DynCorp Executive Incentive Plan

            Amended and Restated as of DynCorp Fiscal Year 1999


I.       PURPOSE

         The purpose of the Executive Incentive Plan (the Plan) is to reward and
         motivate   executives  who  have  significant  impact  on  the  Company
         strategy,   performance  and   profitability  for  the  achievement  of
         pre-established,   measurable  objectives  which  directly  impact  the
         financial performance of the DynCorp and increase shareholder value.


II.      GENERAL DESCRIPTION

         At the beginning of the Plan Year, DynCorp and organizational financial
         objectives,  individual  objectives and target  incentive  award levels
         will be established and confirmed in writing for each Plan participant.

         At the  conclusion of the Plan Year,  the  achievement of the specified
         financial  objectives  and  individual  objectives  will be scored  and
         weighted  for each  participant  according to  established  formulae to
         determine the actual incentive amount to be awarded.


III.     ELIGIBILITY

         All  executives  in  Salary  Bands 1  through  3 who have been in their
         positions a minimum of six months during the Plan Year are participants
         in the Plan. Inclusion of individuals with less than six months must be
         approved as an exception to the Plan.

         With the exception of  disability,  retirement  or death,  participants
         must be employed  (on the active  payroll) on the date an award is paid
         in  order  to  receive  an  incentive  award.   However,  at  its  sole
         discretion, the Compensation Committee may approve an award to a former
         employee,  or to the former  employee's  estate,  in such  amount as is
         deemed appropriate.

         Participation  in the Plan precludes  eligibility for  participation in
         any other annual cash incentive plan(s) provided by the Company.


IV.      RESPONSIBILITIES

         A.       The Senior Vice President, Human Resources and Administration,
                  is responsible for administering the Plan.

         B.       As   appropriate,   Band  2  executives  are  responsible  for
                  confirming Plan participants,  recommending  individual target
                  award levels,  SBA and SBU financial  performance  objectives,
                  and individual  performance  objectives,  submitting financial
                  results  at the end of the Plan Year for SBA,  SBU,  and other
                  financial  metrics approved at the beginning of the Plan Year,
                  and evaluating participant individual performance.

         C.       The DynCorp Chief  Financial  Officer (CFO) is responsible for
                  reviewing  SBA  and  SBU  financial   performance   objectives
                  recommended  by the  Presidents  and  informing the CEO of his
                  concurrence  with the  recommended  measurements  or proposing
                  alternative financial measurements more applicable to specific
                  SBA's or SBU's and for  concurring  with the  calculations  of
                  actual  financial  performance  used to determine actual award
                  amounts.

         D.       The  Chief   Executive   Officer  (CEO)  is  responsible   for
                  reviewing,  modifying and subsequently recommending individual
                  target award levels and financial and  individual  participant
                  objectives, DynCorp financial objectives,  deviations from the
                  Plan and actual incentive payments.

         E.       The  Compensation  Committee  of the Board of  Directors  (the
                  Committee)  is  responsible  for amending the Plan,  approving
                  individual target award levels, financial objectives,  DynCorp
                  financial  objectives,  deviations  from the  Plan and  actual
                  incentive payments.


V.       DEFINITIONS

A.       Award Pool

                  The dollar amount available for payment of Executive Incentive
                  awards.

B.       Base Salary

                  The base annual salary rate of a participant  as of April 1 of
                  the Plan  Year or,  if  later,  the  time  the  individual  is
                  approved  as a  participant  for a given  year,  exclusive  of
                  overtime,  per diem,  bonuses or any other  premiums,  special
                  payments or allowances.

C.                Days Sales Outstanding (DSO)

                  Days Sales  Outstanding  as defined in DynCorp  Finance Policy
                  Statement  PS505,  as in effect at the beginning of the fiscal
                  year during which performance is measured for Plan purposes.

D.       EBIDTA

                  Earnings of DynCorp  before  deductions  for interest,  taxes,
                  depreciation,   amortization,   discontinued   operations  and
                  merger/acquisition costs, as recorded on the books and records
                  of the Corporation.

E.       Earnings per Share (EPS)

                  Diluted  Earnings Per Share,  per GAAP,  assuming the treasury
                  stock method,  calculated by dividing the income  available to
                  common  shareholders  for the fiscal year by the fully diluted
                  shares outstanding at the end of the fiscal year.

F.       Operating Profit

                  Earnings of the applicable organizational unit (i.e. SBA, SBU,
                  Business, division, subsidiary, or group, etc.) after ESOP and
                  after all  accruals,  but before the  Corporate  G&A  Expense,
                  Interest  and Dividend  Income,  Interest  Expense,  Net Asset
                  Allocation and Taxes on Income.

G.       Plan Year

                  The fiscal year of DynCorp.

H.       Revenue

                  Revenue as recorded in accordance  with DynCorp Finance Policy
                  Statement  PS510,  as in effect at the beginning of the fiscal
                  year during which  performance  is measured for Plan  purposes
                  and as  reported  in  the  Company's  consolidating  financial
                  statements after audit adjustments, if any.

I.       Return on Net Assets (RONA)

                  Return on Net  Assets as defined in  accordance  with  DynCorp
                  Finance Policy  Statement PS505, as in effect at the beginning
                  of the fiscal year during  which  performance  is measured for
                  Plan purposes.

J.       Strategic Business Area  (SBA)

                  A group  of  DynCorp  organizational  units  responsible  to a
                  presiding  officer who reports  directly to the CEO of DynCorp
                  or a DynCorp Senior Vice President.

K.       Strategic Business Unit (SBU)

                  One or more  DynCorp  organizational  units  (excluding  joint
                  ventures)  responsible  to an officer or manager  who  reports
                  directly to the presiding officer of an SBA.

L.       Target Award

                  The dollar amount that a participant is eligible to receive if
                  the   combined   weighted    performance    against   DynCorp,
                  organizational  unit  and  individual   objectives  equals  an
                  overall achievement level of exactly 100%.

M.       Target Percentage

                  The   percentage   of  Base  Salary  which  is  payable  to  a
                  participant if combined weighted  performance against DynCorp,
                  organizational  unit  and  individual   objectives  equals  an
                  overall achievement level of exactly 100%.

N.       Threshold

                  The level of performance required before an award is paid. For
                  Plan  purposes  the  threshold  performance  level  is  75% of
                  objectives. The threshold is applied at three levels.

o                          If performance  against any single  objective is less
                           than 75%,  then the  portion  of the  award  based on
                           performance against that objective is not paid.
o
                           If   combined   weighted   performance   against  the
                           applicable financial objective(s) is less than 75% in
                           the aggregate, then no award is paid.

o                          If  combined   weighted   performance   against  both
                           financial and individual  objectives is less than 75%
                           in the aggregate, then no award is paid.


VI.      FUNDING

         At the  beginning of the Plan Year  executive  management  establishes,
         subject to  approval  by the  Committee,  the amount of the total bonus
         award pool which  includes  the  payment of  Executive  Incentive  Plan
         awards for that year.  This amount  represents  the maximum amount that
         can be paid to bonus  participants  unless Plan  financial  performance
         exceeds Plan  financial  objectives.  The  definition of Plan financial
         objectives is those  organizational  financial  metrics approved by the
         CEO or Compensation Committee at the beginning of the Plan Year.

         The Award Pool will be accrued  ratably on a monthly  basis  during the
         Plan Year. The accrual  amount will be reviewed  quarterly and adjusted
         as necessary to reflect the most recent projections of actual financial
         performance  versus budgeted  performance  and additions to,  deletions
         from or other changes in Plan participation.


VII.     AWARDS

         Target Awards ranging from 30% to 70% (in 5% increments) of Base Salary
         will be established for each  participant at the beginning of each Plan
         Year.  These  targets will be divided  into  financial  and  individual
         performance components and weighted as shown below in Table 1.

                                     TABLE 1
                 Weighting of Performance Measurement Components

                               DynCorp       SBA         SBU
                              Financial   Financial   Financial   Individual
       Description           Performance Performance Performance  Performance


       Corporate Participants    80%                                   20%

       SBA Participants          20%         60%                       20%

       SBU Participants                      20%         60%           20%



         Target award  recommendations will be submitted for review and approval
         in accordance with procedures established by the Senior Vice President,
         Human Resources and Administration,  to achieve the approvals described
         in Section IV of the Plan.

         At the  end of  the  Plan  Year,  performance  against  pre-established
         financial and individual objectives, as described in Section VIII, will
         be calculated to develop financial and individual  performance factors.
         These  factors will reflect the level,  expressed as a  percentage,  of
         attainment  of  each  objective.  These  performance  factors  will  be
         multiplied by the appropriate weighting for each objective.

         The results of these  calculations  then will be added to determine the
         percentage of the Target Award payable to each participant.  Payment of
         the  calculated  award is subject to  performance  exceeding  Threshold
         performance  as  described  in Section V.  (Exhibit I of the Plan shows
         detailed examples of award calculations.)

         A bonus due to a participant hired after the beginning of the Plan Year
         will be  prorated  based  upon the  number  of months  employed  by the
         Company as a percentage of the full year.

         With the exception of  disability,  retirement  or death,  participants
         must be  employed  (on the active  payroll)  on the date the awards are
         paid in order to  receive  an  incentive  award.  However,  at its sole
         discretion, the Compensation Committee may approve an award to a former
         employee,  or to the former employee's estate, in such amount as deemed
         appropriate.


VIII.    PERFORMANCE MEASUREMENT COMPONENTS

         In order to reinforce the importance of DynCorp executives  achieving a
         balanced  performance  against  financial and  non-financial  criteria,
         incentive  awards  under the Plan will be based on team and  individual
         achievements in two or more of the following three areas:

         A.       The Financial Performance of DynCorp:

                  DynCorp's  financial  success  is the key  determinant  of its
                  ongoing  viability  as  an  independent  business  entity.  In
                  recognition of this, a portion of each Corporate and SBA level
                  participant's  award  will be based on  DynCorp's  performance
                  against its financial objective.

                  This  objective,  which will be  recommended  by the CEO,  and
                  approved by the  Committee at the beginning of each Plan Year,
                  may be comprised of one or more  financial  measurements.  The
                  measurement may be changed each Plan Year to properly  reflect
                  DynCorp's  strategic   objectives.   Further,   the  financial
                  objective  will be  established  at a level that will  require
                  above average  performance from the management team to achieve
                  it.

         B.       The Financial Performance of the Organizational Unit:

                  For non-Corporate  participants,  the financial performance of
                  the SBA or SBU in which they have the most direct  control and
                  accountability,  will be given the heaviest weighting in order
                  to motivate and reward participants for financial.

                  Financial objectives  established for each SBA and SBU will be
                  measurable and consistent with the overall  strategic goals of
                  the SBA. SBA and SBU financial  objectives  generally  will be
                  expressed in terms of RONA,  Revenue,  Operating Profit and/or
                  DSO. Moreover,  as with the DynCorp financial objective,  they
                  will be established at a level that will require above average
                  performance from the management team to achieve them.

         C.       The Individual Performance of the Participant:

                  Individual   performance   will  be   measured   in  terms  of
                  performance   against   pre-established   objectives  and  the
                  participant's   manager's   subjective   judgment  of  overall
                  individual  performance.  Performance  against objectives must
                  comprise at least 50% of the individual performance factor.

                  Individual  objectives should be established  according to the
                  following guidelines:

                  1.       Each  participant  will have 4-6  written  objectives
                           that have been jointly  agreed to by the  participant
                           and the participant's supervisor.

                  2.       Objectives  will  evolve  from,   respond  to  and/or
                           reflect  the  Company   objectives   established  and
                           communicated  by the  CEO.  Objectives  covering  the
                           following areas may typically be included:
                               o        Key operational objectives
                               o        Human resources management
                               o        Quality and process improvement
                               o        Business development
                               o        Customer satisfaction

                  3.       Objectives will be both  quantitative and qualitative
                           in nature and will include  non-financial  as well as
                           appropriate financial related goals.

                  4.       Objectives will be highly measurable and within the
                           control of the participant.


X.      AWARD DETERMINATION

        Awards will be calculated by:

               1)  multiplying the appropriate Financial and Individual
                   Performance Factors by the weighting  assigned to
                   corresponding performance components as determined in Table
                   1 above,

               2)  adding the resulting percentages together to determine a
                   composite  percentage  that  represents overall achievement
                   against expectations, and

               3)  then multiplying the target award amount by the composite
                   percentage.

        The award payable for any single component for any participant may
        range from 0 to 150% of the established target amount for the component.

         Actual award amounts will be rounded to the nearest $100.00.

         If the performance  achievement level on any of the approved  financial
         performance  factors falls below the Threshold  level,  the participant
         will not generally  receive an award for that component.  However,  the
         CEO may on a  discretionary  basis  recommend  the  payment of an award
         where unusual or extraordinary  circumstances  contributed to the below
         Threshold  performance.  If the combined weighted achievement level for
         all  applicable  financial  performance  measurements  is less than the
         Threshold  level,  the award for the individual  performance  component
         shall also be at the discretion of the CEO and the Committee.

         Should a participant  transfer to another  organization during the Plan
         Year,  the final award will be jointly  determined and prorated for the
         time spent in each organization.

         All  incentive  awards  proposed  under  the  Plan are  subject  to the
         approval  of the CEO and the  Committee,  who may at  their  discretion
         adjust  the  amounts  to be  awarded  in order to  reflect  exceptional
         performance,   performance   that  falls  below   objectives  or  other
         performance  factors that affect or  potentially  affect the ability of
         the  Company  or any of its units to meet its  business  and  financial
         goals.


XI.      YEAR-END ADMINISTRATION

         Initial actual award  recommendations will be calculated at the SBA and
         Corporate   levels  and   submitted  in  accordance   with   procedures
         established  by  the  Senior  Vice   President,   Human  Resources  and
         Administration,  for Company level  consolidation and submission to the
         CEO.  Documentation  of  objectives,   accomplishments  and  individual
         evaluations  will be required to be submitted along with the individual
         award  recommendations.  Financial  performance will be reviewed by the
         CFO as soon as the  results  for the Plan Year are  available.  Initial
         actual award  recommendations  will be adjusted as  necessary  based on
         this review to reflect the actual financial  performance.  The adjusted
         recommendations  will  be  submitted  by the CEO to the  Committee  for
         approval.

         Effective with the Plan Year beginning 1996 and  thereafter,  a portion
         of each award payable will be paid in the form of DynCorp Common Stock.
         Twenty  percent of the total award will be paid in the aggregate in the
         form of stock and  withholding  taxes and Savings and  Retirement  Plan
         (SARP)  deferrals due thereon.  The remaining 80% of the award,  net of
         any   reductions   by  reason  of  the  Key   Executives   Share-Option
         Compensation  Plan, will be paid in the aggregate in cash,  withholding
         taxes and SARP deferrals.

         Bonus award  payments are made following  approval by the  Compensation
         Committee at its annual spring meeting.

         Nothing in the Plan or in any action taken hereunder  shall  constitute
         any contract of employment  or affect the Company's  right to terminate
         at any time and for any reason the  employment of any employee who is a
         participant in the Plan.


<PAGE>





                                    Exhibit I

                           Sample Award Calculations



The following examples  illustrate how the Plan formula will be applied
to calculate the incentive  award for a Corporate  Staff  executive and
for a Strategic Business Unit line executive.

A.       Sample Award Calculation:   Corporate Staff executive

Target formula:
        0.80 DynCorp Financial Performance + 0.20 Individual Performance = 1.00

         ASSUMPTIONS:


            Base Salary                                $108,000

            Target Award Percentage                                        30%

            Target Award                              $  32,400

            Company Financial Performance Factor                           80%
             (actual EPS $1.60 / EPS Objective $2.00)

            Individual Performance Factor                                  90%



                                Award Calculation


                             Performance                       % of Component
       Component               Factor         Weighting        Target % Payable

       Company
       Financial                80%      X       80%      =       64%        +

       Individual
       Performance              90%      X       20%      =       18%        =


                  Percent of Total Target Award Payable   =       82%

             Actual Award Amount = 82% of $32,400 = $26,568  (Round to $26,600)


<PAGE>




B.       Sample Award Calculation:   Strategic Business Unit Manager.

Target formula: .20 SBA RONA Performance + .30 SBU RONA Performance + .30 SBU
Revenue  Performance + 0.20 Individual Performance = 1.0


         ASSUMPTIONS:


            Base Salary                                 $  108,000

            Target Award Percentage                                      30%

            Target Award                               $    32,400

            SBA Financial Performance Factor                             80%

            SBU RONA Performance Factor                                 100%

            SBU Revenue Factor                                          110%

            Individual Performance Factor                                75%



                             Award Calculation


                              Performance                       % of Component
         Component               Factor      Weighting          Target % Payable

      SBA Financial Performance   80%    X     20%        =          16%     +

      SBU RONA Performance       100%    X     30%        =          30%     +

      SBU Revenue Performance    110%    X     30%        =          33%     +

      Individual Performance      75%    X     20%        =          15%     =


                 Percent of Total Target Award Payable  =            94%

         Actual Award Amount = 94% of $32,400 = $30,456 (Round to $32,500)