Change in Control Severance Ag

Change in Control Severance Agreement - DynCorp and Raymond J. Mulligan(Apr 16, 1998)

               AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT
         For good and  valuable  consideration,  the  receipt of which is hereby
acknowledged, the letter agreement, dated September 8, 1987, relating to certain
obligations  arising in the event of a Change in Control or Potential  Change in
Control,  executed  for  DynCorp by Raymond J.  Mulligan,  and  executed  by the
undersigned  manager of DynCorp,  is hereby amended as follows,  effective April
16, 1998:
1. In each place in where they appear in Section 2 of the letter  agreement, 
   the  figures  '25%' are amended to read '35%'.
2. The following Subsection (iv) is added to Section 2 of the letter agreement:
         'Effective  upon the  occurrence  of a Change of Control,  all unvested
         options and rights  granted to you under any stock  option,  restricted
         stock or other  stock-based  benefit plan (excluding the Employee Stock
         Ownership  and Savings and  Retirement  Plans) shall  immediately  vest
         notwithstanding  the absence from such  plan(s) of language  that would
         trigger  such  vesting  as of such  date,  and you  shall  be  entitled
         thereafter to exercise with respect to such previously unvested options
         or shares all rights  described  in such plans as being  applicable  to
         fully vested options or shares.'
3. Except as specifically  amended hereby,  the letter agreement remains in full
force and effect in accordance with the terms thereof.
         The foregoing  amendments are hereby  accepted as of April 16, 1998, by
the undersigned parties.
DynCorp                                           Manager
By: /s/ Paul V. Lombardi                         /s/  David L. Reichardt
        Paul V. Lombardi                              David L. Reichardt
        President & Chief                             Senior Vice President &
        Executive Officer                             General Counsel