1
                         DYNCORP 1995 STOCK OPTION PLAN

         (Effective July 1, 1995, as revised January 30 and May 15, 1997,  March
5, 1998, June 20, 2000, and February 21, 2001)

1.       PURPOSE OF PLAN

         (a) The Board of  Directors of DynCorp  hereby  adopts the DynCorp 1995
Stock Option Plan as of the effective date specified above to provide a means to
encourage  exceptional  performance  by key members of the company's  management
team,  and to provide a mechanism for use in  furtherance  of the DynCorp Equity
Target  Ownership  Plan ("ETOP") which has been adopted  concurrently  with this
Plan.

         (b) Equity  ownership of DynCorp  common stock ("Stock" or "Shares") by
key members of management is considered by the Board to be an important  element
in  securing  superior  performance  by  management  on  behalf  of  all  of the
stockholders.  While management compensation is important,  equity participation
and  equity  ownership  provide  additional   valuable   incentives  to  achieve
outstanding management performance which translates into enhanced share value.

         (c)  Under  the  Plan,  the  Compensation  Committee  of the  Board  of
Directors (the "Committee" ) is authorized to approve periodic grants of options
to acquire Stock to key members of the management  organizations  of the company
and its various  wholly owned  subsidiaries,  divisions and  strategic  business
units  (the  "Company").  All  grants  under  this Plan  shall be made in strict
accordance with the terms of the Plan.

2.       NAME AND TERM OF THE PLAN

         The name of the Plan  shall be the  "DynCorp  1995 Stock  Option  Plan"
which  shall be  referred  to herein as the  "Plan".  The term of the Plan shall
commence as of the effective date and continue  through a date which is ten (10)
years  following the date of the last grant of options under the Plan;  provided
that all options must be granted under the Plan by June 30, 2001.

3.       ADMINISTRATION OF THE PLAN

         The Plan shall be  administered  by the Committee  which shall have the
sole  authority in its complete  discretion  to interpret the Plan and carry out
its intent and  purpose.  The  Committee  shall also have the right from time to
time to amend the Plan. See miscellaneous provisions below.

4.       ELIGIBILITY - PARTICIPATION UNDER THE PLAN

         (a) All full-time  employees of the Company who are participants  under
any Company-sponsored  bonus or incentive  compensation plan, all members of the
Board of Directors,  and other  employees as approved by the Committee  shall be
eligible to become  participants  under the Plan;  provided,  however,  that the
granting of options  under the Plan shall be within the sole  discretion  of the
Committee.  In approving the granting of options under this Plan,  the Committee
shall act on recommendations of the DynCorp Chief Executive Officer who shall in
turn  act  on  recommendations  of the  Company's  Sector  Presidents.  Specific
recommendations  by the Sector Presidents shall be reviewed by the CEO who shall
forward   such   recommendations   as  he  deems   appropriate   together   with
recommendations  for awards to  non-operating  participants to the Committee for
approval.

         (b) In the granting of options under the Plan, consideration may be
given to the following nonexclusive factors:

o  The obligations of the proposed optionee under the ETOP;
o  The  ability  of the  proposed  optionee  to  have  a  significant
   positive  impact on the  Company's  business  success and improved
   Stock value;
o  The potential for the proposed optionee to accept increased responsibility
   within the Company;
o  The need to offer a competitive  compensation  and benefit package in order
   to attract and retain  qualified and highly motivated key personnel; and
o  Performance and results

5. SHARES AUTHORIZED FOR ISSUANCE

         A total of 1,250,000  shares of DynCorp  Common Stock,  par value $0.10
per share, shall be authorized for issuance under the Plan. When issued upon the
valid  exercise of options  granted  under the Plan,  such Shares shall be fully
paid,  non-assessable  shares of DynCorp's  common  stock.  Options shall not be
granted  for more  than the  total  number of  Shares  authorized  for  issuance
hereunder  from time to time;  provided,  that Shares  represented  by forfeited
options will be considered authorized again for issuance hereunder.

6.       MAKING OF GRANTS - PRICE

         (a) Grants of options  under the Plan shall be made only in writing and
shall only be valid if signed by the  President or any Senior Vice  President of
DynCorp.  Recipients  of grants  shall be entitled to receive same only upon the
execution of an  Optionee's  Agreement in the form  appended as  Attachment A to
this Plan,  under which the  optionee  will agree to hold and  exercise  options
hereunder in accordance  with the Plan.  Among other things,  the Agreement will
provide that upon termination of employment for certain reasons, all unexercised
options will be forfeited.

        (b) Grants will be made in the following way, and in accordance with the
following guidelines:

o  Grants will be made only in increments of 100 Shares;
o  All grants will be subject to the vesting requirements of the Plan described
   below;
o  The exercise price  contained in all options issued under the Plan shall be
   no less than the most recently determined fair market value of the Stock as
   of the date of grant as determined in connection with trading on the DynCorp
   Internal Stock Market (the "Market Price");
o  Grants will be  non-transferable  except as specifically  provided and
   permitted under the Plan, and shall be exercisable only during the specified
   term of the Plan;
o  Grants may be made without conditions (other than the execution of the
   Optionee's Agreement) or with conditions approved by the Committee  -- such
   as a condition that the proposed optionee acquire  additional  Shares in the
   DynCorp Internal Stock Market ("Internal Market"); and
o  Grants of options under the Plan may also be made conditional upon a proposed
   optionee becoming an employee of the Company.

7.       VESTING OF OPTIONS

                  (a) (1) For  options  issued  prior to March 5, 1998:  Options
         issued under the Plan may be exercised  only when the right to exercise
         vests under the Plan terms,  and only then to the extent of the vesting
         percentage.  The right to exercise options granted under the Plan prior
         to March 5, 1998 shall  vest over a period of five (5) years  following
         the  grant  of the  option  at the  annual  rate of 20% of the  options
         granted. For example, if an optionee receives the grant of an option to
         purchase  1,000 Shares on June 30, 1995,  he or she could  exercise the
         option to the extent of 200  Shares  after  June 30,  1996,  and to the
         extent of an  additional  200 Shares  after each  successive  June 30th
         through June 30, 2000.

                           (2) For  options  issued on or after  March 5,  1998:
         Options  issued under the Plan may be exercised  only when the right to
         exercise vests under the Plan terms, and only then to the extent of the
         vesting  percentage.  The right to exercise  options  granted under the
         Plan on or after  March 5,  1998  shall  vest over a period of four (4)
         years  following  the grant of the option at the annual  rate of 25% of
         the options granted.  For example, if an optionee receives the grant of
         an option to purchase  1,000 Shares on June 30,  1998,  he or she could
         exercise  the option to the extent of 250 Shares  after June 30,  1999,
         and to the extent of an  additional  250 Shares  after each  successive
         June 30th through June 30, 2002.

                  (b) (1) For  options  issued  prior to March 5, 1998:  Options
         granted prior to March 5, 1998 which are not exercised within seven (7)
         years from the date of grant shall expire,  and the optionee shall have
         no  further  rights  with  respect  to such  options  under the Plan or
         otherwise.

                           (2) For  options  issued on or after  March 5,  1998:
         Options  granted  on or after  March 5, 1998  which  are not  exercised
         within  ten (10)  years from the date of grant  shall  expire,  and the
         optionee  shall have no further  rights  with  respect to such  options
         under the Plan or otherwise.

                           (3) Option extension:  Notwithstanding subsection (1)
         above, individual options granted prior to February 23, 1998 for 10,000
         or fewer  shares  which have not been  exercised  or canceled  prior to
         February 21, 2001 shall expire on the tenth  anniversary of the date of
         grant.  This extension  shall take effect  automatically  and shall not
         require any amendment of individual  Option  Agreements.  All optionees
         who are  beneficiaries  of  this  extension  shall  be so  notified  in
         writing.

         (c) The  Committee  shall have the  authority  under this Plan to grant
options hereunder that are subject to special  performance  vesting  provisions.
For  example,  notwithstanding  the fact  that  options  hereunder  are  vested,
exercise may be  conditioned  upon any of the following  additional  performance
criteria:

o        The achievement of a specified stock price; or
o             The  achievement  of a specified  percentage  stock price increase
              over the option price--e.g.,  vested options can only be exercised
              in the  event the  price as of the  exercise  date is at least 25%
              higher than the grant price.

         Moreover,  the  Committee  shall have the  authority  to grant  special
vesting  period  reductions,  contingent  on  the  Company's  achievement  of  a
specified  stock price or  percentage  of  increase  over the grant  price.  For
example,  options might be granted with the understanding  that in the event the
stock price rose to some  specified  price per share for at least two  quarters,
all of some portion of unvested options should immediately vest.

8.       MECHANICS FOR EXERCISING OPTIONS

         An optionee  may  exercise a vested  option by sending a completed  and
signed  Optionee  Exercise  Form  (as  prescribed  by  DynCorp)  to the  DynCorp
Corporate Secretary together with his or her personal check in the amount of the
exercise  price  times  the  number  of  vested-option  Shares  that  are  being
purchased.  Subject to the restrictions of any current financial covenants,  the
optionee  may pay the  exercise  price,  in whole or in  part,  by  surrendering
previously  owned  Shares,  which  shall be applied at the Market  Price  toward
payment of the exercise  price.  The Corporate  Secretary  will either cause the
Company to issue Shares in the name of the optionee for each option exercised or
will cause such Shares to be purchased  in the  Internal  Market and recorded on
the  Optionee's  Stock  account  within  10 days  following  the next  scheduled
Internal  Market  trade  day.  Under the terms of the  Optionee  Agreement,  the
optionee will specify  whether the Company shall withhold taxes as required upon
the  exercise  of the  option  from the  Optionee's  compensation,  whether  the
optionee  shall pay such required  amount in cash,  or whether such  withholding
shall be  satisfied  in Shares  (at the  Market  Price).  See  discussion  below
concerning taxation."

9.    FORFEITURE OF CERTAIN UNEXERCISED OPTIONS - SHORTENING OF OPTION PERIOD

         The right to exercise  vested  options,  and all  interests in unvested
options,  shall terminate and be forfeited in the event an Optionee's employment
is terminated for any reason except  retirement,  death or disability;  provided
that the  Committee in its sole  discretion  may permit a terminated  optionee a
period of no more than 30 days after  termination of employment  within which to
exercise  previously  vested options.  In the event of the death of an optionee,
all unvested options shall immediately  become vested,  and his or her estate or
legal  representative  shall be entitled to exercise  any  unexercised  options;
provided,  that such exercise must be made prior to the earliest to occur of the
expiration date of such options, or the 180th day after the Optionee's death. An
optionee who is  permanently  and totally  disabled as  established  by evidence
satisfactory  to the  Committee  may exercise all options which are vested as of
his or her  termination  date;  provided  such  exercise is made within the same
period  described  in the  immediately  preceding  sentence.  In the event of an
Optionee's  retirement at age 65 or older, all options shall immediately  become
vested,  and the  optionee  shall  have a  period  of 360  days  from his or her
retirement  date in which to exercise  such  options.  All other  optionees  who
retire prior to achieving  the age of 65 years shall be entitled for a period of
180 days after  retirement to exercise those options which were vested as of his
or her retirement date. All Shares obtained  pursuant to the exercise of options
under these  circumstances  following  termination  of employment  due to death,
disability  or  retirement  shall be  subject  to the  Company's  right of first
refusal to purchase  such Shares at the  prevailing  Market  Price,  which right
shall be exercised by the Company in accordance with the procedures set forth in
the Optionee Agreement.

For  purposes  of  clarification,  if an  optionee is serving as a member of the
Board of  Directors  as well as being an employee,  such  optionee  shall not be
deemed to have been terminated from employment until the later of termination as
an employee and termination as a Director,  and an optionee who is terminated by
reason of  disability  at age 65 or older shall be deemed to have  retired as of
his termination date.

10.      TAX INFORMATION

         The Company will withhold from the Optionee's compensation,  or require
as a condition of option  exercise  that the  optionee  pay to the  Company,  an
amount  sufficient  to comply  with  applicable  federal  and state  withholding
statutes.   DynCorp  may,  however,  permit  optionees  to  satisfy  withholding
requirements,  to the extent  permitted  by law,  through  the  transfer  to the
Company  of  Shares  having  a  fair  market  value  equal  to  the  withholding
requirement.

11.      MISCELLANEOUS PROVISIONS

         (a) The granting of an option shall impose no obligation upon the
optionee to exercise such option.

         (b) Options shall not be transferable other than by will or by the laws
of  descent  and  distribution  and  during  an  Optionee's  lifetime  shall  be
exercisable only by such Optionee.

         (c) The  aggregate  number of Shares  available  for options  under the
Plan,  the Shares  subject to any  option,  and the price per share shall all be
proportionately  adjusted  for any  increase or decrease in the number of issued
Shares  subsequent  to the  effective  date of the  Plan  resulting  from  (1) a
subdivision or consolidation of Shares or any other capital adjustment,  (2) the
payment of a Stock  dividend.  If DynCorp shall be the surviving  corporation in
any merger or consolidation,  any option shall pertain, apply, and relate to the
securities to which a holder of the number of Shares subject to the option would
have been  entitled  after the  merger or  consolidation.  Upon  dissolution  or
liquidation of DynCorp,  or upon a merger or  consolidation  in which DynCorp is
not the surviving  corporation,  this Plan or an identical  successor plan shall
continue in force,  or, should such  successor  plan not be adopted or this Plan
continued,  all options  outstanding  under the Plan shall  immediately vest and
each  optionee  (and each other  person  entitled  under the Plan to exercise an
option)  shall  have  the  right,  immediately  prior  to  such  dissolution  or
liquidation,  or such  merger or  consolidation,  to  exercise  such  Optionee's
options  in whole or in part.  Upon the  consummation  of any such  dissolution,
liquidation, merger, or consolidation, all unexercised options shall terminate.

         (d) The Board or Committee,  by resolution,  may terminate,  amend,  or
revise the Plan with  respect to any  Shares as to which  options  have not been
granted.  Neither the Board nor the  Committee  may,  without the consent of the
holder of an option,  alter or impair any option  previously  granted  under the
Plan,  except as authorized  herein.  Unless sooner  terminated,  the Plan shall
remain in effect  for a period  of five (5)  years  from the date of the  Plan's
adoption  by the  Board.  Termination  of the Plan  shall not  affect any option
previously granted.

         (e) As a condition to the exercise of any portion of an option, DynCorp
may require the person  exercising  such option to represent  and warrant at the
time of such  exercise that any Shares  acquired at exercise are being  acquired
only for investment and without any present intention to sell or distribute such
Shares,  if, in the opinion of counsel for  DynCorp,  such a  representation  is
required  under  the  Securities  Act of  1933  or  any  other  applicable  law,
regulation, or rule of any governmental agency.

         (f) DynCorp,  during the term of this Plan,  will at all times  reserve
and keep  available,  and will seek or obtain  from any  regulatory  body having
jurisdiction any requisite  authority necessary to issue and to sell, the number
of Shares that shall be sufficient to satisfy the requirements of this Plan. The
inability of DynCorp to obtain from any regulatory body having  jurisdiction the
authority  deemed  necessary by counsel for DynCorp for the lawful  issuance and
sale of its Stock  hereunder  shall  relieve  the  Company of any  liability  in
respect  of the  failure  to issue  or sell  Stock  as to  which  the  requisite
authority has not been obtained.

         (g) This Plan shall be governed by the laws of the Commonwealth of
Virginia, without regard to the conflicts-of-law provisions thereof.

         (h) Nothing herein shall be implied to constitute a contract of
employment for any person.

         (i) The plan shall become effective as of the effective date upon
approval by the DynCorp Board of Directors.


================================================================================