Exhibit 10.3

                                     DynCorp
                         Executive Incentive Plan (EIP)

                               Revised March, 1997

I.       PURPOSE

         The purpose of the Executive  Incentive  Plan (the Plan) is to motivate
         and reward key  executives  for their  achievement  of  preestablished,
         measurable  objectives  that have  significant and direct impact on the
         overall success of the company and its business.

II.      GENERAL DESCRIPTION

         At  the  beginning  of  the  Plan  year,  company  and  unit  financial
         objectives,  individual  objectives,  and target  incentive award level
         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.     RESPONSIBILITIES

         A.       The Corporate Vice President Human Resources is responsible
                  for administering the Plan.

         B.       Strategic  Business Unit (SBU)  Executives and Corporate Staff
                  Officers are  responsible  for nominating  Plan  participants,
                  recommending appropriate individual performance objectives for
                  Plan  participants  from  their  respective  organizations  or
                  functions, evaluating participant performance and recommending
                  individual incentive award amounts.

         C.       The Chief Executive Officer (CEO) is responsible for approving
                  Plan  participants,  approving  group financial and individual
                  objectives,   approving   individual   target  award   levels,
                  recommending actual incentive  payments,  and recommending any
                  deviations from the Plan.

         D.       The  Compensation  Committee  of the Board of  Directors  (the
                  Committee)  is  responsible  for amending the Plan,  approving
                  plan participants,  establishing company financial objectives,
                  and approving actual incentive payments.

  IV.    DEFINITIONS

         A.       Adjusted Operating Profit (AOP)

                  Operating profit less a Net Asset Adjustment.

         B.       Average Net Assets

                  The average of the net assets  assigned to the  organizational
                  unit at the  beginning of the Plan Year and at the end of each
                  month  during the year  through  November.  The net asset base
                  will be the total assets assigned to said operation reduced by
                  any non-interest bearing liabilities attributable to the unit,
                  and exclusive of intercompany accounts,  marketable securities
                  and other non-operating accounts assigned to the Company.

         C.       Base Salary

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

         D.       EBITDA

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

         E.       Net Asset Adjustment

                  The  average  net  assets  times a Net Asset  Adjustment.  The
                  percentage  adjustment shall be at least equal to the weighted
                  average of the  company's  projected  cost of capital  for the
                  Plan Year. Only under  extraordinary  circumstances  will this
                  percentage  be set at less than  12%.  The  projected  cost of
                  capital  for each year will be as  established  in that year's
                  business plan.

         F.       Operating Profit

                  Earnings of the applicable  organizational unit (i.e., branch,
                  division,  subsidiary,  group, etc.,) after ESOP and after all
                  accruals,  but before the Company's G&A Expense,  Interest and
                  Dividend Income,  Interest  Expense,  Net Asset Allocation and
                  taxes on income.

         G.       Plan Year

                  The  period  commencing  January 1 and  ending  December  31
                  of the year for which  performance  is being measured.

         H.       Target Award

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

V.       ELIGIBILITY

         Eligibility  for  participation  in the  Plan  will be  limited  to key
         executives  in Corporate  Headquarters  and in the  strategic  business
         units or major P&L  Centers  who have  significant  impact  on  company
         strategy, performance and profitability and who hold selected positions
         as senior line executives at the SBU or major P&L Center level, or as a
         major  staff  functional  head at the  Corporate,  SBU level,  or major
         project site.

         All  participants  in the Plan must be approved by the  Committee  upon
         recommendation by the CEO.

         A minimum  of six  months  in an  eligible  position  is  required  for
         participation in the Plan. Participation for individuals with less than
         six months must be approved by the CEO as an exception to the plan.

         With the exception of  disability,  retirement  or death,  participants
         must be actively (on the  payroll)  employed on the date the awards are
         paid in order to receive an incentive  award.  At its sole  discretion,
         DynCorp  may  make an  award to a  former  employee,  or to the  former
         employee's estate, in such amount as the Company may deem appropriate.

         Participation   in  the  Plan  terminates  on  the  date  the  employee
         terminates   employment   with  the  Company,   whether   voluntary  or
         involuntary.

         Participation  in the Plan precludes  eligibility for  participation in
         any other annual incentive plan provided by the company.

VI.      FUNDING

         At the beginning of each Plan year, a target pool, equal to 100% of the
         target award  amounts for all  participants,  will be  established  and
         accrued  for during the year.  The target pool  represents  the maximum
         amount that can be awarded  unless overall  company EBITDA  achievement
         exceeds the plan  objective.  Payment of an amount greater than or less
         than the target pool will be at the sole discretion of the Committee.

VII.     TARGET AWARDS

         At the  beginning of each Plan year, a target  award,  expressed in the
         form of a dollar amount, will be established for each participant based
         on the  percentage  of base salary  applicable  to the salary  grade to
         which  he  or  she  has  been   assigned.   Target  awards  range  from
         approximately 30% to 60% (in 5% increments) of the  participant's  base
         salary. For employees who are not employed for the entire plan year due
         to death,  disability,  retirement or being a new hire the Target Award
         will be  prorated  based  upon the  number  of months  employed  by the
         Company as a  percentage  of the full Plan  Year.  Target  awards  that
         deviate from the standard for a given  position  require CEO  approval,
         subject to the provisions of Section V.

VIII.    PERFORMANCE MEASUREMENT COMPONENTS

         In order to  reinforce  the need for  DynCorp  executives  to achieve a
         balanced  performance  against  financial and  non-financial  criteria,
         incentive  awards  under  the EIP will be based on team and  individual
         achievements in the following three areas:

         A.       The Financial Performance of DynCorp:

                  DynCorp will reward participants for the results of their team
                  efforts,  as  measured  by the  financial  performance  of the
                  company in relation to established financial objectives.  This
                  component  seeks to  reinforce  the need for  participants  to
                  support  achievement  of the  company's  objectives by sharing
                  people,   technology,   information,   and  resources   across
                  organizations.

                  The financial performance of the company will have a weighting
                  of 60% for Corporate Staff  participants and 20% for all other
                  participants.

         B.       The Financial Performance of the Organizational Unit:

                  The financial  performance of the appropriate SBU or major P&L
                  Center   will  be  given  the   heaviest   weighting   in  the
                  determination of incentive awards for participants  from those
                  organizations in order to motivate and reward participants for
                  financial  achievements  over which they have the most  direct
                  control and accountability.

                  The financial  performance of the  appropriate  organizational
                  unit (i.e.,  SBU or major P&L Center) will have a weighting of
                  40% for Plan participants at that organization level.

         C.       The Individual Performance of the Participant:

                  The  individual  performance of the Plan  participant  against
                  pre-established   objectives   is  an  important   measurement
                  component  that  reinforces  and rewards  executives for their
                  performance and  achievements in areas such as human resources
                  management, process/quality improvement, customer satisfaction
                  and business  development.  The Individual  Performance factor
                  will have a  weighting  of 40% of which up to 1/2 (20%) may be
                  discretionary   and  the  balance  must  be  applied   against
                  pre-established objectives.

         The  following  table   summarizes  the  weighting  of  each of  three
         performance measurement components:

                                     TABLE 1
                 Weighting of Performance Measurement Components


                            Company            Organizational
                           Financial          Unit's Financial      Individual
  EIP PARTICIPANT         Performance           Performance        Performance


  Corporate Staff
    Executives                60%                                          40%


   SBU & Major
 P&L Executives               20%                   40%                    40%


IX.      PERFORMANCE MEASUREMENT CRITERIA

         A.       Establishment and Measurement of Financial Objectives

                  At  the  beginning  of  each  Plan  year,  specific  financial
                  objectives  will be established for company EBITDA and for AOP
                  at the SBU and major P&L Center  level.  At the  conclusion of
                  the Plan year, the financial performance of the company and of
                  each  organizational  unit will be measured in relation to the
                  applicable  preestablished  objectives.  Performance  will  be
                  expressed as a percentage of the objective that was achieved.

                  In setting the financial  objectives for purposes of the Plan,
                  the target for  EBITDA and AOP should  reflect an  achievement
                  probability of approximately 80%. At this level of probability
                  an  above  average  performance  from the  management  team is
                  required  in order  to  achieve  the  objectives  A  threshold
                  achievement  level of 75% of the target  objective  for EBITDA
                  and AOP will be  required  in order for a formula  award to be
                  made relative to each of these factors.

         B.       Establishment and Measurement of Individual Performance
                  Objectives

                  At the  beginning  of  each  Plan  year,  specific  individual
                  performance  objectives will be established and documented for
                  each  participant.  At year end, the individual's  performance
                  will  be  measured   in   relation  to  these   preestablished
                  objectives  to produce an individual  performance  achievement
                  level.

                  Individual   performance   objectives  should  be  established
                  according to the following guidelines:

                  1.       Each  participant  will have 6-8  written  objectives
                           that have been jointly  agreed to by the  participant
                           and his or her supervisor.

                  2.       Objectives  will  evolve  from,  respond  to,  and/or
                           reflect  the  company   objectives   established  and
                           communicated by the CEO.  Objectives covering each of
                           the following areas will 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.

                  5.       Objectives will have performance  criteria thoroughly
                           established  in  advance  to  enable  individuals  to
                           monitor  their own  performance  in relation to their
                           objectives,  and to provide an objective  measurement
                           at year-end.

                  At least 50% of the Individual Performance factor must be tied
                  to specific objectives which are documented and agreed upon.

X.       AWARD DETERMINATION

         Awards  will  be  determined  by  weighting  the  Company's   financial
         performance percentage, the Organizational Unit's financial performance
         percentage,   and  the   individual   performance   percentage  by  the
         percentages   indicated  in  Table  1  above,   adding  the   resulting
         percentages  together  and then  multiplying  the  target  award by the
         composite  percentage.  To illustrate,  the formula for determining the
         incentive  award for an individual  participant at the SBU or major P&L
         Center level is as follows:

                             Actual Award Amount =

             [(Company Financial Performance Factor x .20) +

      (Organizational Unit Financial Performance Factor x .40) +

                    (Individual Performance Factor x .40)]

                          x Target Award Amount

         The award for any  participant  may range from 0 to 150% of the
         established  target amount.  Actual award amounts will be rounded to
         the nearest $100.00.

         If the  performance  achievement  level on either of the two  financial
         performance factors falls below the 75% threshold, the participant will
         not generally receive an award for that component. However, the CEO may
         on a discretionary  basis recommend the payment of awards where unusual
         or  extraordinary  circumstances  contributed  to  the  below-threshold
         performance.  If the combined weighted achievement level for EBITDA and
         AOP does not  meet the  stated  threshold  of 75%,  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.      ADMINISTRATION

         Bonus awards will be  calculated  at the  strategic  business  unit and
         Corporate  staff  function  level and submitted to the  Corporate  Vice
         President  Human  Resources  by the end of January  for  company  level
         consolidation and approval by the CEO and the Committee.  Documentation
         of  objectives,  accomplishments  and  individual  evaluations  will be
         required   to  be   submitted   along   with   the   individual   award
         recommendations.

         Effective with the Plan Year beginning  1996 and  thereafter,  payments
         will be made in the  form of 80%  cash and 20%  DynCorp  Common  Stock;
         payments  will be made as soon  as  practical  after  the  Compensation
         Committee meeting in early March following final year end closing.

         Any exceptions to the Plan must be approved by the CEO.

         Nothing in the plan or in any action taken  hereunder  shall 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.

XII.     SAMPLE AWARD CALCULATIONS

         The examples on the  following  pages  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

               ASSUMPTIONS:

                 Base Salary                                  $108,000

                 Target Award Percentage                           30%

                 Target Award                                $  32,400

                 Company Financial Performance Factor              80%
                 (EBITDA Act. $36M / EBITDA Obj. $45M)

                   Individual Performance Factor                   90%

          AWARD CALCULATION:

          Company Financial Performance      Individual Performance

                  (80%  x  .60)                   (90%  x  .40)         =

                       48%                 +          36.0%             = 84.0%


            Actual Award Amount  (.84 x $32,400)      =       $  27,216

         B. Sample Award  Calculation: Strategic Business Unit or major P&L
                                       center manager.

            ASSUMPTIONS:

             Base Salary                            $  108,000

             Target Award Percentage                       30%

             Target Award                          $    32,400

             Company Financial Performance                 80%

             Operational Unit Financial Performance       105%
                  (AOP Act. $10.5M / AOP Obj. $10.0M)

             Individual Performance Factor                 75%

              AWARD CALCULATION:

             Company Financial       Organizational Unit      Individual
                Performance         Financial Performance     Performance

               (80%  x  20%)    +     (105%  x  40%)    + (75%  x  40%) =

                    16%         +          42%          +      30%      = 88%

             Actual Award Amount (88%  x  $32,400)              = $    28,512