Exhibit 10.2

                        DynCorp Management Incentive Plan

               Amended and Restated as of DynCorp Fiscal Year 1999

I.       PURPOSE

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

II.      GENERAL DESCRIPTION

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

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

III.     ELIGIBILITY

         Senior  and  mid-level  managers  and  employees  in Salary  Band 4 and
         selected  individuals  in  Salary  Grades  10-14  who have at least six
         months service during the Plan Year, will be eligible for participation
         in the Plan. Inclusion of individuals with less than six months service
         must be approved as an exception to the Plan.

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

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

IV.      RESPONSIBILITIES

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

         B.       The Presidents of SBA's and standalone businesses,  Band 2 and
                  other  appropriate  Corporate  executives are  responsible for
                  confirming Plan participants,  recommending  individual target
                  award  levels,  recommending  SBA,  SBU  and  other  financial
                  performance  objectives,  recommending  appropriate individual
                  performance   objectives  for  Plan  participants  from  their
                  respective organizations or functions,  evaluating participant
                  performance,  submitting  financial  results at the end of the
                  Plan Year for SBA, SBU, and other financial  metrics  approved
                  at the beginning of the Plan Year, and recommending individual
                  incentive award amounts.

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

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

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

V.       DEFINITIONS

A.       Award Pool

                  The  dollar   amount   available  for  payment  of  Management
                  Incentive awards.

B.       Base Salary

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

C.       Days Sales Outstanding (DSO)

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

D.       EBIDTA

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

E.       Earnings per Share (EPS)

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

F.       Operating Profit

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

G.       Plan Year

                  The fiscal year of DynCorp.

H.       Revenue

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

I.       Return on Net Assets (RONA)

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

J.       Strategic Business Area  (SBA)

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

K.       Strategic Business Unit

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

L.       Target Award

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

M.       Target Percentage

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

N.       Threshold

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

o                          If performance  against any single  objective is less
                           than 75%,  then the  portion  of the  award  based on
                           performance against that objective is not paid.

o                          If   combined   weighted   performance   against  the
                           applicable financial objective(s) is less than 75% in
                           the aggregate, then no award is paid.

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

VI.      FUNDING

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

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

VII.     AWARDS

         Target Awards ranging from 10% to 30% (in 5% increments) of Base Salary
         will be established for each  participant at the beginning of each Plan
         Year.  These  targets will be divided  into  financial  and  individual
         performance components and weighted as shown below in Table 1.

<TABLE>

                                       TABLE 1

                 Weighting of Performance Measurement Components

<CAPTION>
                                                                                              Unit/Site/
                              DynCorp                                           Division       Contract
Participant Profile          Financial      SBA Financial   SBU Financial       Financial     Financial        Individual
                            Performance      Performance     Performance       Performance   Performance      Performance

<S>                             <C>             <C>             <C>                <C>            <C>              <C>


Band 4 - Corporate              80%                                                                                20%

Grades 10-14 - Corporate        60%                                                                                40%

Band 4 and Grades 10-14         20%             60%                                                                20%
SBA Staff Support

Band 4 and Grades 10-14                         20%             60%                                                20%
SBU Oprns/Staff Support

Band 4 and Grades 10-14                                         20%                60%                             20%
Div Oprns/Staff Support

Grades 10-14                                                                       20%            60%              20%
Unit/Site/Contract
Oprns/Staff Support

</TABLE>


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

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

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

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

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

VIII.    PERFORMANCE MEASUREMENT COMPONENTS

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

         A.       The Financial Performance of DynCorp:

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

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

         B.       The Financial Performance of the Organizational Unit:

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

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

         C.       The Individual Performance of the Participant:

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

                  Individual  objectives should be established  according to the
                  following guidelines:

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

                  2.  Objectives will evolve from, respond to and/or reflect the
                      Company  objectives established and communicated by the
                      CEO.  Objectives  covering the following areas 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 and within the
                      control of the participant.


IX.      AWARD DETERMINATION

         Awards will be calculated by:

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

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

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

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

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

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

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

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

X.       YEAR-END ADMINISTRATION

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

         Payments will be made in cash, net of applicable  witholdings,  as soon
         as practical  following the Compensation  Committee  meeting,  normally
         held in March following final year-end closing.

         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.


<PAGE>


         The following examples  illustrate how the Plan formula will be applied
         to calculate  the incentive  award for a Grade 10-14  Corporate and SBU
         Operations employees.

A.       Sample Award Calculation:   Corporate

         Target formula: 0.60 DynCorp Financial Performance + 0.40 Individual
         Performance = 1.00

                  ASSUMPTIONS:

                     Base Salary                               $75,000

                     Target Award Percentage                                15%

                     Target Award                            $  11,250

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

                     Individual Performance Factor                          90%



                                   Award Calculation


                                                 % of Component
                    Performance                    Target %
     Component        Factor       Weighting       Payable

      Company
     Financial         80%    X       80%      =     64%                +
    Performance

    Individual
    Performance        90%    X       20%      =     18%                =


 Percent of Total Target Award Payable  =            82%

 Actual Award Amount = 82% of $11,250 = $9,225  (Rounded to $9,200)


<PAGE>



B.       Sample Award Calculation:  SBU Operations

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

         ASSUMPTIONS:

            Base Salary                                 $  100,000

            Target Award Percentage                                    25%

            Target Award                               $    25,000

            SBA Financial Performance Factor                           80%

            SBU RONA Performance Factor                               100%

            SBU Revenue Factor                                        110%

            Individual Performance Factor                              75%



                              Award Calculation



                           Performance                       % of Component
            Component        Factor        Weighting        Target % Payable

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

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

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

           Individual
           Performance         75%     X       20%      =         15%        =


                 Percent of Total Target Award Payable  =         94%

           Actual Award Amount = 94% of $23,500= $23,500 (No rounding required)