Exhibit 10.

                       DYNCORP KEY EXECUTIVES SHARE-OPTION

                          COMPENSATION PLAN ("KEYSOP")

                                    ARTICLE I

                                     PURPOSE

1.1  Purpose.  The  purpose  of the  Plan is to  provide  benefits  to  eligible
Employees  of the  Employer  in a form that will  encourage  the  recipients  to
continue in the service of the Employer,  and allow the  recipients to diversify
their investment portfolios.

1.2 Intent.  The Plan is intended to be a  nonqualified  option plan governed by
Section 83 of the Code and not an employee benefit plan as defined under ERISA.

                                   ARTICLE II

                                   DEFINITIONS

As used  herein,  the  following  capitalized  words and phrases  shall have the
respective meanings set forth below:

2.1  "Administrative  Committee"  means a  committee  consisting  of two or more
members designated from time to time by the Compensation Committee to administer
the Plan.

2.2  "Beneficiary"  means the person or  persons  designated  by a  Participant,
pursuant  to Section  3.6, to exercise a  Share-Option  after the  Participant's
death.

2.3  "Board of Directors" or "Board" means the Board of Directors of DynCorp.

2.4 "Change of Control"  means any of the  following:  (A) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended  (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 (B) 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 (C) 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 (C) 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.

Notwithstanding the foregoing,  in the event the Employer by which a Participant
is employed is no longer a subsidiary  or  controlled  affiliate  of DynCorp,  a
Change of Control  shall not be deemed to have  occurred if the  Employer or new
owner of such  Employer  undertakes  in writing  with  DynCorp to assume all the
obligations of DynCorp under this Plan.

2.5 "Code" means the Internal  Revenue  Code of 1986,  as amended,  and any
regulations or rulings issued thereunder.

2.6  "Compensation Committee" means the Compensation Committee of the Board of
Directors.

2.7  "Disability" means a disability as defined under the Employer's executive
long-term disability plan.

2.8  "Effective Date" means December 14, 1998.

2.9  "Employee" means any common law employee of the Employer.

2.10 "Employer" means DynCorp, any of its subsidiaries and controlled
affiliates, and any successor thereto.

2.11 "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  any
amendments thereto, and any regulations or rulings issued thereunder.

2.12  "Exercise  Date"  means the date upon which the  Administrative  Committee
approves the  Share-Option  exercise form, which is completed and submitted by a
Participant to the  Administrative  Committee  with respect to the  Share-Option
being exercised.

2.13 "Exercise Period" means the period during which a Participant may exercise
a Share-Option, as determined under Section 4.1.

2.14 "Exercise Price" means the price to be paid by a Participant to exercise a
Share-Option, as determined under Section 3.3.

2.15 "Fair  Market  Value" means the closing  price of a Share  reflected in the
consolidated  trading  tables of The Wall Street  Journal,  or other  recognized
market source, as determined by the Administrative  Committee, on the applicable
date of reference  hereunder or, if there is no sale of the Shares on such date,
then the closing price on the last previous day on which a sale is reported.

2.16 "Grant Date" means, with respect to any Share-Option, the date on which the
Share-Option  is  granted  by  the  Administrative  Committee  to a  Participant
pursuant  to Section  3.2,  which  shall be the last day of the quarter on which
Shares are sold on the relevant market.

2.17 "Intrinsic  Value" means the Fair Market Value of the aggregate  underlying
Shares minus the aggregate Exercise Price, as of the Grant Date.

2.18 "Participant"  means any individual who meets the eligibility  requirements
of Section 3.1, who has received an award of  Share-Options  in accordance  with
Section 3.2, and whose  Share-Options have not all been completely  exercised or
lapsed. For purposes of Section 4.3:

         (a) After a Participant's  death, his Beneficiary is to be treated as a
         Participant under this Plan with respect to any Share-Options  that are
         outstanding at the time of the Participant's death;

         (b) In the event of a Participant's legal incapacity, the Participant's
         legal  representative is to be treated as a Participant under this Plan
         with respect to any Share-Options  that are outstanding at the time the
         Participant incurred the legal incapacity; and

         (c) If a Participant has assigned Share-Options under Section 3.8, then
         the assignee of such  Share-Options  is to be treated as a  Participant
         under this Plan with respect to the assigned Share-Options.

2.19 "Plan"  means the DynCorp Key  Executives  Share-Option  Compensation  Plan
("KEYSOP")  (including Exhibit A) as adopted by DynCorp and set forth herein and
from time to time amended.

2.20  "Retirement" means termination of employment, other than for Cause and not
due to Disability, at or after age 60.

2.21  "Share" or  "Shares"  means a share or shares of a  registered  investment
company  regulated  by the  Investment  Company Act of 1940,  as amended  (i.e.,
Mutual Fund shares),  which share or shares are designated by the Administrative
Committee as subject to purchase through the exercise of Share-Option(s).

2.22 "Share-Option" means the right of a Participant, granted by the Employer in
accordance  with  Section  3.2,  to  purchase a Share from the  Employer  at the
Share-Option's Exercise Price.

2.23  "Share-Option  Agreement"  means an  agreement  executed  on behalf of the
Employer  and  by  a  Participant  to  whom  Share-Options  have  been  awarded,
acknowledging  the issuance of the  Share-Options and setting forth terms of the
Share-Options.

2.24  "Termination  for Cause" means  termination of a Participant's  employment
following  a  decision  by a  two-thirds  majority  vote of the  Board  that the
Participant's  employment  should be  terminated by reason of any one or more of
the following acts:

         (a) gross negligence relating to the Participant's employment;
         (b) refusal to follow the reasonable instructions of the Board;
         (c) actions involving a material breach of the Participant's employment
         agreement,  if any;  (d) willful  violation of  environmental  laws and
         regulations  relating to the  Participant's  employment;  (e)  criminal
         conduct relating to the Participant's employment;  (f) violation of the
         Procurement   Integrity   Provisions  of  the  Office  of  the  Federal
         Procurement Policy Act Amendments of 1988; or (g) material violation of
         the DynCorp Standards of Conduct,  as amended or supplemented from time
         to time.

2.25 "Termination of Employment" means an Employee's separation from the service
of the Employer by reason of resignation,  discharge, death, disability or other
termination.  The  Administrative  Committee may, in its  discretion,  determine
whether any leave or other absence from service  constitutes  a  Termination  of
Employment for purposes of the Plan.

2.26 "Trust" means the trust that shall be  established  pursuant to Article VII
to hold the  Shares  that are  subject  to  purchase  through  the  exercise  of
Share-Options.

2.27 "Trust Agreement" means an agreement setting forth the terms of the Trust,
which may be established pursuant to Article VII.

2.28 "Trust Fund" means the Shares that are held in the Trust.

2.29 "Trustee" means the persons or institution acting as trustee of the Trust.


                                   ARTICLE III

                              GRANT OF SHARE-OPTION

3.1      Eligibility.  Share-Options  may be granted to any Employee  falling
         within Bands 1 through 4 of the DynCorp  Executive/Senior Management
         Compensation Program.

3.2      Grant  of  Share-Option.  Share-Options  may be  granted,  in its  sole
         discretion, by the Administrative Committee to any eligible Employee at
         any time on or after the Effective Date and prior to the termination of
         the Plan, as determined by the Administrative  Committee. (No Employee,
         even if an eligible Employee,  shall have any entitlement to a grant of
         Share-Options;  grants are within the discretion of the  Administrative
         Committee.) A Share-Option is granted as follows:

(a)      Participation.  The  Administrative  Committee  will notify an eligible
         Employee that he or she is eligible to  participate in the Plan. If the
         Employee desires to participate, the Employee and Employer will execute
         a written Share-Option  Agreement,  substantially in the form set forth
         in Exhibit A, in which they  mutually  agree that a fixed dollar amount
         or a fixed percentage of the Employee's future bonus payments or future
         salary   payments   will  be  exchanged   for  options  to  buy  Shares
         ("Share-Options")  that have a Fair  Market  Value,  at the Grant Date,
         equal to one and  one-third  (1-1/3)  times the amount of the salary or
         bonus payments so exchanged, and in which they mutually agree as to the
         type(s) of Shares upon which the Share-Options  will be granted,  at an
         Exercise Price set by the Administrative Committee.

(b)      Changes in  Participation.  An Employee's  election  relating to future
         bonus payments  shall be  irrevocable  for the bonus year for which the
         election is made.  An  Employee's  election  relating to future  salary
         payments  may be  changed,  upon  execution  by the  Employee  and  the
         Employer of a revised  Share-Option  Agreement setting for such changed
         election,   and  will  become  effective  with  the  first  practicable
         following pay period. If an election change relating to salary payments
         is reduced so as to cease  exchanging any current  salary  payments for
         Share-Options,  the  Employee  may not make any further  election as to
         salary payments until the fiscal quarter following such change.

(c)      Addendum.  The  Employer  will,  as soon as  practicable,  prepare  and
         periodically  update an Addendum to the Share-Option  Agreement,  which
         shall reflect the amount or percentage of  compensation to be exchanged
         for  Share-Options  rather than cash,  and specify the number of Shares
         subject  to the  Share-Option  Agreement,  the  Exercise  Price  of the
         Share-Options  as of the Grant  Date,  and such other terms and in such
         form as the Administrative Committee may from time to time determine in
         accordance with the Plan. The Administrative  Committee may establish a
         policy,   which  sets  forth  a  maximum   and/or   minimum  number  of
         Share-Options  allowed  to  be  granted  to a  Participant  during  any
         calendar  year;  provided  that any  maximum  number  shall not include
         substitutions pursuant to Section 3.5.

(d)      Effect of Dividends and Distributions with Respect to Shares.

                  (1) Cash Dividends and  Distributions.  The Employer agrees to
                  reinvest all cash dividends and distributions received in cash
                  with respect to Shares in additional property of the same kind
                  (or as nearly the same kind as  feasible,  if  property of the
                  same  kind is not  available).  Any  Shares  acquired  through
                  reinvestment  will  immediately be subject to Share-Options in
                  favor of the  Participant  which are  granted  pursuant to the
                  Share-Option  Agreement  that  pertains to the Shares on which
                  the dividends or distributions were made.

                  (2) Noncash Distributions or Similar Transaction. In the event
                  of a Shares  dividend,  Shares  split,  reverse  Shares split,
                  rights offering,  recapitalization or similar transaction that
                  materially  affects the Fair Market  Value of the Shares,  the
                  Administrative  Committee  shall adjust the Exercise  Price so
                  that it retains the same ratio to the Fair Market Value of the
                  Shares as existed immediately before such transaction.

3.3      Exercise Price.

         (a) Upon a request to exercise any Share-Option(s),  the Exercise Price
         required to be paid by the Participant  shall be the greater of (i) the
         Exercise Price  initially set in the  Share-Option  Agreement as of the
         Grant Date, or (ii) twenty-five  percent (25%) of the Fair Market Value
         of the Share(s) on the Exercise  Date.  The initial  Exercise  Price in
         effect as of the  effective  date of this Plan is  twenty-five  percent
         (25%) of the Fair Market Value of the Shares on the Grant Date.

         (b)  Notwithstanding   any  provision  herein  to  the  contrary,   the
         Administrative  Committee  may, in its  discretion,  charge  reasonable
         administrative  costs  of  the  Plan  to  individual   Participants  by
         adjusting the Exercise Price of  Share-Options,  reducing the number of
         Shares subject to Share-Options, or by other means in its discretion.

3.4  Purchase  of  Property   Subject  to   Share-Option.   Upon  the  grant  of
Share-Options  to a Participant,  the Employer shall acquire an amount of Shares
having a Fair  Market  Value  equal  to the  Intrinsic  Value  of the  aggregate
Share-Options.  The Employer shall contribute such amount of Shares to the Trust
established  in  accordance  with  Article  VII.  At the  time  the  Shares  are
contributed to the Trust, and at the time the Share-Options  are exercised,  the
Shares acquired by the Employer pursuant to the preceding  sentence shall not be
subject  to  any  security  interest,  whether  or  not  perfected,  or  to  any
Share-Options  or contract under which any other person may acquire any interest
in them.  Additional  Shares required to be delivered at the time of exercise of
the Share-Options may be acquired in the open market by the Trustees,  utilizing
proceeds from the Exercise Price payment.

3.5 Substitution of Share-Option  Shares. The  Administrative  Committee may, in
its  discretion  and  at  the  request  of  a  Participant,  cancel  outstanding
Share-Options  and issue substitute  Share-Options on different types of Shares,
provided that the Shares of the substitute  Share-Options are of equal aggregate
Fair Market Value as that of the Shares of the original  Share-Options as of the
date of substitution.  Notwithstanding  anything to the contrary in this Plan, a
substitution of  Share-Options  pursuant to this paragraph shall be made no more
than one time during any fiscal  quarter,  or at  additional  times upon special
circumstances as determined by the  Administrative  Committee.  Upon a change in
Shares pursuant to this paragraph, the Employer shall cause the Trust to dispose
of the old Shares and acquire and  contribute to the Trust new Shares having the
same Fair Market Value (taken as of the Grant Date of the new  Share-Options) as
the  old  Shares.   This  transaction  shall  be  treated  as  a  new  grant  of
Share-Options.  The Intrinsic Value of the old  Share-Options  will in all cases
equal the Intrinsic Value of the new Share-Options on the date of substitution.

3.6 Designation of Beneficiary.  In the Share-Option Agreement,  the Participant
shall designate one or more Beneficiaries and successor  Beneficiaries,  and the
Participant  may change a  Beneficiary  designation  at any time,  by filing the
prescribed  form  with  the  Administrative   Committee.   The  consent  of  the
Participant's  current  Beneficiary  shall  not  be  required  for a  change  of
Beneficiary.  No  Beneficiary  shall  have  any  rights  under  the  Plan  or  a
Share-Option  Agreement  during the lifetime of the  Participant,  except as may
otherwise be provided in herein.

         A  Participant  who dies without  having  designated a  Beneficiary  in
accordance with this Section 3.6 shall be deemed to have named the Participant's
estate as Beneficiary.

3.7 General Non-Transferability.  No Share-Option granted under this Plan may be
transferred,  assigned, or alienated (whether by operation of law or otherwise),
except as provided  herein,  and no Share-Option  shall be subject to execution,
attachment  or  similar  process.  A  Share-Option  may be  exercised  only by a
Participant.

3.8  Permitted  Transfers.  Notwithstanding  the  provisions  of Section  3.7, a
Participant  may at any  time  prior to  death,  assign  a  Share-Option  to the
Participant's  spouse,  lineal and/or  collateral  descendants,  a trust for the
benefit of the Participant's spouse and/or lineal descendants,  or a partnership
of  which  the  Participant's  spouse  and/or  lineal  descendants  are the only
partners,  subject  to  approval  by  the  Administrative  Committee.  Any  such
assignment  shall be permitted  only if an assignment is expressly  permitted in
the  Share-Option  Agreement,  or  approved  in  writing  by the  Administrative
Committee, and the Participant receives no consideration for the assignment. Any
such assignment shall be evidenced by an appropriate  written document  executed
by the Participant,  and delivered to the Administrative  Committee on or before
the  effective  date of the  assignment.  In the event of such  assignment,  the
spouse,  lineal or collateral  descendant,  partnership  or trustee of the trust
shall be entitled to all of the rights of the Participant under Section 4.3 with
respect to the assigned Share-Option, and such Share-Option shall continue to be
subject to all of the  terms,  conditions  and  restrictions  applicable  to the
Share-Option, as set forth in the Plan and the Share-Option Agreement.

                                   ARTICLE IV

                            EXERCISE OF SHARE-OPTION

4.1 Exercise  Period.  A  Participant  may exercise a  Share-Option  pursuant to
Section  4.3 at any time during the period  beginning  on the earlier of (i) the
date which is six (6)  months  after the  initial  Grant  Date  (disregarding  a
subsequent  Grant Date caused by substitution of Shares pursuant to Section 3.5)
or (ii) the date of a Change of Control and ending on the earliest of:

         (a) ninety (90) days after the  Participant's  Termination for Cause or
         other  Termination  of Employment  for reasons other than  described in
         Section 4.1(b) below; or

         (b)  fifteen  (15) years  after the Grant  Date for  active  Employees,
         Participants who have incurred a Termination of Employment by reason of
         retirement,  disability,  death or an involuntary  termination which is
         not a Termination  for Cause,  or such later time as is approved by the
         Administrative Committee.

         If a Participant  fails to exercise a Share-Option  within the Exercise
Period,  then the  Share-Option  expires and the  Participant or his Beneficiary
loses any rights he or she had with respect to the Share-Option. Notwithstanding
the  foregoing,  (i) except in the case of a  Share-Option  outstanding  as of a
Change of Control,  the  Exercise  Period  shall not  commence  earlier than six
months  following  the Grant  Date and,  (ii) in the event of the  Participant's
death,  the Exercise Period shall not expire earlier than one year following the
date of the Participant's death.

4.2 Notice.  The  Administrative  Committee shall cause notice to be provided to
the Participant that Share-Options are set to expire. Such notice shall be given
approximately  six months prior to the  expiration  of the Exercise  Period,  if
known and  otherwise,  as soon as  practicable.  The  required  notice will be a
written notice and will list the Shares subject to the Share-Option and the date
on which the  Share-Option  Exercise  Period  would  expire.  Failure to give or
receive  notice with  respect to a  Share-Option  will not in any way extend the
Exercise  Period of the  Share-Option  or increase a  Participant's  rights with
respect to the Share-Option.

4.3 Share-Option  Exercise.  A Participant may exercise a Share-Option by giving
written notice to the Administrative Committee and tendering full payment of the
Exercise Price by cash,  check or other means  acceptable to the  Administrative
Committee on or about the Exercise Date.

         The  minimum  amount  of  Share-Options  that  can  be  exercised  by a
Participant  at any one time is the number of  Share-Options  for which the Fair
Market Value of the underlying  Shares minus the applicable  aggregate  Exercise
Price totals $5,000, or 100% of the Fair Market Value of the underlying  Shares,
whichever is less. For these purposes,  the term  "underlying  Shares" means the
Shares  which will be  acquired  by the  Participant  upon the  exercise  of the
Share-Options.  A Participant shall not have any of the rights and privileges of
a  shareholder  with  respect to any Shares  purchasable  or  issuable  upon the
exercise of Share-Options prior to the date of exercise of such Share-Options in
accordance with this Section 4.3.

       In the event  that the  listing,  registration  or  qualification  of the
Share-Option  on any  securities  exchange or under any state or federal law, or
the consent or approval of any  governmental  regulatory body, is necessary as a
condition of, or in connection with, the exercise of the Share-Option,  then the
Share-Option  shall not be  exercised  in whole or in part until  such  listing,
registration, qualification, consent or approval has been effected or obtained.

4.4  Delivery of Shares.  Within ten  business  days  following  the date that a
Participant satisfies the conditions for exercising  Share-Options in accordance
with Section 4.3,  the  Employer  shall  deliver or cause to be delivered to the
Participant  title to, or beneficial  ownership  of, the Shares  subject to such
Share-Options,  which  Shares the  Participant  can direct to be  liquidated  or
otherwise disposed of.

4.5 Tax  Withholding.  Whenever  Shares are to be  delivered  upon  exercise  of
Share-Options  under the Plan, the Employer shall require as a condition of such
delivery  payment by the  Participant  of an amount  sufficient  to satisfy  all
federal,  state and local tax withholding  requirements  related  thereto.  Such
payment  shall take the form of whichever of the  following is acceptable to the
Administrative  Committee: (a) cash; (b) the withholding of such amount from any
Shares to be delivered to the  Participant,  (c) the  withholding of such amount
from  compensation  otherwise due to the Participant,  or (d) any combination of
the foregoing,  at the election of the Participant.  Such election shall be made
before the date on which the amount of tax to be withheld is  determined  by the
Employer,  and such  election  shall be  irrevocable.  With the  consent  of the
Employer,  the  Participant  may elect a greater amount of  withholding,  not to
exceed  the  estimated  amount of the  Participant's  total tax  liability  with
respect to the exercise of Share-Options  under the Plan. Such election shall be
made at the same time and in the same manner as provided above.

4.6 Failure to Exercise.  No  Share-Option  shall be  exercised,  in whole or in
part, after the end of the  Share-Option's  Exercise Period as stated in Section
4.1. The Employer  shall have no  obligation to deliver or cause to be delivered
to the Participant the Shares subject to such Share-Option  after the end of the
Share-Option's  Exercise Period.  Failure to exercise a Share-Option in a timely
fashion shall constitute a forfeiture of the Share-Option.

                                    ARTICLE V

                            AMENDMENT OR TERMINATION

5.1 Plan Amendment.  The Administrative  Committee may, from time to time in its
discretion,  amend any provision of the Plan, in whole or in part,  with respect
to any Participant or group of  Participants.  Such amendment shall be effective
as of the date  specified  therein and shall be binding upon the  Administrative
Committee, all Participants and Beneficiaries, and all other persons claiming an
interest under the Plan.  Subject to Section 5.2 below, such amendment shall not
affect any  Share-Options  that are outstanding as of the amendment date without
the Participant's consent.  Notwithstanding anything herein to the contrary, any
amendments  which modify the category of individuals  eligible to participate in
the Plan or which  modify  Article V or VI of the Plan must be  approved  by the
Compensation Committee.

5.2 Plan Termination. The Plan shall terminate as the Compensation Committee may
determine, in its discretion. Such termination shall be effective as of the date
determined  by  the  Compensation  Committee  and  shall  be  binding  upon  the
Administrative  Committee,  all  Participants and  Beneficiaries,  and all other
persons claiming an interest under the Plan.  Share-Options that are outstanding
as of the Plan's  termination shall continue to be subject to exercise after the
effective  date of such  termination,  and may be exercised in  accordance  with
Article IV and any applicable Share-Option Agreement; except that termination of
the Plan may  provide for  termination  of all then  outstanding  Share-Options,
provided  that the  Employer  gives the  affected  Participants  90 days' notice
before such termination. In the event a termination of outstanding Share-Options
occurs pursuant to the preceding  sentence,  and such outstanding  Share-Options
are not  exercised  during the 90-day  notice  period,  the Employer may pay all
holders of such  Share-Options,  in cash or such other form as determined by the
Employer in its sole discretion,  the  Share-Options'  Intrinsic Value as of the
date the Share-Options terminated. As of the date of termination of the Plan, no
new  Share-Options  shall be granted,  except for  Share-Options  required to be
granted under Section 3.2(b).

5.3  Amendment  of   Share-Options.   A  Share-Option  may  be  amended  by  the
Administrative  Committee at any time after the Grant Date if the Administrative
Committee determines that an amendment is necessary as a result of:

        (a) any  addition to or change in the Code or ERISA, a federal or state
securities law or any other law or regulation, which occurs after the Grant Date
and by its terms applies to the Share-Option;

        (b) any Plan amendment pursuant to Section 5.1, or Plan termination
pursuant to Section 5.2, provided that the amendment does not materially affect
the terms, conditions and restrictions applicable to the Share-Option, except
for termination of the Share-Option with 90 days' notice as set forth in Section
5.2 above; or (c) any circumstances not specified in paragraphs (a) or (b), with
the consent of the Participant.

5.4 Change of  Control.  Notwithstanding  any other  provision  of the Plan or a
Share-Option Agreement, in the event of a Change of Control, the Exercise Period
under Section 4.1 shall begin immediately upon such Change of Control.

                                   ARTICLE VI

                                 ADMINISTRATION

6.1 The Administrative Committee.  The Plan shall be administered by the
Administrative Committee.

6.2 Powers of the  Administrative  Committee.  In  carrying  out its duties with
respect to the general administration of the Plan, the Administrative  Committee
shall have, in addition to any other powers conferred by the Plan or by law, the
following powers:

    (a) to grant Share-Options, and to determine the form, amount and timing of
such Share-Options;

    (b) to determine the terms and provisions of the Share-Option Agreements,
and to modify such Share-Option Agreements as provided in Section 5.3;

    (c) to maintain all records necessary for the administration of the Plan;

    (d) to prescribe, amend, and rescind rules for the administration of the
Plan to the extent not inconsistent with the terms thereof;

    (e) to appoint such individuals and subcommittees as it deems desirable for
the conduct of its affairs and the administration of the Plan;

    (f) to employ counsel, accountants and other consultants to aid in
exercising its powers and carrying out its duties under the Plan;

    (g) to revise  periodically,  on a  prospective  basis  only, the nature of
the Shares to the  subject of  Share-Options and/or the amount or percentage of
the initial  Exercise  Price to be included in Share-Option Agreements.

    (h) to contract for services, i.e. trustee, record keeper, etc.;

    (i) to establish the cost for participants in the plan;

    (j) to authorize the payment of expenses related to the plan set-up,
administrative and/or record keeping etc.;

    (k) to perform any other acts necessary  and proper for the conduct of its
affairs and the  administration  of the Plan, except those reserved by the
Compensation Committee;

6.3 Determinations by the Administrative Committee. The Administrative Committee
shall interpret and construe the Plan and the Share-Option  Agreements,  and its
interpretations  and  determinations  shall be  conclusive  and  binding  on all
Participants, Beneficiaries and any other persons claiming an interest under the
Plan   or   any   Share-Option   Agreement.   The   Administrative   Committee's
interpretations   and  determinations   under  the  Plan  and  the  Share-Option
Agreements  need  not  be  uniform  and  may be  made  by it  selectively  among
Participants,  Beneficiaries  and any  other  persons  whether  or not  they are
similarly situated.

6.4  Indemnification  of  the  Administrative  Committee  and  the  Compensation
Committee.  The Employer  shall  indemnify  and hold harmless each member of the
Administrative Committee and Compensation Committee against any and all expenses
and  liabilities  arising out of such member's  action or failure to act in such
capacity,  excepting only expenses and liabilities  arising out of such member's
own willful misconduct or failure to act in good faith.

         Expenses and liabilities  against which a member of the  Administrative
Committee or the Compensation  Committee is indemnified hereunder shall include,
without  limitation,  the amount of any settlement or judgment,  costs,  counsel
fees and related charges reasonably incurred in connection with a claim asserted
or a proceeding brought against him or the settlement thereof.

         This right of indemnification  shall be in addition to any other rights
to  which  any  member  of the  Administrative  Committee  or  the  Compensation
Committee may be entitled.

         The  Employer  may, at its own  expense,  settle any claim  asserted or
proceeding  brought  against any member of the  Administrative  Committee or the
Compensation  Committee when such settlement  appears to be in the best interest
of the Employer.

6.5 Expenses of the Administrative  Committee. The members of the Administrative
Committee shall serve without  compensation for services as such. All reasonable
expenses of the Administrative Committee shall be paid by the Employer.

                                   ARTICLE VII

                                TRUST PROVISIONS

7.1 Establishment of the Trust. The Employer shall establish a trust to hold all
Shares  contributed by the Employer pursuant to Section 3.4. Except as otherwise
provided  in Section 7.2 of the Plan and the terms of the Trust  Agreement,  the
Trust will be irrevocable  and no portion of the Trust Fund will be used for any
purpose other than the exchange of substitute  Shares in accordance with Section
3.5, the delivery of Shares pursuant to the exercise of Share-Options  under the
Plan, the delivery of Shares subject to forfeited Share-Options to the Employer,
and the payment of expenses of the Plan and Trust.

7.2 Trust  Status.  Any  Trust  established  pursuant  to  Section  7.1 shall be
designed as a grantor  trust,  within the meaning of section 671 of the Code, of
which  the  Employer  is the  grantor,  and  this  Plan  is to be  construed  in
accordance  with that  intention.  Notwithstanding  any other  provision of this
Plan,  the Trust  Fund will  remain the  property  of the  Employer  and will be
subject  to the  claims  of its  creditors  in the  event of its  bankruptcy  or
insolvency. No Participant will have any priority claim on the Trust Fund or any
security interest or other right superior to the rights of a general creditor of
the Employer.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

8.1 Headings.  The headings of Articles,  Sections and Paragraphs are solely for
convenience of reference. If there is any conflict between such headings and the
text of this Plan, the text shall control.

8.2 Gender.  Unless the context clearly requires a different meaning, all
pronouns shall refer  indifferently to persons of any gender.

8.3 Singular  and  Plural.  Unless the  context  clearly  requires a  different
meaning, singular terms shall also include the plural and vice versa.

8.4  Governing  Law.  Except to the extent  preempted  by federal  law, the
construction  and  operation  of the Plan shall be  governed  by the laws of the
Commonwealth of Virginia  without regard to the choice of law principles of such
state.
8.5  Severability.  If any  provision of this Plan is held illegal or invalid by
any court or  governmental  authority for any reason,  the remaining  provisions
shall  remain in full force and effect and shall be  construed  and  enforced in
accordance with the purposes of the Plan as if the illegal or invalid  provision
did not exist.

8.6  No Obligation to Exercise.  The granting of a Share-Option shall impose no
obligation  upon a Participant  to exercise such Share-Option.

8.7 No Rights of  Shareholder.  Neither the  Participant,  a Beneficiary nor any
assignee  shall  be,  or  shall  have any of the  rights  and  privileges  of, a
Shareholder  with respect to any Shares  subject to purchase or issuance or upon
the  exercise  of  Share-Options,   prior  to  the  date  of  exercise  of  such
Share-Options in accordance with Section 4.3 of the Plan.

8.8 No Right to  Continued  Employment.  Nothing  contained in the Plan shall be
deemed  to give  any  person  the  right to be  retained  in the  employ  of the
Employer, or to interfere with the right of the Employer to discharge any person
at any time  without  regard to the effect that such  discharge  shall have upon
such person's rights or potential rights, if any, under the Plan.

8.9 Notices. Unless otherwise specified in a Share-Option Agreement,  any notice
to be provided under the Plan to the  Administrative  Committee  shall be mailed
(by  certified  mail,  postage  prepaid)  or  delivered  to  the  Administrative
Committee in care of the Employer at its  executive  offices,  and any notice to
the  Participant  shall be  mailed  (by  certified  mail,  postage  prepaid)  or
delivered to the Participant at the current address shown on the payroll records
of the  Employer,  or at such  address  as a  Participant  shall  provide to the
Administrative Committee in accordance with this Section 8.9. No notice shall be
binding on the  Administrative  Committee  until received by the  Administrative
Committee,  and no notice shall be binding on the Participant  until received by
the Participant.

8.10  Conflict  Between  Plan  and  Share-Option  Agreement.  Should  there be a
conflict  or  other  contradiction  between  the  language  of the Plan and that
contained in any  Share-Option  Agreement,  the terms and conditions of the Plan
will control.