\n

21<\/p>\n

\n

SCHEDULE I <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Principal Amount
\nof 2016 Notes to
\nbe Purchased<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Principal Amount
\nof 2021 Notes to
\nbe Purchased<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Principal Amount
\nof 2041 Notes to
\nbe Purchased<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Underwriter<\/u><\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

102,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

184,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

123,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

102,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

184,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

123,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Merrill Lynch, Pierce, Fenner & Smith Incorporated<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

55,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

99,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

66,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Morgan Stanley & Co. LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

55,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

99,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

66,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

55,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

99,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

66,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Credit Agricole Securities (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

36,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

36,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Mitsubishi UFJ Securities (USA), Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

36,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Mizuho Securities USA Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

36,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

UBS Securities LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

36,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

U.S. Bancorp Investments, Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

20,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

36,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

24,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

ANZ Securities, Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Lloyds Securities Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

RBC Capital Markets, LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SMBC Nikko Capital Markets Limited<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

2,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

4,500,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

3,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

500,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

900,000,000<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

600,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S1-1<\/p>\n

\n

SCHEDULE II <\/strong><\/p>\n

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure
\nPackage:<\/p>\n

None.<\/p>\n

(b) Additional Documents Incorporated by Reference:<\/p>\n

None.<\/p>\n

S2-1<\/p>\n

\n

SCHEDULE III <\/strong><\/p>\n

Lockheed Martin Corporation<\/p>\n

Pricing Term Sheet<\/p>\n

September 6, 2011<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

2.125% Notes due 2016<\/p>\n<\/td>\n

<\/td>\n\n

3.350% Notes due 2021<\/p>\n<\/td>\n

<\/td>\n\n

4.850% Notes due 2041<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Issuer:<\/p>\n<\/td>\n

<\/td>\n\n

Lockheed Martin Corporation<\/p>\n<\/td>\n

<\/td>\n\n

Lockheed Martin Corporation<\/p>\n<\/td>\n

<\/td>\n\n

Lockheed Martin Corporation<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Security Type:<\/p>\n<\/td>\n

<\/td>\n\n

Senior Unsecured<\/p>\n<\/td>\n

<\/td>\n\n

Senior Unsecured<\/p>\n<\/td>\n

<\/td>\n\n

Senior Unsecured<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Trade Date:<\/p>\n<\/td>\n

<\/td>\n\n

September 6, 2011<\/p>\n<\/td>\n

<\/td>\n\n

September 6, 2011<\/p>\n<\/td>\n

<\/td>\n\n

September 6, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Settlement Date (T+3):<\/p>\n<\/td>\n

<\/td>\n\n

September 9, 2011<\/p>\n<\/td>\n

<\/td>\n\n

September 9, 2011<\/p>\n<\/td>\n

<\/td>\n\n

September 9, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Interest Payment Dates:<\/p>\n<\/td>\n

<\/td>\n\n

March 15 and September 15, commencing on March 15,
\n2012<\/p>\n<\/td>\n

<\/td>\n\n

March 15 and September 15, commencing on March 15, 2012<\/p>\n<\/td>\n

<\/td>\n\n

March 15 and September 15, commencing on March 15, 2012<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Expected Ratings*:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Size:<\/p>\n<\/td>\n

<\/td>\n\n

$500,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$900,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$600,000,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Maturity:<\/p>\n<\/td>\n

<\/td>\n\n

September 15, 2016<\/p>\n<\/td>\n

<\/td>\n\n

September 15, 2021<\/p>\n<\/td>\n

<\/td>\n\n

September 15, 2041<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Coupon:<\/p>\n<\/td>\n

<\/td>\n\n

2.125% per annum, accruing from September 9, 2011<\/p>\n<\/td>\n

<\/td>\n\n

3.350% per annum, accruing from September 9, 2011<\/p>\n<\/td>\n

<\/td>\n\n

4.850% per annum, accruing from September 9, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Price to Public:<\/p>\n<\/td>\n

<\/td>\n\n

99.924% of face amount, plus accrued interest, if any, from
\nSeptember 9, 2011<\/p>\n<\/td>\n

<\/td>\n\n

99.730% of face amount, plus accrued interest, if any, from
\nSeptember 9, 2011<\/p>\n<\/td>\n

<\/td>\n\n

99.279% of face amount, plus accrued interest, if any, from
\nSeptember 9, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Yield to maturity:<\/p>\n<\/td>\n

<\/td>\n\n

2.141%<\/p>\n<\/td>\n

<\/td>\n\n

3.382%<\/p>\n<\/td>\n

<\/td>\n\n

4.896%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Spread to Benchmark Treasury:<\/p>\n<\/td>\n

<\/td>\n\n

T+127 basis points<\/p>\n<\/td>\n

<\/td>\n\n

T+142 basis points<\/p>\n<\/td>\n

<\/td>\n\n

T+167 basis points<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Benchmark Treasury:<\/p>\n<\/td>\n

<\/td>\n\n

1.000% due August 31, 2016<\/p>\n<\/td>\n

<\/td>\n\n

2.125% due August 15, 2021<\/p>\n<\/td>\n

<\/td>\n\n

4.375% due May 15, 2041<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Benchmark Treasury Price and Yield:<\/p>\n<\/td>\n

<\/td>\n\n

100-20 \/ 0.871%<\/p>\n<\/td>\n

<\/td>\n\n

101-15 \/ 1.962%<\/p>\n<\/td>\n

<\/td>\n\n

121-27 \/ 3.226%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Redemption Make-Whole
\nCall:<\/p>\n<\/td>\n

<\/td>\n\n

T+20 basis points<\/p>\n<\/td>\n

<\/td>\n\n

T+25 basis points<\/p>\n<\/td>\n

<\/td>\n\n

T+25 basis points<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CUSIP #:<\/p>\n<\/td>\n

<\/td>\n\n

539830 AX7<\/p>\n<\/td>\n

<\/td>\n\n

539830 AY5<\/p>\n<\/td>\n

<\/td>\n\n

539830AZ2<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ISIN #:<\/p>\n<\/td>\n

<\/td>\n\n

US539830AX79<\/p>\n<\/td>\n

<\/td>\n\n

US539830AY52<\/p>\n<\/td>\n

<\/td>\n\n

US539830AZ28<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Joint Book-Running
\nManagers:<\/p>\n<\/td>\n

<\/td>\n\n

Citigroup Global Markets Inc.<\/p>\n

J.P. Morgan Securities LLC<\/p>\n

Merrill Lynch, Pierce, Fenner & Smith<\/p>\n

Incorporated<\/p>\n

Morgan Stanley & Co. LLC<\/p>\n

Wells Fargo Securities, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

Joint Lead Managers:<\/p>\n<\/td>\n

<\/td>\n\n

Credit Agricole Securities (USA) Inc.<\/p>\n

Goldman, Sachs & Co.<\/p>\n

Mitsubishi UFJ Securities (USA), Inc.<\/p>\n

Mizuho Securities USA Inc.<\/p>\n

UBS Securities LLC<\/p>\n

U.S. Bancorp Investments, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Co-Managers:<\/p>\n<\/td>\n

<\/td>\n\n

ANZ Securities, Inc.<\/p>\n

Lloyds Securities Inc.<\/p>\n

RBC Capital Markets, LLC<\/p>\n

SMBC Nikko Capital Markets Limited<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

S3-1<\/p>\n

\n\n\n\n
\n

*<\/p>\n<\/td>\n

\n

Note: A securities rating is not a recommendation to buy, sell or hold
\nsecurities and may be subject to revision or withdrawal at any time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The issuer has filed a registration statement (including a prospectus) with
\nthe SEC for the offering to which this communication relates. Before you invest,
\nyou should read the prospectus in that registration statement and other
\ndocuments the issuer has filed with the SEC that are incorporated by reference
\nin the prospectus for more complete information about the issuer and this
\noffering. You may get these documents for free by visiting EDGAR on the SEC Web
\nsite at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
\nparticipating in the offering will arrange to send you the prospectus if you
\nrequest it by calling Citigroup Global Markets Inc., toll free, at
\n1-877-858-5407 or J.P. Morgan Securities LLC, at 1-212-834-4533.<\/p>\n

This pricing term sheet supplements the preliminary form of prospectus
\nsupplement issued by Lockheed Martin Corporation on September 6, 2011 relating
\nto its Prospectus dated August 23, 2011.<\/p>\n

Any disclaimer or other notice that may appear below is not applicable to
\nthis communication and should be disregarded. Such disclaimer or notice was
\nautomatically generated as a result of this communication being sent by
\nBloomberg or another email system.<\/p>\n

S3-2<\/p>\n

\n

ANNEX I <\/strong><\/p>\n

Form of opinion of Hogan Lovells US LLP, counsel for
\nthe Company <\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

The Company is validly existing as a corporation and in good standing, under
\nthe Maryland General Corporation Law. The Company has the corporate power and
\ncorporate authority under the Charter and the Maryland General Corporation Law
\nto execute, deliver and perform its obligation under the Underwriting Agreement,
\nthe Indenture and the Securities and to own, lease and operate its current
\nproperties and to conduct its business as described in the Pricing Disclosure
\nPackage and the Prospectus.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

The Underwriting Agreement has been duly authorized, executed and delivered
\non behalf of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

The Securities have been duly authorized by the Company, and, when the
\nSecurities have been duly executed and authenticated in accordance with the
\nIndenture and delivered against payment of the consideration therefor in
\naccordance with the Underwriting Agreement, each registered holder of a Note
\nwill be entitled to the benefits of the Indenture and the Securities will
\nconstitute valid and binding obligations of the Company, enforceable against the
\nCompany in accordance with their terms.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

The Indenture has been duly authorized, executed and delivered by the Company
\nand constitutes a valid and binding obligation of the Company, enforceable
\nagainst the Company in accordance with its terms.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

\n

The information contained in the Pricing Prospectus and the Prospectus under
\nthe captions “Description of Debt Securities,” “Description of the Notes,” and
\n“Certain United States Federal Tax Consequences,” to the extent that such
\ninformation constitutes matters of law or legal conclusions or purports to
\ndescribe certain provisions of the Underwriting Agreement, the Indenture and the
\nSecurities, has been reviewed by us and is correct in all material respects.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.<\/p>\n<\/td>\n

\n

The execution and delivery by the Company of the Underwriting Agreement, the
\nIndenture and the Securities, and the performance of the Underwriting Agreement,
\nthe Indenture and the Securities by the Company on the date of this opinion, do
\nnot (i) violate the Charter or Bylaws of the Company or (ii) violate any
\nprovision of applicable internal Maryland law or applicable federal statutes and
\nregulations.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

7.<\/p>\n<\/td>\n

\n

The Registration Statement became effective under the Securities Act upon its
\nfiling with the Commission and, to our knowledge, no stop order suspending the
\neffectiveness of the Registration Statement has been issued under the Securities\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-I-1<\/p>\n

\n\n\n\n
<\/td>\n\n

Act and no proceedings for such purpose have been instituted or are
\nthreatened by the Commission against the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

8.<\/p>\n<\/td>\n

\n

The Registration Statement and the Prospectus (except for the Statement of
\nEligibility on Form T-1 and the financial statements and supporting schedules
\nand other financial data included or incorporated therein, or omitted therefrom,
\nas to which we express no opinion), as of their respective effectiveness or
\nissue dates, complied as to form in all material respects with the requirements
\nof the Securities Act.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

9.<\/p>\n<\/td>\n

\n

No approval, authorization, order, registration, qualification or consent of,
\nor filing with, any federal governmental agency or the State Department of
\nAssessments and Taxation of the State of Maryland is required to be obtained or
\nmade by the Company under applicable federal statutes and regulations, the
\nMaryland General Corporation Law or applicable internal Maryland law in
\nconnection with the execution and delivery by the Company of the Underwriting
\nAgreement, the Indenture and the Securities, and the performance of the
\nUnderwriting Agreement, the Indenture and the Securities by the Company on the
\ndate of this opinion.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

10.<\/p>\n<\/td>\n

\n

The Indenture has been duly qualified under the Trust Indenture Act.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No facts have come to our attention that cause us to believe that:<\/p>\n

(i) the Registration Statement, as of the date of the Underwriting Agreement,
\ncontained an untrue statement of a material fact or omitted to state a material
\nfact required to be stated therein or necessary to make the statements therein
\nnot misleading;<\/p>\n

(ii) the Prospectus, as of its date or as of the Time of Delivery, contained
\nor contains an untrue statement of a material fact or omitted or omits to state
\na material fact necessary in order to make the statements therein, in the light
\nof the circumstances under which they were made, not misleading; or<\/p>\n

(iii) the Pricing Disclosure Package, as of 4:00 p.m. (New York City time) on
\nSeptember 6, 2011 (which we have assumed with your permission is a time prior to
\nthe time of the first sale of the Securities by any Underwriter), contained an
\nuntrue statement of a material fact or omitted to state a material fact
\nnecessary in order to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading; provided that in
\nmaking the foregoing statements, we do not express any belief with respect to
\nthe financial statements and supporting schedules and other financial or
\naccounting information and data derived from such financial statements and
\nschedules or derived from the books and records of the Company or<\/p>\n

A-I-2<\/p>\n

\n

with respect to reports on the effectiveness of internal control over
\nfinancial reporting contained or incorporated by reference in or omitted from
\nthe Registration Statement, the Pricing Disclosure Package or the Prospectus.\n<\/p>\n

A-I-3<\/p>\n

\n

ANNEX II <\/strong><\/p>\n

Form of opinion of In-house counsel to the Company
\n<\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

The Company is duly qualified to do business as a foreign corporation and is
\nin good standing under the laws of each jurisdiction in which the conduct of its
\nbusiness requires such qualification, except where the failure to qualify and be
\nin good standing would not materially and adversely affect the financial
\ncondition of the Company and its subsidiaries taken as a whole.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

To my knowledge, other than as set forth or incorporated by reference in the
\nPricing Disclosure Package, there are not any legal or governmental proceedings
\npending or threatened to which the Company is subject, or of which any property
\nof the Company is subject, that reasonably are expected to have a material
\nadverse effect on the financial position, stockholders equity or results of
\noperations of the Company and its subsidiaries taken as a whole.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Neither the issue and sale of the Securities, the consummation of any other
\nof the transactions contemplated by the Underwriting Agreement and the
\nIndenture, nor the fulfillment of the terms of the Underwriting Agreement and
\nthe Indenture, will conflict with, result in a breach of, or constitute a
\ndefault under the terms of any indenture or other agreement or instrument to
\nwhich the Company or any of its subsidiaries is a party or is bound, except
\nwhere the effect of such conflict, breach or default would not be material to
\nthe Company and its subsidiaries taken as a whole and would not adversely affect
\nthe consummation of the transactions contemplated thereby.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

The documents filed with the Commission pursuant to Section 13(a), 13(c) or
\n15(d) of the Exchange Act and incorporated by reference into the Pricing
\nProspectus and the Prospectus, and all documents filed under the Exchange Act
\nand so deemed to be included in the Pricing Prospectus and the Prospectus or any
\namendment or supplement thereto, (the “Exchange Act Reports”) (other than the
\nfinancial statements and notes thereto, the financial statements schedules and
\nthe other financial data included or incorporated by reference therein, as to
\nwhich I express no opinion), subject to any amendments or supplements thereto
\nincluded in the Exchange Act Reports filed before the date of the Underwriting
\nAgreement, when they were filed with the Commission, complied as to form in all
\nmaterial respects with the requirements of the Exchange Act and the rules and
\nregulations of the Commission thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

\n

The execution and delivery by the Company of the Underwriting Agreement, the
\nIndenture and the Securities, and the performance of the Underwriting Agreement,
\nthe Indenture and the Securities by the Company on the date of this opinion, do
\nnot, to my knowledge, violate any order or regulation applicable to the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-II-1<\/p>\n

\n\n\n\n
<\/td>\n\n

Company or any of its subsidiaries, of any court, regulatory body,
\nadministrative agency, governmental agency or arbitrator having jurisdiction
\nover the Company or any of its subsidiaries.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-II-2<\/p>\n

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