GRC INTERNATIONAL, INC.
                            DIRECTORS RETIREMENT PLAN

                       As Amended and Restated May 1, 1999

Article 1.        PURPOSE OF PLAN.

         (a) GRC International,  Inc. (the "Company") established this Directors
Retirement Plan (the "Plan") as of the 1st day of July, 1991. The purpose of the
Plan was to provide  supplementary  retirement income for the Company's eligible
Directors  for services  rendered  during the period July 1, 1991 through May 1,
1999.  The  Plan  has  been  amended  and  restated  at May 1,  1999 in order to
terminate  further  accruals of retirement  benefits under the Plan,  provide an
equitable basis upon which to wind up the Company's  obligations under the Plan,
and provide for the termination of the Plan.

         (b) It is  intended  that  this  Plan  be  maintained  as an  unfunded,
unsecured,  nonqualified deferred compensation  arrangement,  not subject to the
substantive  provisions of the Employee  Retirement  Income Security Act of 1974
and not eligible for the insurance  protection  provided by the Pension  Benefit
Guaranty Corporation, provided, however, that if a Change of Control occurs, all
benefits remaining payable hereunder will be paid in accordance with Article 5.

Article 2.        DEFINITIONS.

         For purposes of this Plan and any explanatory  material associated with
it,  the  following  terms  shall  have the  following  meanings  unless  stated
otherwise:

         (a)      "Board" means the board of directors of the Company.

         (b)  "Committee"  means  those  Directors  appointed  by the  Board  to
administer the Plan.

         (c)  "Deferred  Stock  Units"  means  the  credits  to a  Participant's
deferral  account under Article 5, each of which represents the right to receive
one share of the Company's Common Stock upon settlement of the deferral account.
Deferral  accounts,  and Deferred Stock Units credited  thereto,  are maintained
solely   as   bookkeeping   entries   by  the   Company   evidencing   unfunded,
non-transferable obligations of the Company.

         (d)  "Director"  means a member of the Board who occupied such position
at any time during the period from the  Original  Effective  Date through May 1,
1999.

         (e) "Former Plan" means the Plan as in effect  immediately prior to May
1, 1999.

         (f)  "Original  Effective  Date" means July 1, 1991,  the date the Plan
originally became effective.

         (g) "Participant" means a Director  participating in the Plan as of May
1, 1999. No person who is not a Director at May 1, 1999 remains  entitled to any
current or future benefit under the Plan.

         (h) "Plan Administrator" means the General Counsel of the Company.
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         (i)  "Service"  means  service  performed on behalf of the Company as a
Director.

         (j)  "Standard  Retirement  Benefit"  has the  meaning  assigned  under
Article 4 of the Former Plan.

         (m) "Year of Service"  means the 12-month  period  commencing  with the
date on which the individual  became a Director,  and each such 12-month  period
thereafter,  rounded to the nearest whole year, except that no Service after May
1, 1999 shall be counted  toward a Year of Service;  provided,  however,  that a
Director  will not be given  credit for a Year of Service for any such  12-month
period in which the Director's fees, wages, salary or bonuses paid to him by the
Company exceed $200,000 in the aggregate.

Article 3.        PARTICIPATION AND PLAN TERMINATION

         (a) All  Participants  in the Plan on May 1, 1999 shall be  entitled to
participate in the Plan and receive  benefits as specified in or under the Plan,
based on service as a Director on or before May 1, 1999. No benefits will accrue
to any  Participant  based on service as a  Director  after May 1, 1999,  and no
person other than such a Participant  shall participate in the Plan on and after
May 1, 1999.

         (b) At such time as all Participants have received Deferred Stock Units
in  exchange  for  rights to other  benefits  under the Plan,  or  otherwise  no
benefits  remain payable or  potentially  payable under the Plan, the Plan shall
terminate.

Article 4.        BENEFITS TO EXISTING RETIREES

         At May 1, 1999,  no person who is not then a Director is  receiving  or
remains potentially entitled to receive benefits under the Plan.

Article 5.        BENEFITS TO PARTICIPANTS SERVING AS DIRECTORS ON MAY 1, 1999

         (a) Each  Participant  who is a Director of the Company on May 1, 1999,
shall be  permitted,  on or before July 31, 1999, to elect to receive a grant of
Deferred  Stock Units having an  aggregate  fair market  value,  at May 1, 1999,
equal to the present  value at May 1, 1999, of the  Participant's  total accrued
benefits  under the Plan,  in exchange  for the  Participant's  surrender of all
rights to other benefits, including retirement and death benefits and any Change
of Control Annuity (as authorized under the Former Plan), payable or potentially
payable under the Plan to such Participant and/or his Designated  Beneficiaries.
A  Participant  who  surrenders  all  rights to  benefits  under the Plan in the
exchange  provided  for under this  Article 5 must  execute  and  deliver to the
Company  a  Deferred  Stock  Units  Agreement,  on  or  before  July  31,  1999,
substantially in the form attached hereto, irrevocably agreeing to such exchange
and the  surrender  of all  rights to  benefits  under the Plan  other  than the
Deferred  Stock Units to be issued  pursuant to this  Article 5. For purposes of
this Article 5, a Participant's total accrued benefits under the Plan shall mean
the  benefits  payable  under  the  Former  Plan  to  the  Participant  and  his
beneficiaries  assuming  the  Participant  retired as a Director on May 1, 1999,
except  that,  instead of the vesting  specified  in Article  4(b) of the Former
Plan,  the  Participant  would be assumed to have become  entitled to 10% of the
maximum  Standard  Retirement  Benefit  for each Year of Service  accrued by the
Director  as of May 1, 1999 (up to a maximum of 100%).  Present  value and other
factors  necessary to calculate the amount payable under this Article 5 shall be
calculated  assuming accrued benefits would be payable  beginning at age 70, and
assuming a

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post-retirement  interest rate of 4.5%, and otherwise as determined by actuarial
and other experts retained by the Company for the purpose of calculating amounts
under this Article 5(a).

         (b)  The  Deferred  Stock  Units  Agreement  shall  provide  that  each
Participant  shall  receive  settlement  of his Deferred  Stock Units in full on
January 1 of the year after his  retirement  or other  cessation of service as a
Director.  Settlement  shall be made solely by issuance or delivery of shares of
the Company's  Common Stock,  which shares may be authorized but unissued shares
or treasury shares.

         (c) The Company shall establish for the Participant a deferral  account
and credit thereto the number of Deferred  Stock Units  determined in accordance
with Article 5(a).  The fair market value of Deferred Stock Units shall be based
upon the  average of the high and low sales  prices of Company  Common  Stock on
April 30, 1999.  Deferred Stock Units so credited  shall not include  fractional
units but rather  shall be rounded to the  nearest  whole unit.  Deferred  Stock
Units  shall  be  entitled  to be  credited  with  dividend  equivalents  and to
equitable adjustments upon the occurrence of extraordinary  corporate events, to
prevent dilution or enlargement of the Participant's rights.

         (d)  Deferred  Stock Units  credited  under this Article 5 shall at all
times be fully vested and non-forfeitable, except as provided in Article 3(b).

         (e) If a  Participant  serving as a Director  on May 1, 1999,  does not
make the election  authorized in Article 5(a) above,  benefits  shall be paid in
accordance  with the terms of the  Former  Plan to such  Participant  and/or his
beneficiary,  except that no additional amount of benefits will accrue under the
Plan after May 1, 1999.  Accordingly,  such Participant's Years of Service shall
be deemed  to equal his Years of  Service  as of May 1,  1999,  and the  maximum
amount of Retainer  (as defined in the Former  Plan) for purpose of  calculating
such Participant's benefits shall not exceed the Retainer in effect as of May 1,
1999.

         (f)  Other  provisions  of this  Plan  notwithstanding,  (i) no  single
Participant  may acquire under the Plan Deferred Stock Units  representing  more
than one percent of the Company's  Common Stock  outstanding at May 1, 1999, and
(ii) the aggregate number of Deferred Stock Units that may be granted hereunder,
together with shares  authorized for grant under all plans of the Company (other
than  plans  for  which  shareholder  approval  is not  required  under  Section
312.03(a)(1)  - (3) of the Listed  Company Manual of the New York Stock Exchange
or otherwise excluded under Section  312.03(a)(4)) shall be limited so as not to
authorize  issuance of more than five percent of the  Company's  Common Stock at
May 1, 1999.

Article 6.        MISCELLANEOUS.

         (a) Deferred Stock Units shall be non-transferable, and no person shall
be entitled to anticipate any payment hereunder by assignment, alienation, sale,
pledge, encumbrance or transfer of such payment or rights thereto in any form or
manner prior to actual or constructive receipt thereof.

         (b) The Company's  obligations hereunder shall be entirely unfunded and
unsecured,  and upon the nonpayment of any obligation  hereunder,  a Director or
his Designated Beneficiary shall have the right only of an unsecured creditor of
the Company.

         (c) The Board,  either acting directly or through the Committee,  shall
interpret  the Plan  and  make all  determinations  necessary  or  desirable  to
implement the Plan. This authority

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may be  delegated to the Plan  Administrator.  The  determination  of either the
Board,  the Committee or the Plan  Administrator  shall be final and  conclusive
(except the Board or Committee  shall retain  authority to preempt action of the
Plan Administrator).  The Board, Committee or Plan Administrator may obtain such
advice or  assistance  as it deems  appropriate  from  employees of the Company,
experts and other third parties.

         (d) Any payment due hereunder  shall be made on the first  business day
of the applicable month.

         (e) This  Plan  shall be  subject  to and  governed  by the laws of the
Commonwealth  of Virginia  without regard to the conflict of laws and principles
thereof, except corporate law matters shall be determined in accordance with the
Delaware General Corporation Law.


Attachment:       Form of Deferred Stock Unit Agreement

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