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 CEOand 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 COO 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