Specimen of Common Stock Certificate



 Exhibit 4.4 
  


					
	CLASS A COMMON STOCK	 	 	 	CLASS A COMMON STOCK
			
	[GRAPHIC]	 	[GRAPHIC]	 	[GRAPHIC]
	NUMBER	 	DynCorp	 	SHARES
			
	 THIS CERTIFICATE IS
 TRANSFERABLE IN CRANFORD, NJ
 AND NEW YORK, NY
	 	 DYNCORP INTERNATIONAL INC.
 INCORPORATED UNDER THE LAWS
 OF THE STATE OF DELAWARE
	 	 SEE REVERSE FOR CERTAIN
 DEFINITIONS
CUSIP 26817C 101


  
 THIS CERTIFIES THAT

  
  
  
 is the record holder of 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF 
  
 DYNCORP INTERNATIONAL INC. 
  
 transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 
  
 Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 CERTIFICATE OF STOCK 
  
 DATED: 
  

					
			
	  	 	 DynCorp International Inc.
 CORPORATE
 SEAL
 2004
 DELAWARE
 X
	  	  
	SECRETARY	 	  	PRESIDENT

  

			
	 Countersigned and Registered:

	 THE BANK OF NEW YORK
 Transfer Agent and Registrar

		
	By	 	 
	 	 	 Authorized Signature










 DYNCORP INTERNATIONAL INC. 
  
 The Corporation will furnish without charge to each shareholder who so requests a full statement of the designation,
relative rights, preferences and limitations of each class of stock of this Corporation authorized to be issued; the designation, relative rights, preferences, and limitations of each series thereof so far as the same have been prescribed; and the
authority of the Board of Directors of this Corporation to designate and prescribe the relative rights, preferences and limitations of other series. 
  
 This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between DynCorp International Inc.
(the “Company”) and The Bank of New York (the “Rights Agent”) dated as of                     , 2006 (the “Rights
Agreement”), and as the same may be amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in
the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by subsequent holder, may become null and void. 
  
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or regulations: 
  

									
	TEN COM	 	-	 	as tenants in common	  	UNIF GIFT MIN ACT-	 	                      Custodian              
    
	TEN ENT	 	-	 	as tenants by the entireties	  	 	 	    (Cust)                            (Minor)
	JT TEN	 	-	 	as joint tenants with right of survivorship and not as tenants in common	  	 	 	under Uniform Gifts to Minors
Act
                        
            (State)

  
 Additional
abbreviations may also be used though not in the above list. 
  

			
	For value received,	 	hereby sell, assign and transfer unto
		
	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE	 	 

  
  

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 
  
                          shares of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
                                        
Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 
  
 Dated:                     
20     
  

	
	 
	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
	
	 
	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


  

			
		
	 By
	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANK, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS OR CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

  
 KEEP THIS CERTIFICATE IN A SAFE
PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.