DynCorp
                       1999 LONG-TERM INCENTIVE STOCK PLAN
                             (Adopted March 3, 1999)

1.       PURPOSE.

The purposes of the DynCorp 1999 Long-Term Incentive Stock Plan (the "Plan") are
to advance the interests of the Company and its  shareholders  by  strengthening
the ability of the  Company to  attract,  retain,  and reward  highly  qualified
directors,  officers, and other employees,  to motivate them to achieve business
objectives  established  to promote the  long-term  growth,  profitability,  and
success of the Company,  and to encourage their ownership of the Common Stock of
the Company.  The Plan  authorizes  performance-based  stock and cash  incentive
compensation in the form of stock options, stock appreciation rights, restricted
stock, performance grants and awards, and other stock-based grants and awards.

2.       DEFINITIONS.

For the  purposes of the Plan,  the  following  terms  shall have the  following
meanings:

(a)  "Adjusted Net Income"  means,  with respect to any calendar or other fiscal
year of the  Company,  the  amount  reported  as  "Net  Income"  in the  audited
Consolidated  Income Statement of the Company and Subsidiaries for such year (as
set  forth in the  Company's  Annual  Report  to  Shareholders  for such  year),
adjusted to exclude any of the  following  items:  (i)  extraordinary  items (as
described in Accounting  Principles  Board Opinion No. 30); (ii) gains or losses
on the disposition of discontinued  operations;  (iii) the cumulative effects of
changes in  accounting  principles;  (iv) the  writedown  of any asset;  and (v)
charges for restructuring and rationalization programs.

(b) "Annual Net Income Per Share"  means,  with respect to any calendar or other
fiscal year of the Company in respect of which a determination  thereof is being
or to be made,  the  Adjusted  Net Income for such year  divided by the  average
number of shares of Common Stock outstanding during such year.

(c) "Award"  means any payment or settlement in respect of a grant made pursuant
to the Plan, whether in the form of shares of Common Stock or in cash, or in any
combination thereof.

(d) "Board of Directors" means the Board of Directors of the Company.

(e) "Change in Control"  means any of the  following:  (i) any "person" (as such
term is used in  Sections  13(d) and 14(d) of the  Exchange  Act),  other than a
trustee or other fiduciary holding  securities under an employee benefit plan of
DynCorp or its subsidiaries, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange  Act),  directly or  indirectly,  of securities of
DynCorp  representing  more than 35% of the  combined  voting power of DynCorp's
then-outstanding  securities; or (ii) during any period of two consecutive years
(not including any period prior to the execution of this Agreement), individuals
who at the  beginning of such period  constitute  the Board and any new director
(other than a director  designated by a person who has entered into an agreement
with  DynCorp  to  effect  a  transaction  described  in  clause  (iii)  of this
definition)  whose election by the Board or nomination for election by DynCorp's
Shareholders  was  approved  by a  vote  of at  least  two-thirds  (2/3)  of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or (iii) the shareholders
of  DynCorp  approve  a merger  or  consolidation  of  DynCorp  with  any  other
corporation,  other than a merger or  consolidation  which  would  result in the
voting securities of DynCorp outstanding immediately prior thereto continuing to
represent  (either by remaining  outstanding  or by being  converted into voting
securities of the surviving entity) at least 80% of the combined voting power of
the voting  securities  of the  Company  or such  surviving  entity  outstanding
immediately after such merger or  consolidation,  or the shareholders of DynCorp
approve a plan of complete  liquidation  of DynCorp or an agreement for the sale
or disposition by DynCorp of all or substantially all DynCorp's assets.

(f) "Code"  means the Internal  Revenue  Code of 1986,  as amended and in effect
from time to time, or any successor statute thereto, together with the published
rulings, regulations and interpretations duly promulgated thereunder.

(g) "Committee"  means the Compensation  Committee of the Board of Directors
established and constituted as provided in Section 5 of the Plan.

(h) "Common  Stock" means the common  stock,  par value $0.10 per share,  of the
Company,  or any  security  issued by the  Company in  substitution  or exchange
therefor or in lieu thereof.

(i) "Common Stock Equivalent"  means a Unit (or fraction thereof,  if authorized
by the Committee)  substantially  equivalent to a  hypothetical  share of Common
Stock,  credited  to a  Participant  and having a value at any time equal to the
Fair Market Value of a share of Common Stock (or such fraction  thereof) at such
time.

(j)  "Company"  means  DynCorp,  a  Delaware   corporation,   or  any  successor
corporation.

(k)  "Covered Employee" means any person who is a "covered employee" within the
meaning of Section 162(m) of the Code.

(l) "Cumulative Net Income" means,  in respect of any  Performance  Period,  the
aggregate cumulative amount of the Adjusted Net Income for the calendar or other
fiscal years of the Company during such Performance Period.

(m)  "Cumulative  Net  Income Per Share"  means,  in respect of any  Performance
Period,  the aggregate  cumulative amount of the Annual Net Income Per Share for
the  calendar  or other  fiscal  years of the Company  during  such  Performance
Period.

(n) "Director" means a member of the Board of Directors who is not an Employee.

(o) "Dividend  Equivalent"  means,  in respect of a Common Stock  Equivalent and
with respect to each dividend payment date for the Common Stock, an amount equal
to the cash  dividend  on one share of Common  Stock  payable  on such  dividend
payment date.

(p) "Employee"  means any individual,  including any officer of the Company or a
Subsidiary,  who is on the active payroll of the Company or a Subsidiary falling
within Bands 1 through 4 of the DynCorp Executive/Senior Management Compensation
Program or, in the event the  Subsidiary  does not  participate in such Program,
employed at a level determined by the Committee to be commensurate therewith.

(q) "Exchange Act" means the Securities  Exchange Act of 1934, as amended and in
effect  from  time to time,  including  all rules  and  regulations  promulgated
thereunder.

(r)  "Fair  Market  Value"  means,  in  respect  of any date on or as of which a
determination  thereof is being or to be made,  the most recent  DynEx  Internal
Stock  Market  valuation,  or, if the Common  Stock of the  Company is  publicly
traded on a national stock  exchange,  the average of the high and low per share
sale prices of the Common Stock  reported on such exchange on such date,  or, if
the Common Stock was not traded on such date, on the next preceding day on which
sales of shares of the Common Stock were reported on such exchange.

(s) "Incentive Stock Option" means any option to purchase shares of Common Stock
granted  pursuant to the provisions of Section 6 of the Plan that is intended to
be and is  specifically  designated  by the  Committee  as an  "incentive  stock
option" within the meaning of Section 422A of the Code.

(t)  "Non-Qualified  Stock Option" means any option to purchase shares of Common
Stock granted pursuant to the provisions of Section 6 of the Plan that is not an
Incentive Stock Option.

(u)  "Participant"  means any Director of the Company or Employee of the Company
or a Subsidiary who receives a grant or Award under the Plan.

(v)  "Performance  Award"  means the number of shares of Common Stock and/or the
amount of cash earned and payable in settlement of a Performance  Grant pursuant
to Section 9.

(w)  "Performance  Grant" means a grant made  pursuant to Section 9 of the Plan,
the Award of which is  contingent  on the  achievement  of specific  Performance
Goals  during a  Performance  Period,  determined  using a specific  Performance
Measure, all as specified in the grant agreement relating thereto.

(x) "Performance Goals" mean, with respect to any applicable grant made pursuant
to the Plan, the one or more targets,  goals or levels of attainment required to
be achieved in terms of the specified  Performance  Measure during the specified
Performance Period, all as set forth in the related grant agreement.

(y)  "Performance  Measure"  means,  with respect to any  applicable  grant made
pursuant to the Plan, one or more of the criteria  identified at Section 9(c) of
the  Plan  selected  by the  Committee  for the  purpose  of  establishing,  and
measuring  attainment of,  Performance Goals for a Performance Period in respect
of such grant, as provided in the related grant agreement.

(z)  "Performance  Period"  means,  with  respect to any  applicable  grant made
pursuant to the Plan,  the one or more periods of time,  which may be of varying
and  overlapping  durations,  as the  Committee  may  select  during  which  the
attainment  of one or more  Performance  Goals  will be  measured  to  determine
whether,  and the extent to which, a Participant is entitled to receive  payment
of an Award pursuant to such grant.

(aa) "Plan" means this 1999 Long-Term  Incentive Stock Plan, as set forth herein
and as hereafter amended from time to time in accordance with the terms hereof.

(bb)  "Restricted  Stock"  means  shares of Common  Stock  issued  pursuant to a
Restricted Stock Grant under Section 8 of the Plan so long as such shares remain
subject to the  restrictions  and  conditions  specified in the grant  agreement
pursuant to which such Restricted Stock Grant is made.

(cc)  "Restricted Stock Grant" means a grant made pursuant to the provisions of
Section 8 of the Plan.

(dd) "Stock  Appreciation Right" means a grant in the form of a right to benefit
from the  appreciation  of the Common  Stock made  pursuant  to Section 7 of the
Plan.

(ee) "Stock-Based Grant" means a grant made pursuant to Section 10 of the Plan.

(ff) "Stock  Option" means and includes any  Non-Qualified  Stock Option and any
Incentive Stock Option granted pursuant to Section 6 of the Plan.

(gg) "Subsidiary"  means any corporation or entity in which the Company directly
or indirectly  owns or controls 50% or more of the equity  securities  issued by
such  corporation  or  entity  having  the  power  to vote for the  election  of
directors;  provided,  however,  that in the case of  Incentive  Stock  Options,
Grants shall be limited to Employees of corporations.

(hh) "Unit" means a bookkeeping  entry used by the Company to record and account
for the grant,  settlement  or, if  applicable,  deferral of an Award until such
time as such Award is paid, canceled,  forfeited or terminated,  as the case may
be, which, except as otherwise specified by the Committee, shall be equal to one
Common Stock Equivalent.

3.       EFFECTIVE DATE; TERM.

(a)      EFFECTIVE DATE.  The Plan shall be effective on March 1, 1999.

(b) TERM. The Plan shall remain in effect until February 29, 2004, unless sooner
terminated by the Board of Directors.  Termination  of the Plan shall not affect
grants and Awards then outstanding.

4.       SHARES OF COMMON STOCK SUBJECT TO PLAN.

(a) MAXIMUM NUMBER OF SHARES  AVAILABLE FOR ISSUANCE UNDER THE PLAN. The maximum
aggregate  number of shares of Common Stock which may be issued  pursuant to the
Plan,  subject to adjustment  as provided in Section 4(b) of the Plan,  shall be
eight  hundred  thousand  (800,000)  plus (i) any shares of Common  Stock issued
under the Plan that are forfeited back to the Company or are canceled,  and (ii)
any shares of Common Stock that are tendered, whether by physical delivery or by
attestation,  to the Company by a Participant as full or partial  payment of the
exercise price of any Stock Option  granted  pursuant to the Plan, in connection
with the payment or  settlement of any other grant or Award made pursuant to the
Plan, or in payment of any  applicable  withholding  for federal,  state,  city,
local or foreign income,  payroll or other taxes incurred in connection with the
exercise of any Stock Option or Stock  Appreciation Right granted under the Plan
or the receipt or  settlement  of any other  grant or Award under the Plan.  The
shares of Common Stock which may be issued under the Plan may be authorized  and
unissued shares or issued shares which have been  reacquired by the Company.  No
fractional  share of the Common Stock shall be issued under the Plan.  Awards of
fractional shares of the Common Stock, if any, shall be settled in cash.

(b) ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of any change in
the capital  structure,  capitalization or Common Stock of the Company such as a
stock dividend, stock split, recapitalization,  merger, consolidation, split-up,
combination or exchange of shares or other form of reorganization,  or any other
change affecting the Common Stock, such  proportionate  adjustments,  if any, as
the Board of Directors in its  discretion  may deem  appropriate to reflect such
change shall be made with respect to: (i) the maximum number of shares of Common
Stock which may be (1) issued  pursuant to the Plan, (2) the subject of any type
of grant or Award  under the Plan,  and (3)  granted,  Awarded  or issued to any
Participant  pursuant to any provision of the Plan; (ii) the number of shares of
Common Stock subject to any outstanding Stock Option,  Stock  Appreciation Right
or other grant or Award made to any  Participant  under the Plan;  (iii) the per
share  exercise  price in respect of any  outstanding  Stock  Options  and Stock
Appreciation Rights; (iv) the number of shares of Common Stock and the number of
Units or the value of such Units,  as the case may be,  which are the subject of
grants and Awards  then  outstanding  under the Plan;  and (v) any other term or
condition of any grant affected by any such change.

5.       ADMINISTRATION.

(a) THE  COMMITTEE.  The Plan shall be  administered  by the  Committee.  Action
approved in writing by a majority of the members of the  Committee  then serving
shall be fully as effective as if the action had been taken by unanimous vote at
a meeting duly called and held.  The Company shall make grants and effect Awards
under the Plan in  accordance  with the terms and  conditions  specified  by the
Committee,  which terms and  conditions  shall be set forth in grant  agreements
and/or other instruments in such forms as the Committee shall approve.

(b)  COMMITTEE  POWERS.  The  Committee  shall have full power and  authority to
operate and administer the Plan in accordance with its terms.  The powers of the
Committee include, but are not limited to, the power to: (i) select Participants
from among the  Employees of the Company and  Subsidiaries;  (ii)  establish the
types of, and the terms and  conditions of, all grants and Awards made under the
Plan,  subject to any applicable  limitations  set forth in, and consistent with
the express  terms of, the Plan;  (iii) make grants and pay or otherwise  effect
Awards subject to, and consistent with, the express provisions of the Plan; (iv)
establish  Performance  Goals,  Performance  Measures and  Performance  Periods,
subject to, and consistent with, the express  provisions of the Plan; (v) reduce
the  amount  of any grant or Award;  (vi)  prescribe  the form or forms of grant
agreements and other  instruments  evidencing  grants and Awards under the Plan;
(vii)  pay and to defer  payment  of Awards on such  terms and  conditions,  not
inconsistent  with  the  express  terms  of the  Plan,  as the  Committee  shall
determine; (viii) direct the Company to make conversions,  accruals and payments
pursuant  to the  Plan;  (ix)  construe  and  interpret  the  Plan  and make any
determination  of fact  incident to the operation of the Plan;  (x)  promulgate,
amend  and  rescind  rules  and  regulations  relating  to  the  implementation,
operation  and  administration  of the  Plan;  (xi)  adopt  such  modifications,
procedures  and subplans as may be necessary or  appropriate  to comply with the
laws of other countries with respect to Participants or prospective Participants
employed  in  such  other  countries;   (xii)  delegate  to  other  persons  the
responsibility for performing  administrative or ministerial acts in furtherance
of the Plan;  (xiii) engage the services of persons and firms,  including banks,
consultants and insurance  companies,  in furtherance of the Plan's  activities;
and  (xiv)  make all other  determinations  and take all  other  actions  as the
Committee may deem necessary or advisable for the  administration  and operation
of the Plan.

(c) SPECIAL  SUBCOMMITTEE.  When deemed  advisable by the  Committee,  a special
Subcommittee, consisting solely of members of the Committee who are not "outside
directors" as such term is used in Section  162(m) of the Code or  "non-employee
directors"  as such  term is used in  Section  16 of the  Exchange  Act,  may be
designated to act as the Committee and to make grants and Awards under the Plan.

(d) GRANTS BY BOARD OF  DIRECTORS.  Notwithstanding  any other  provision of the
Plan. the Board of Directors shall also have the power to make grants and Awards
under the Plan when such grants are to be made to Directors or to Employees  who
are designated as "officers" for purposes of Section 16 of the Exchange Act.

(e) COMMITTEE'S  DECISIONS FINAL. Any  determination,  decision or action of the
Committee in connection with the construction, interpretation, administration or
application of the Plan, and of any grant agreement,  shall be final, conclusive
and  binding  upon  all   Participants,   and  all  persons   claiming   through
Participants, affected thereby.

(f) ADMINISTRATIVE  ACCOUNTS.  For the purpose of accounting for Awards deferred
as to payment,  the Company shall establish  bookkeeping  accounts  expressed in
Units bearing the name of each Participant  receiving such Awards.  Each account
shall be unfunded,  unless  otherwise  determined by the Committee in accordance
with Section 15(d) of the Plan.

(g) CERTIFICATIONS.  In respect of each grant under the Plan to a Covered Person
which the Committee intends to be "performance based compensation" under Section
162(m) of the Code, the  provisions of the Plan and the related grant  agreement
shall be construed to confirm such intent, and to conform to the requirements of
Section  162(m) of the Code,  and the Committee  shall certify in writing (which
writing may include  approved  minutes of a meeting of the  Committee)  that the
applicable  Performance  Goal(s),   determined  using  the  Performance  Measure
specified  in the related  grant  agreement,  was  attained  during the relevant
Performance  Period at a level that equaled or exceeded  the level  required for
the payment of such Award in the amount  proposed to be paid and that such Award
does not exceed any applicable Plan limitation.

6.       STOCK OPTIONS.

(a) IN GENERAL.  Options to purchase shares of Common Stock may be granted under
the Plan and may be Incentive  Stock  Options or  Non-Qualified  Stock  Options;
provided however,  that Incentive Stock Option may not be granted until the Plan
has been approved by the stockholders of the Company. All Stock Options shall be
subject to the terms and  conditions  of this  Section 6 and shall  contain such
additional terms and conditions, not inconsistent with the express provisions of
the Plan,  as the  Committee  shall  determine.  Stock Options may be granted in
addition to, or in tandem with or  independent of Stock  Appreciation  Rights or
other grants and Awards under the Plan.  The  Committee  may grant Stock Options
that provide for the automatic grant of a replacement Stock Option if payment of
the  exercise  price and/or any related  withholding  taxes is made by tendering
(whether by physical  delivery or by  attestation)  shares of Common Stock or by
having shares of Common Stock  withheld by the Company.  The  replacement  Stock
Option  would cover the number of shares of Common  Stock  tendered or withheld,
would have a per share  exercise price equal to at least 100% of the Fair Market
Value of a share of Common  Stock on the date of the  exercise  of the  original
Stock Option, and would have such other terms and conditions as may be specified
by the Committee and set forth in the related grant agreement.

(b) ELIGIBILITY AND LIMITATIONS. Any Director of the Company and any Employee of
the Company or a Subsidiary  may be granted Stock Options.  The Committee  shall
determine,  in its  discretion,  the  Employees  to whom Stock  Options  will be
granted,  the timing of such  grants,  and the number of shares of Common  Stock
subject to each Stock Option  granted;  provided,  that, in respect of Incentive
Stock Options,  the aggregate  Fair Market Value  (determined as of the date the
Incentive Stock Option is granted) of the shares of Common Stock with respect to
which an Incentive  Stock  Option  becomes  exercisable  for the first time by a
Participant  during any calendar year shall not exceed  $100,000,  or such other
limit  as may be  required  by the  Code,  except  that,  if  authorized  by the
Committee  and provided for in the related grant  agreement,  any portion of any
Incentive  Stock  Option  that  cannot  be  exercised  as such  because  of this
limitation may be converted into and exercised as a Non-Qualified  Stock Option.
In no event shall any Stock Option or Stock  Appreciation  Right be granted to a
Participant in exchange for the  Participant's  agreement to the cancellation of
one or more  Stock  Options  or  Stock  Appreciation  Rights  then  held by such
Participant  if the  exercise  price of the new grant is lower than the exercise
price of the grant to be  cancelled  and in no event  shall any Stock  Option or
Stock  Appreciation  Right be  amended to reduce  the  option  price,  except as
contemplated by Section 4(b) of the Plan.

(c) OPTION  EXERCISE  PRICE.  The per share  exercise price of each Stock Option
granted under the Plan shall be  determined by the Committee  prior to or at the
time of grant,  but in no event shall the per share  exercise price of any Stock
Option be less than 100% of the Fair  Market  Value of the  Common  Stock on the
date of the grant of such Stock Option.

(d) OPTION TERM.  The term of each Stock Option shall be fixed by the Committee;
except that in no event shall the term of any Incentive  Stock Option exceed ten
years after the date such Incentive Stock Option is granted.

(e)  EXERCISABILITY.  A Stock Option shall be  exercisable at such time or times
and subject to such terms and conditions as shall be determined by the Committee
at the  date  of  grant;  provided,  however,  that no  Stock  Option  shall  be
exercisable  during  the first six months  after the date such  Stock  Option is
granted.  No Stock Option may be exercised  unless the holder  thereof is at the
time of such exercise an Employee is and has been continuously an Employee since
the date such Stock Option was granted, except as provided below and except that
the Committee may permit the exercise of any Stock Option for any period (not to
exceed 90 days in the case of an Incentive  Stock  Option  except in case of the
Participant's  death or disability)  following the Participant's  termination of
employment  not in excess of the original term of the Stock Option on such terms
and  conditions  as it shall deem  appropriate  and specify in the related grant
agreement.

A Stock Option may only be exercised by the  Participant  or, in the case of the
Participant's  death or disability,  by the Participant's  estate or other legal
representative.

Unless otherwise provided by the Committee, a Stock Option may only be exercised
within (i) 360 days following the Participant's retirement on or after age [65],
in the  case  of a  Non-Qualified  Stock  Option;  (ii) 90  days  following  the
Participant's retirement on or after age [65], in the case of an Incentive Stock
Option;  and  (iii)  180  days  following  termination  by  reason  of  death or
disability.

(f) METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in part, by
giving written notice of exercise to the Company specifying the number of shares
of Common Stock to be purchased.  Such notice shall be accompanied by payment in
full of the purchase price, plus any required  withholding taxes, in cash or, to
the extent  permitted  by law, in shares of Common  Stock  already  owned by the
Participant  valued at the Fair Market  Value of the Common Stock on the date of
exercise.  The Committee may also permit Participants,  either on a selective or
aggregate basis, to simultaneously exercise Stock Options and sell the shares of
Common Stock  thereby  acquired  pursuant to a brokerage or similar  arrangement
approved in advance by the  Committee  and to use the proceeds from such sale to
pay the exercise price and withholding taxes.

7.       STOCK APPRECIATION RIGHTS.

(a) IN GENERAL.  Stock Appreciation  Rights in respect of shares of Common Stock
may be  granted  under  the Plan  alone,  in  tandem  with,  in  addition  to or
independent  of a Stock  Option or other grant or Award under the Plan.  A Stock
Appreciation  Right  entitles a  Participant  to receive an amount  equal to the
excess  of the  Fair  Market  Value of a share  of  Common  Stock on the date of
exercise  over the Fair Market  Value of a share of Common  Stock on the date of
grant of the Stock Appreciation  Right, or such other higher price as may be set
by the  Committee,  multiplied  by the  number of shares  of Common  Stock  with
respect to which the Stock Appreciation Right shall have been exercised.

(b)  ELIGIBILITY.  Any Employee of the Company or a  Subsidiary  selected by the
Committee  may  be  granted  Stock  Appreciation  Rights.  The  Committee  shall
determine,  in its discretion,  the Employees to whom Stock Appreciation  Rights
will be  granted,  the timing of such  grants and the number of shares of Common
Stock in respect of which each Stock Appreciation Right is granted.

(c) EXERCISABILITY; EXERCISE; FORM OF PAYMENT. A Stock Appreciation Right may be
exercised by a Participant  at such time or times and in such manner as shall be
authorized by the Committee and set forth in the related grant agreement, except
that in no event  shall a Stock  Appreciation  Right be  exercisable  within the
first six months after the date of grant. The Committee may provide that a Stock
Appreciation  Right shall be  automatically  exercised on one or more  specified
dates.

No Stock Appreciation Right may be exercised unless the holder thereof is at the
time of exercise an Employee  and has been  continuously  an Employee  since the
date the Stock  Appreciation  Right was granted,  except that the  Committee may
permit the exercise of any Stock Appreciation Right for any period following the
Participant's  termination  of employment  not in excess of the original term of
the Stock  Appreciation  Right on such  terms and  conditions  as it shall  deem
appropriate  and specify in the related grant  agreement.  A Stock  Appreciation
Right may be  exercised,  in whole or in part,  by giving the  Company a written
notice  specifying  the number of shares of Common Stock in respect of which the
Stock  Appreciation Right is to be exercised.  Stock Appreciation  Rights may be
paid upon exercise in cash, in shares of Common Stock,  or in any combination of
cash and shares of Common Stock as determined by the Committee.

8.       RESTRICTED STOCK GRANTS AND AWARDS.

(a) IN GENERAL.  A Restricted Stock Grant is the issue of shares of Common Stock
in the  name of an  Employee,  which  issuance  is  subject  to such  terms  and
conditions  as  the  Committee  shall  deem  appropriate,   including,   without
limitation,  restrictions on the sale, assignment, transfer or other disposition
of such shares and the requirement that the Employee forfeit such shares back to
the Company (i) upon  termination of employment  for specified  reasons within a
specified  period of time,  or (ii) if any specified  Performance  Goals are not
achieved  during  a  specified  Performance  Period,  or  (iii)  if  such  other
conditions as the Committee may specify are not satisfied.

(b)  ELIGIBILITY.  Any Employee of the Company or a  Subsidiary  selected by the
Committee  may receive a Restricted  Stock  Grant.  The  Committee,  in its sole
discretion,  shall determine whether a Restricted Stock Grant shall be made, the
Employee  to  receive  the  Restricted  Stock  Grant,  and  the  conditions  and
restrictions imposed on the Restricted Stock Grant.

(c) RESTRICTION PERIOD.  Restricted Stock Grants shall provide that in order for
a  Participant  to  receive  shares of Common  Stock free of  restrictions,  the
Participant  must remain in the  employment of the Company or its  Subsidiaries,
subject to such exceptions as the Committee  shall deem  appropriate and specify
in the  related  grant  agreement,  for a period  of not less than  three  years
commencing  on the date of the grant and  ending on such  later date or dates as
the Committee may designate at the time of the grant (the "Restriction Period").
The Committee, in its sole discretion, may provide for the lapse of restrictions
in installments  during the Restriction Period. The Committee may also establish
one or more  Performance  Goals that are  required to be achieved  during one or
more  Performance  Periods within the  Restriction  Period as a condition to the
lapse of the restrictions.

(d) RESTRICTIONS.  The following restrictions and conditions shall apply to each
Restricted Stock Grant during the Restriction  Period: (i) the Participant shall
not be  entitled  to  delivery  of the  shares  of the  Common  Stock;  (ii) the
Participant may not sell, assign,  transfer,  pledge,  hypothecate,  encumber or
otherwise  dispose of or realize  on the shares of Common  Stock  subject to the
Restricted  Stock  Grant;  and (iii) the  shares of the Common  Stock  issued as
Restricted  Stock shall be forfeited to the Company if the  Participant  for any
reason  ceases to be an  Employee  prior to the end of the  Restriction  Period,
except  due  to  circumstances  specified  in the  related  grant  agreement  or
otherwise approved by the Committee.  The Committee may in, its sole discretion,
include such other restrictions and conditions as it may deem appropriate.

(e) PAYMENT.  Upon  expiration of the  Restriction  Period and if all conditions
have been satisfied and any applicable Performance Goals attained, the shares of
the  Restricted  Stock will be made  available  to the  Participant,  subject to
satisfaction   of  applicable   withholding  tax   requirements,   free  of  all
restrictions;  provided, that the Committee may, in its discretion,  require (i)
the  further  deferral  of any  Restricted  Stock  Grant  beyond  the  initially
specified  Restriction Period, (ii) that the Restricted Stock be retained by the
Company,  and  (iii)  that the  Participant  receive a cash  payment  in lieu of
unrestricted shares of Common Stock.

(f) RIGHTS AS A SHAREHOLDER. A Participant shall have, with respect to shares of
Restricted  Stock, all of the rights of a shareholder of the Company,  including
the right to vote the shares and receive any cash dividends paid thereon.  Stock
dividends  distributed  with  respect  to shares of  Restricted  Stock  shall be
treated as  additional  shares  under the  Restricted  Stock  Grant and shall be
subject to the restrictions and other terms and conditions set forth therein.

9.       PERFORMANCE GRANTS AND AWARDS.

(a) ELIGIBILITY  AND TERMS.  The Committee may grant to Employees of the Company
and its Subsidiaries the prospective  contingent  right,  expressed in Units, to
receive  payments of shares of Common Stock,  cash or any  combination  thereof,
with each Unit  equivalent in value to one share of Common Stock,  or equivalent
to such other value or monetary  amount as may be designated or  established  by
the  Committee,  based upon  Company  performance  over a specified  Performance
Period.  The Committee shall, in its sole discretion,  determine the officers of
the Company and other key Employees eligible to receive  Performance  Grants. At
the time each  Performance  Grant is made,  the  Committee  shall  establish the
Performance  Period,  the Performance  Measure,  and the Performance Goals to be
attained  relative to such  Performance  Measure in respect of such  Performance
Grant. The number of shares of Common Stock and/or the amount of cash earned and
payable in settlement  of a Performance  Grant shall be determined at the end of
the Performance Period (a "Performance Award").

(b) PERFORMANCE  GOALS,  PERFORMANCE  MEASURES,  AND PERFORMANCE  PERIODS.  Each
Performance  Grant shall provide that, in order for a Participant  to receive an
Award of all or a portion of the Units subject to such  Performance  Grant,  the
Company must achieve  certain  Performance  Goals over a designated  Performance
Period having a minimum duration of one year, with attainment of the Performance
Goals determined using a specific Performance Measure. The Performance Goals and
Performance Period shall be established by the Committee in its sole discretion.
The Committee shall establish a Performance  Measure for each Performance Period
for  determining  the portion of the  Performance  Grant which will be earned or
forfeited  based on the extent to which the  Performance  Goals are  achieved or
exceeded.  In setting  Performance  Goals,  the  Committee may use a Performance
Measure  based on any  one,  or on any  combination,  of the  following  Company
performance  factors as the Committee deems  appropriate:  (i) stock price; (ii)
earnings per share,  (iii) Cumulative Net Income Per Share;  (iv) Cumulative Net
Income;  (v) return on sales;  (vi) total  shareholder  return;  (vii) return on
assets;  (viii) economic value added; (ix) cash flow; (x) return on equity;  and
(xi) cumulative  operating  income (which shall equal  consolidated  sales minus
cost of goods sold and selling, administrative and general expense). Performance
Goals may include  minimum,  maximum and target levels of performance,  with the
size of Performance  Award based on the level attained.  Once established by the
Committee  and  specified  in the  grant  agreement,  and  if and to the  extent
provided in or required by the grant  agreement,  the Performance  Goals and the
Performance Measure in respect of any Performance Grant (or any Restricted Stock
Grant or Stock-Based  Grant that requires the attainment of Performance Goals as
a  condition  to the Award)  shall not be  changed.  The  Committee  may, in its
discretion, eliminate or reduce (but not increase) the amount of any Performance
Award (or Restricted Stock or Stock-Based Award) that otherwise would be payable
to a Participant upon attainment of the Performance Goal(s).

(c) FORM OF GRANTS.  Performance Grants may be made on such terms and conditions
not inconsistent  with the Plan, and in such form or forms, as the Committee may
from time to time approve.  Performance Grants may be made alone, in addition to
in tandem  with,  or  independent  of other  grants and  Awards  under the Plan.
Subject  to the terms of the  Plan,  the  Committee  shall,  in its  discretion,
determine  the  number of Units  subject  to each  Performance  Grant  made to a
Participant  and the Committee may impose  different terms and conditions on any
particular Performance Grant made to any Participant. The Performance Goals, the
Performance  Period or Periods,  and the  Performance  Measure  applicable  to a
Performance Grant shall be set forth in the relevant grant agreement.

(d) PAYMENT OF AWARDS.  Each Participant shall be entitled to receive payment in
an amount equal to the aggregate Fair Market Value (if the Unit is equivalent to
a share of Common Stock), or such other value as the Committee shall specify, of
the Units earned in respect of such Performance Award.  Payment in settlement of
a Performance  Award may be made in shares of Common  Stock,  in cash, or in any
combination  of  Common  Stock  and  cash,  and at such  time or  times,  as the
Committee, in its discretion, shall determine.
10.      OTHER STOCK-BASED GRANTS AND AWARDS.

(a) IN GENERAL.  The Committee  may make other  Stock-Based  Grants  pursuant to
which Common Stock is, or in the future may be,  acquired by  Participants,  and
other grants and Awards to Participants  denominated in Common Stock Equivalents
or other Units. Such Stock-Based  Grants may be granted alone or in addition to,
in tandem with, or  independent  of any other grant made or Award effected under
the Plan.

(b)  ELIGIBILITY  AND  TERMS.  The  Committee  may make  Stock-Based  Grants  to
Directors  of the Company  and  Employees  of the Company and its  Subsidiaries.
Subject to the  provisions of the Plan,  the Committee  shall have  authority to
determine  the  Employees to whom,  and the time or times at which,  Stock-Based
Grants will be made, the number of shares of Common Stock, if any, to be subject
to or  covered  by each  Stock-Based  Grant,  and any and all  other  terms  and
conditions of each Stock-Based Grant.

(c) FORM OF GRANTS;  PAYMENT OF AWARDS.  Stock-Based  Grants may be made in such
form or forms and on such terms and  conditions,  including  the  attainment  of
specific Performance Goals, as the Committee, in its discretion,  shall approve.
Payment of Stock-Based Awards may be made in cash, in shares of Common Stock, or
in any  combination  of cash and  shares  of Common  Stock,  and at such time or
times, as the Committee shall determine.

11.      DEFERRALS.

The Committee may,  whether at the time of grant or at anytime  thereafter prior
to payment or settlement,  require a Participant to defer, or permit (subject to
such  conditions as the Committee may from time to time establish) a Participant
to elect to defer,  receipt  of all or any  portion  of any  payment  of cash or
shares of Common  Stock  that  would  otherwise  be due to such  Participant  in
payment or  settlement  of any Award  under the Plan.  If any such  deferral  is
required by the Committee (or is elected by the Participant  with the permission
of the  Committee),  the Committee shall establish rules and procedures for such
payment  deferrals.  The  Committee  may provide for the payment or crediting of
interest,  at such rate or rates as it shall in its discretion deem appropriate,
on such  deferred  amounts  credited  in cash and the  payment or  crediting  of
dividend  equivalents  in respect of deferred  amounts  credited in Common Stock
Equivalents.  Deferred  amounts may be paid in a lump sum or in  installments in
the  manner  and to the  extent  permitted,  and in  accordance  with  rules and
procedures established, by the Committee.

12.      NON-TRANSFERABILITY OF GRANTS AND AWARDS.

No grant or Award under the Plan, and no right or interest therein, shall be (i)
assignable,  alienable or transferable  by a Participant,  except by will or the
laws of descent and distribution, or (ii) subject to any obligation, or the lien
or claims of any  creditor,  of any  Participant,  or (iii) subject to any lien,
encumbrance or claim of any party made in respect of or through any Participant,
however arising.  During the lifetime of a Participant,  Stock Options and Stock
Appreciation  Rights are exercisable  only by, and shares of Common Stock issued
upon  the  exercise  of  Stock  Options  and  Stock  Appreciation  Rights  or in
settlement  of other  Awards  will be  issued  only to,  and other  payments  in
settlement of any Award will be payable only to, the  Participant  or his or her
legal representative.

The Committee may, in its sole  discretion,  authorize  written  designations of
beneficiaries  and authorize  Participants to designate  beneficiaries  with the
authority to exercise Stock Options and Stock  Appreciation  Rights granted to a
Participant in the event of his or her death. Notwithstanding the foregoing, the
Committee  may,  in its sole  discretion  and on and  subject  to such terms and
conditions as it shall deem appropriate, which terms and conditions shall be set
forth in the related grant  agreement:  (i) authorize a Participant  to transfer
all or a portion of any Non-Qualified  Stock Option or Stock Appreciation Right,
as the case may be,  granted  to such  Participant;  provided,  that in no event
shall  any  transfer  be  made  to  any  person  or  persons   other  than  such
Participant's  spouse,  children or grandchildren,  or a trust for the exclusive
benefit of one or more such persons,  which  transfer must be made as a gift and
without  any  consideration;  and  (ii)  provide  for the  transferability  of a
particular grant or Award pursuant to a qualified  domestic relations order. All
other  transfers and any  retransfer by any permitted  transferee are prohibited
and any such  purported  transfer  shall be null and void.  Each Stock Option or
Stock  Appreciation  Right which becomes the subject of permitted  transfer (and
the  Participant  to whom it was granted by the  Company)  shall  continue to be
subject to the same terms and conditions as were in effect  immediately prior to
such permitted transfer. The Participant shall remain responsible to the Company
for the payment of all withholding taxes incurred as a result of any exercise of
such Stock Option or Stock Appreciation Right.

In no event shall any permitted transfer of a Stock Option or Stock Appreciation
Right  create  any right in any party in  respect  of any  Stock  Option,  Stock
Appreciation  Right or other  grant  or  Award,  other  than the  rights  of the
qualified transferee in respect of such Stock Option or Stock Appreciation Right
specified in the related grant agreement.

13.      CHANGE IN CONTROL.

In the  event of a Change  in  Control  of the  Company,  except as the Board of
Directors comprised of a majority of Continuing  Directors may expressly provide
otherwise,  and notwithstanding any other provision of the Plan to the contrary:
(i) all Stock  Options  and Stock  Appreciation  Rights then  outstanding  shall
become fully exercisable as of the date of the Change in Control, whether or not
then  exercisable;  (ii) all  restrictions  and  conditions  in  respect  of all
Restricted  Stock Grants then  outstanding  shall be deemed  satisfied as of the
date of the  Change  in  Control;  and (iii) all  Performance  Grants  and other
Stock-Based  Grants  shall be deemed to have been fully  earned,  at the maximum
amount of the award opportunity specified in the grant agreement, as of the date
of the Change in Control.

14.      GENERAL PROVISIONS

(a) EFFECT ON EMPLOYMENT.  Neither the adoption of this Plan, its operation, nor
any documents  describing or referring to this Plan (or any part thereof)  shall
confer upon any individual any right to continued employment with the Company or
in any way affect any right and power of the Company to terminate the employment
of any employee at any time with or without assigning a reason thereof.

(b)  UNFUNDED  PLAN.  The Plan,  insofar as it  provides  for  grants,  shall be
unfunded, and the Company shall not be required to segregate any assets that may
at any time be  represented  by grants  under this Plan.  Any  liability  of the
Company to any person  with  respect to any grant under this Plan shall be based
solely upon any  contractual  obligations  that may be created  pursuant to this
Plan.  No such  obligation  of the  Company  shall be deemed to be  secured by a
pledge of, or other encumbrance on, any property of the Company.

(c)  RULES OF  CONSTRUCTION.  Headings  are given to the  sections  of this Plan
solely as a convenience to facilitate  reference.  The reference to any statute,
regulation,  or  other  provision  of law  shall  be  construed  to refer to any
amendment to or successor of such provision of law.

(d) NO  OBLIGATION  TO EXERCISE.  No grant or Award shall impose any  obligation
upon the Participant to exercise such grant or Award.

(e)  GOVERNING  LAW.  The  validity,  construction  and  effect of the Plan,  of
Agreements  entered into  pursuant to the Plan,  and of any rules,  regulations,
determinations or decisions made by the Compensation  Committee  relating to the
Plan or such  Agreements,  and the  rights  of any  and all  persons  having  or
claiming  to have any  interest  therein  or  thereunder,  shall  be  determined
exclusively  in  accordance  with  applicable  federal  laws and the laws of the
Commonwealth of Virginia, without regard to its conflict of laws rules.