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<SEC-DOCUMENT>0000102752-08-000012.txt : 20080428
<SEC-HEADER>0000102752-08-000012.hdr.sgml : 20080428
<ACCEPTANCE-DATETIME>20080428152419
ACCESSION NUMBER:		0000102752-08-000012
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20080422
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
FILED AS OF DATE:		20080428
DATE AS OF CHANGE:		20080428

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VSE CORP
		CENTRAL INDEX KEY:			0000102752
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ENGINEERING SERVICES [8711]
		IRS NUMBER:				540649263
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-03676
		FILM NUMBER:		08780881

	BUSINESS ADDRESS:	
		STREET 1:		2550 HUNTINGTON AVE
		CITY:			ALEXANDRIA
		STATE:			VA
		ZIP:			22303
		BUSINESS PHONE:		7039604600

	MAIL ADDRESS:	
		STREET 1:		2550 HUNTINGTON AVENUE
		CITY:			ALEXANDRIA
		STATE:			VA
		ZIP:			22303

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VALUE ENGINEERING CO
		DATE OF NAME CHANGE:	19790612
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>vse8k04222008.txt
<DESCRIPTION>VSE CORPORATION FORM 8-K APRIL 22, 2008
<TEXT>
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                Current Report
                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported):  April 22, 2008


                               VSE CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

                                   DELAWARE
        (State or Other Jurisdiction of Incorporation or Organization)


                 0-3676                            54-0649263
        (Commission File Number)         (I.R.S. Identification Number)


         2550 Huntington Avenue
          Alexandria, Virginia                     22303-1499
(Address of Principal Executive Offices)           (Zip Code)


      Registrant's Telephone Number, Including Area Code:  (703) 960-4600

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities
    Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



Item 5.02       Departure of Directors or Certain Officers; Election of
                Directors; Appointment of Certain Officers; Compensatory
                Arrangements of Certain Officers.

        On April 22, 2008, VSE Corporation ("VSE" or the "Company") announced
the appointment, effective as of April 28, 2008, of Maurice A. Gauthier to the
positions of Chief Executive Officer, President and Chief Operating Officer of
VSE.  Also effective as of April 28, 2008, Donald M. Ervine was appointed
Executive Chairman of VSE's Board of Directors (the "Board"), and he resigned
his positions as Chief Executive Officer, President and Chief Operating Officer
of VSE.

        Mr. Gauthier completed a military career of over 28 years of service,
retiring in 1997 as a Navy Captain and board certified Department of Defense
Major Program Manager for the Naval Sea Systems Command Foreign Military Sales
program and the San Antonio Landing Platform Dock Class Shipbuilding Program.
Mr. Gauthier worked for VSE from October 1997 through February 1999 as Vice
President and Chief Technology Officer and as Director of Strategic Planning
and Business Development, before joining the Nichols Research Corporation Navy
Group as its President. With the acquisition of Nichols Research Corporation by
Computer Sciences Corporation (CSC) in 1999, Mr. Gauthier served as Vice
President of CSC's Advanced Marine Center. His most recent assignment with CSC
has been Vice President and General Manager of CSC's Navy and Marine Corps
Business Unit where he was responsible for the overall leadership and financial
performance of a 2,500-person organization providing systems engineering,
technical, information technology and telecommunications support to U.S. Navy
and Marine Corps customers.

        In connection with the foregoing referenced appointments, VSE entered
into an employment agreement with Mr. Gauthier and a transition agreement with
Mr. Ervine.  The following descriptions of the employment agreement and the
transition agreement are summary in nature and do not purport to be complete,
and are qualified in their entirety by reference to the respective agreements,
copies of which are attached to this Form 8-K as Exhibits 10.1 and 10.2.
Before being submitted to and approved by the Board, the employment agreement
and the transition agreement were negotiated and approved for submission to the
Board by a special committee of four independent members of VSE's board of
directors.

Employment Agreement

       Pursuant to an agreement dated as of April 22, 2008 between VSE and Mr.
Gauthier (the "Employment Agreement"), Mr. Gauthier serves as VSE's Chief
Executive Officer, President and Chief Operating Officer at a base salary of
$415,000 per annum. Mr. Gauthier is employed for a term ending on April 28,
2010, subject to automatic extensions for successive one-year periods unless
notice not to renew is given by VSE or Mr. Gauthier at least 60 days prior to
the expiration of the term or any such one-year extension of the term. Mr.
Gauthier's base salary is subject to review each January, provided that the
base salary shall not be less than $415,000 per annum. Mr. Gauthier is also
eligible to receive an annual performance bonus each year as determined by the
Board under VSE's Performance Bonus Plan. As an inducement to become VSE's
Chief Executive Officer, President and Chief Operating Officer, Mr. Gauthier
will receive a cash bonus of $25,000 and a grant of 5,831 shares of VSE Common
Stock, par value $.05 per share, with subsequent vesting and issue dates,
subject to Mr. Gauthier's employment not having been terminated, as follows:

                                   Page 2

25% of the shares will be vested and issued to Mr. Gauthier on April 28, 2008
and 2009, and the remaining 50% of the shares will be vested and issued to Mr.
Gauthier on April 28, 2010.

       Mr. Gauthier's employment may be terminated by the Board for willful and
gross misconduct, and his employment may also be terminated in the case of
death or disability which prevents Mr. Gauthier from substantially fulfilling
his duties for a period in excess of 90 work days during any period of 365
consecutive days. If Mr. Gauthier's employment is terminated because of death
or illness or disability, he or his beneficiary, as the case may be, will be
paid his annual base salary then in effect for one full year from the date of
death or disability.

       Mr. Gauthier's employment may also be terminated without cause with five
days' prior notice and on payment of the lesser of $830,000 if before the first
anniversary of the April 28, 2008 effective date of the Employment Agreement
(the "Effective Date") or such amount as would not trigger the application of
Section 280G of the Internal Revenue Code of 1986, as amended (the "280G
Limitation"). If Mr. Gauthier's employment is terminated between the first and
second anniversary of the Effective Date, Mr. Gauthier will be entitled to a
lump sum severance compensation payment equal to the lesser of two times his
annual base salary then in effect or the 280G Limitation.  If a Change of
Control, as defined, occurs, Mr. Gauthier may terminate the Employment
Agreement for Good Reason, as defined, on 30 days' notice. If Mr. Gauthier or
VSE terminate the Employment Agreement for Good Reason within 365 days after a
Change of Control occurs, Mr. Gauthier shall be entitled to a payment of the
lesser of $830,000 or the 280G Limitation if termination occurs before the
first anniversary of the Effective Date or three times his annual base salary
then in effect or the 280G Limitation if termination occurs after the first
anniversary of the Effective Date.

	The Employment Agreement includes undertakings by Mr. Gauthier regarding
exclusive services and business opportunities during the term of his
employment, covenants regarding the safeguarding and return of confidential
data and the non-solicitation of employees for a two-year period following
termination, and a covenant not to be involved, directly or indirectly, in a
business enterprise that competes with VSE during the term of his employment
and for two-year period thereafter. Mr. Gauthier also agrees that VSE is
entitled to appropriate equitable remedies, including specific performance and
injunctive relief if he breaches any of the two-year post-termination
covenants.

Transition Agreement

       Pursuant to an agreement dated as of April 22, 2008 between VSE and Mr.
Ervine (the "Transition Agreement"), Mr. Ervine, effective as of April 28,
2008, resigned as VSE's Chief Executive Officer, President and Chief Operating
Officer and agreed to serve as VSE's Executive Chairman of the Board until
December 31, 2008, followed by service as VSE's Non-executive Chairman of the
Board for a period of two years from January 1, 2009 through December 31, 2010.
On the occasion his resignation as VSE's Chief Executive Officer, President and
Chief Operating Officer and in recognition of his 25 years of loyal and
dedicated service to VSE and its stockholders, the Board awarded Mr. Ervine a
grant of 4,374 shares of VSE Common Stock, par value $.05 per share, pursuant
to VSE's Restricted Stock Plan.

                                   Page 3

       In addition Mr. Ervine will make himself available during normal business
hours to provide such mentoring, consulting and advisory services as are
reasonably requested by the Board or VSE's Chief Executive Officer, with
special emphasis on services as stockholders' advocate; corporate governance
and oversight; quality management system/information technology system;
sustainment of the corporate culture for honesty, integrity, and quality work
in all business dealings; strategic planning; business and corporate financial
planning; mergers and acquisitions; succession planning (all levels); banking
relationships; customer relations; investor relations; facilities and
infrastructure and relocation planning; and advocate for continued growth and
profitability. Mr. Ervine will also continue to perform the following currently
assigned duties: Chairman of the boards of directors of VSE's wholly owned
subsidiaries, and Chairman of the Board's Planning and Finance Committee.
During his term of service ending on December 31, 2008, as Executive Chairman
of the Board, or, as the case may be, a VSE director, Mr. Ervine will continue
as an officer and employee of VSE and will be paid his current base salary of
$360,000 per annum and will continue to participate in all VSE fringe and
compensation benefit programs, including the Performance Bonus Plan, Deferred
Compensation Plan and Restricted Stock Plan. During his two-year term of
service as Non-executive Chairman of the Board, or, as the case may be, a VSE
director, Mr. Ervine will be paid a consulting fee at the base rate of $216,000
per annum, and he will be eligible for a performance incentive bonus not to
exceed $216,000 per year if VSE achieves certain annual return on equity target
percentages.

       During the term of the Transition Agreement, the Board will, subject to
applicable laws and regulations and the Board's fiduciary duties to the Company
and its stockholders: (a) nominate Mr. Ervine to be elected as a VSE director
by VSE's stockholders at each annual and other meeting of VSE's stockholders at
which they will elect VSE directors and (b) if Mr. Ervine is then a VSE
director, appoint and maintain Mr. Ervine as Chairman until at least the date
of the first  annual or other meeting of VSE's stockholders in 2010 at which
they  will elect VSE directors.

	The Transition Agreement also includes undertakings by Mr. Ervine
regarding the provision of his services in a professional and diligent manner
during the term of the Transition Agreement, covenants regarding the
safeguarding and return of confidential data for period of one-year following
termination of the Transition Agreement, and, in the event of a termination of
the Transition Agreement prior to December 31, 2010, for the payment of a lump
sum equal to the compensation and fees Mr. Ervine would have earned under the
Transition Agreement if Mr. Ervine had continued to serve until December 31,
2010.

Item 5.03       Amendments to Articles of Incorporation or By-Laws; Change in
                Fiscal Year.

        On April 22, 2008, the Board amended VSE's by-laws("By-Laws") (a) to
separate the two positions of Chairman and Chief Executive Officer and
President and Chief Operating Officer into four positions: Chairman of the
Board, Chief Executive Officer, President, and Chief Operating Officer, and (b)
to provide that the Board may designate the Chairman of the Board as the
Executive Chairman of the Board, in which case the Executive Chairman of the
Board shall be an officer of VSE.

        A copy of VSE's By-Laws (amended as of April 22, 2008)reflecting the
foregoing amendments is filed as Exhibit 3.1 to this Form 8-K.

                                   Page 4

        After the above-discussed amendment to the By-Laws, Article V,
Sections 1 through 14 of the By-Laws read as follows:

                                  ARTICLE V

                                  OFFICERS

	Section 1. The offices of the corporation shall be a chief executive
officer, a president, a chief operating officer, a chief financial officer, one
or more vice-presidents, a secretary, a treasurer, and a comptroller, and such
other offices as shall seem advisable to the board. Two or more offices may be
held by the same person, unless the certificate of incorporation or these by-
laws otherwise provide. The board of directors may designate the chairman of
the board as an executive chairman, in which case such executive chairman shall
be an officer of the corporation.

	Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a chairman from among the directors, and
shall choose a chief executive officer, a president, a chief operating officer,
a chief financial officer, a one or more vice-presidents, secretary, a
treasurer, and a comptroller, none of whom need be a member of the board. The
board may also choose such additional vice-presidents and assistant secre-
taries, treasurers, and comptrollers as shall seem advisable to the board.

	Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

	Section 4. The salary of the chief executive officer and of the executive
chairman, if one is designated, shall be reviewed annually, with changes
recommended by the Compensation Committee. The salaries of all officers of the
corporation (other than the chief executive officer and the executive chairman,
if one is designated) shall be reviewed by the Compensation Committee, with
changes recommended by the chief executive officer. The chairman of the
Compensation Committee will present the recommendations of the Compensation
Committee to the board of directors for ratification and approval.

	Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                          THE CHAIRMAN OF THE BOARD

	Section 6. The chairman of the board shall preside at all meetings of
the stockholders and of the board of directors. He shall perform all such other
duties as are properly required of him by the board of directors.

	Section 7. The board of directors may designate the chairman of the
board as an executive chairman, in which case such person shall be an officer
of the corporation. He shall advise and counsel with the chief executive officer
and, in his absence, with other officers of the corporation, and he shall
perform such other duties as may from time to time be assigned to him by the

                                   Page 5

board of directors. A chairman of the board designated as an executive chairman
need not be an employee of the corporation.

                        THE CHIEF EXECUTIVE OFFICER

	Section 8. The chief executive officer of the corporation shall have
general and active management of the business of the corporation, shall see
that all orders and resolutions of the board of directors are carried into
effect, and, unless otherwise provided by the board of directors, shall in the
absence of the chairman of the board preside at all meetings of the
stockholders.

	Section 9. He shall execute bonds, mortgages and other contracts re-
quiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of di-
rectors to some other officer or agent of the corporation.

	Section 10. He shall, as chief executive officer, be vested with
authority to perform, singly or together with other officers of the cor-
poration, all of the duties given or imposed by these by-laws or the board of
directors on the other officers or employees of the corporation.

	Section 11. In the absence or disability of the president, chief
operating officer, or chief financial officer, the chief executive officer
shall select and recommend to the board of directors for approval a candidate
to fill the office of president, chief operating officer, or chief financial
officer. Candidates may be selected from the board of directors, officers or
employees of the corporation, or from sources outside of the corporation. The
chief executive officer will perform the duties of the president, chief
operating officer, or chief financial officer until a candidate is chosen and
approved by the board of directors and has qualified to perform the duties of
the office of president, chief operating officer, or chief financial officer.

                                   THE PRESIDENT

	Section 12. The president shall be the chief administrative officer of
the corporation and shall have such other powers as may be prescribed by the
board of directors or chief executive officer, under whose supervision he shall
be.

	Section 13. In the absence or disability of the chief executive officer,
or in the event of his inability or refusal to act, the president shall perform
the duties and exercise the powers of the chief executive officer, and when so
doing, shall have all the powers of and be subject to all the restrictions on
the chief executive officer.

                             THE CHIEF OPERATING OFFICER

	Section 14. The chief operating officer of the corporation shall have the
operating management of the business and shall perform such other duties as may
be prescribed by the board of directors or chief executive officer, under whose
supervision he shall be.

                                   Page 6

        Prior to the above-discussed amendments to the By-Laws, Article V,
Sections 1 and 10 of the By-Laws read as follows:

                                  ARTICLE V

                                  OFFICERS

	Section 1.  The offices of the corporation shall be a chairman and chief
executive officer, a president and chief operating officer, one or more vice-
presidents, a chief financial officer, a secretary, a treasurer, and a
comptroller, and such other offices as shall seem advisable to the board.  Two
or more offices may be held by the same person, unless the certificate of in-
corporation or these by-laws otherwise provide.

	Section 2.  The board of directors at its first meeting after each annual
meeting of stockholders shall choose a chairman and chief executive officer
from among the directors, and shall choose a president and chief operating
officer, one or more vice-presidents, a chief financial officer, a secretary, a
treasurer, and a comptroller, none of whom need be a member of the board.  The
board may also choose such additional vice-presidents and assistant secre-
taries, treasurers, and comptrollers as shall seem advisable to the board.

	Section 3.  The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

	Section 4.  The salary of the Chairman and Chief Executive Officer shall
be reviewed annually, with changes recommended by the Compensation Committee.
The salaries of all officers of the corporation (other than the Chairman and
Chief Executive Officer) shall be reviewed by the Compensation Committee, with
changes recommended by the Chairman and Chief Executive Officer. The Chairman
of the Compensation Committee will present the recommendations of the
Compensation Committee on the salary of the Chairman and Chief Executive
Officer and all other officers of the corporation to the board of directors for
ratification and approval.

	Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors.  Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                  THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

	Section 6.  The chairman and chief executive officer of the corporation
shall have general and active management of the business of the corporation,
shall see that all orders and resolutions of the board of directors are carried
into effect, and, unless otherwise provided by the board of directors, shall
preside at all meetings of the stockholders and the board of directors.

	Section 7.  He shall execute bonds, mortgages and other contracts re-
quiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of di-
rectors to some other officer or agent of the corporation.

                                   Page 7

	Section 8.  He shall, as chairman and chief executive officer, be vested
with authority to perform, singly or together with other officers of the cor-
poration, all of the duties given or imposed by these by-laws or the board of
directors of the other officers or employees of the corporation.



                  THE PRESIDENT AND CHIEF OPERATING OFFICER

	Section 9.  The president shall be the chief operating and
administrative officer of the corporation and shall have such other powers as
may be prescribed by the board of directors or chairman and chief executive
officer, under whose supervision he shall be.

	Section 10.  In the absence or disability of the chairman and chief ex-
ecutive officer, or in the event of his inability or refusal to act, the pres-
ident and chief operating officer shall perform the duties of the chairman and
chief executive officer, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the chairman and chief executive offi-
cer.
	In the absence or disability of the president and chief operating offi-
cer, the chairman and chief executive officer shall select and recommend to the
board of directors for ratification a candidate to fill the office of president
and chief operating officer.  Candidates may be selected from the board of
directors, officers or employees of the corporation or from sources outside of
the corporation.  The chairman and chief executive officer will perform the
duties of the president and chief operating officer until a candidate is chosen
and ratified by the board of directors and has qualified to perform the duties
of the office of president and chief operating officer.








                                   Page 8

Item 9.01       Financial Statements and Exhibits

(c)  Exhibits

           Exhibit
           Number
           ------
            3.1  By-Laws of VSE Corporation (amended as of
                 April 22, 2008)
           10.1  Employment Agreement dated April 22, 2008, by and between VSE
                 and Maurice A. Gauthier
           10.2  Transition Agreement dated April 22, 2008, by and between VSE
                 and Donald M. Ervine
           99.1  Press release issued by VSE Corporation on April 22, 2008


                                 SIGNATURES


     	Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           VSE CORPORATION
                                           (Registrant)



Date:  April 28, 2008                       /s/ C. S. Weber
                                           -----------------------------
                                           C. S. Weber
                                           Executive Vice President
                                             And Secretary
















                                   Page 9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>vseexhibit3-1.txt
<DESCRIPTION>BY-LAWS OF VSE CORPORATION (AMENDED AS OF APRIL 22, 2008)
<TEXT>
                                                                    Exhibit 3.1
                         BY-LAWS OF VSE CORPORATION
                    (as amended by the Board of Directors
                    of VSE Corporation on April 22, 2008)

                                  ARTICLE I

                                   OFFICES

	Section 1. The registered office of the corporation shall be in
the City of Wilmington, County of New Castle, State of Delaware.

	Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the
corporation may require.


                                 ARTICLE II

                           MEETING OF STOCKHOLDERS

	Section 1. All meetings of the stockholders for the election of
directors shall be held in the Washington, D.C., metropolitan area, at
such place as may be fixed from time to time by the board of
directors, or at such other place as shall be designated from time to
time by the board of directors and stated in the notice of the
meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

	Section 2. Annual meetings of stockholders, commencing with the
year 1986, shall be held in the month of May each year at a date and
at a time to be fixed by the board of directors and stated in the
notice of meeting, at which time they shall elect by a plurality vote
a board of directors, and transact such other business as may properly
be brought before the meeting.

	Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder
entitled to vote thereat at least ten days before the date of the
meeting.

	Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled
to vote at said meeting, arranged in alphabetical order, showing the
address of and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the
meeting, either at a place within the city, town or village where the
meeting is to be held and which place shall be specified in the notice
of the meeting, or, if not specified, at the place where said meeting
is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.



	Section 5. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the chairman and shall
be called by the chairman or secretary at the request in writing of a
majority of the board of directors, or at the request in writing of
stockholders owning twenty-five percent (25%) in amount of the entire
capital stock of the corporation issued and outstanding and entitled
to vote. Such request shall state the purpose or purposes of the pro-
posed meeting.

	Section 6. Written notice of a special meeting of stockholders,
stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each
stockholder entitled to vote thereat, at least five days before the
date fixed for the meeting.

	Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

	Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise
provided by statute or by the certificate of incorporation. If,
however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have
been transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after the adjournment
a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

	Section 9. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express
provision of the statutes or of the certificate of incorporation, a
different vote is required in which case such express provision shall
govern and control the decision of such question.

	Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each
share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its
date, unless the proxy provides for a longer period.

	Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                   Page 2

                                 ARTICLE III

                                  DIRECTORS

	Section 1. The number of directors which shall constitute the
whole board shall be a minimum of six directors and a maximum of ten
directors. Within the limits above specified, the number of directors
shall be determined by resolution of the board of directors or by the
stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section
2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be
stockholders.

	Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen
shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner
displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the
whole board (as constituted immediately prior to such increase), the
Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the
shares at the time outstanding having a right to vote for such
directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office.

	Section 3. The business of the corporation shall be managed by or
shall be under the direction of its board of directors which may
exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised
or done by the stockholders.

	Section 4. Stockholders of the corporation may recommend persons
to be nominated for election as directors of the corporation at the
annual meeting of stockholders. To be considered for nomination, such
recommendation must be received in writing by the secretary of the
corporation no later than ninety (90) days before the date which
corresponds to the date on which the annual meeting of stockholders
was held during the immediate prior year. Such recommendation shall be
accompanied by the name of the stockholder proposing the candidate,
evidence that stockholder is a beneficial owner of the outstanding
stock of the corporation as of the record date established for the
determination of stockholders entitled to notice of and to vote at the
annual meeting of stockholders, the name of candidate being proposed
for nomination, and the candidate's biographical data and
qualifications.

                     MEETINGS OF THE BOARD OF DIRECTORS

	Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State
of Delaware.

	Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by
the vote of the stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be
present. In the event of the failure of the stockholders to fix the

                                   Page 3

time or place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall
be specified in a written waiver signed by all of the directors.

	Section 6. Regular meetings of the board of directors may be held
on two days' written notice at such time and at such place as shall
from time to time be determined by the board.

	Section 7. Special meetings of the board may be called by the
chairman on two days' notice to each director; special meetings shall
be called by the chairman or secretary in like manner and on like
notice on the written request of two directors unless the board
consists of only one director; in which case special meetings shall be
called by the chairman or secretary in like manner and on like notice
on the written request of the sole director.

	Section 8. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors,
except as may be otherwise specifically provided by statute or by the
certificate of incorporation. If a quorum shall not be present at any
meeting of the board of directors the directors present thereat may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

	Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be
taken at any meeting of the board of directors or of any committee
thereof may be taken without a meeting, if a written consent thereto
is signed by all members of the board or of such committee as the case
may be, and such written consent is filed with the minutes of
proceedings of the board or committee.

	Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or
any committee designated by the board of directors, may participate in
a meeting of the board of directors, or any committee, by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in
person at the meeting.

                           COMMITTEES OF DIRECTORS

	Section 11. (a) The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees,
each committee to consist of one or more of the directors of the
corporation; however, except as required by applicable law or
regulation, or as provided by the committee charter or a resolution of
the board approved by a majority of the independent directors, no com-
mittee shall be empowered by the board to initiate or take any action
without prior ratification of such proposed action by the majority of
the board of directors then in office.
	(b) No such committee or committees of the board of directors
shall have the power or authority:
		(i) to amend the certificate of incorporation (except that a
	committee may, to the extent authorized in the resolution or
	resolutions providing for the issuance of shares of stock adopted
	by the board of directors as provided in Section 151(a), fix any
	of the preferences or rights of such shares relating to dividends,
	redemption, distribution of assets of the corporation

                                   Page 4

	or the conversion into, or the exchange of such shares for,
	shares of any other class or classes or any other series of the
	same or any other class or classes of stock of the corporation),
		(ii) to adopt an agreement of merger or consolidation,
		(iii) to recommend to the stockholders the sale, lease or
	exchange of all or substantially all of the corporation's
	property and assets,
		(iv) to recommend to the stockholders a dissolution of the
	corporation or a revocation of a dissolution, or
		(v) to amend the by-laws of the corporation;
	and, unless the resolution or certificate of incorporation
	expressly so provide, no such committee shall have the power or
	authority
		(vi) to declare a dividend or to authorize the issuance of
	stock or to adopt a certificate of ownership and merger.
	(c) Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors.

	Section 12. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

                          COMPENSATION OF DIRECTORS

	Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the
authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the board of
directors and shall receive such compensation for their services as directors
as shall be determined by the board of directors. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefore. Members of special or standing committees
may be allowed like compensation for attending committee meetings.

                            REMOVAL OF DIRECTORS

	Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.



                             DIRECTORS EMERITUS

	Section 15. Unless otherwise restricted by the corporation's
certificate of incorporation or by law, the corporation may have and
appoint such directors emeritus as shall seem advisable to the board
of directors. To qualify for appointment as a director emeritus, the
nominee shall be a retired director of the corporation. The term
"director emeritus" is an honorary title entitling the holder thereof
to all of the rights and privileges thereunto pertaining. No
compensation shall be paid by the corporation to a director emeritus
for service as such; however, the board of directors shall have the
authority to award honoraria or to reimburse expenses, if any, under
specified conditions set forth in a resolution of the board. The
holder of the title "director emeritus" shall not act as and shall not
be considered a director, officer or otherwise as an employee or agent
of the corporation.

                                   Page 5

                                 ARTICLE IV

                                   NOTICES

	Section 1. Whenever, under the provisions of the statutes or of
the certificate of incorporation or of these by-laws, notice is
required to be given to any director or stockholder, it shall given in
writing, by mail, addressed to such director or stockholder, at his
address as it appears on the records of the corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram or telecopy.

	Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or
of these by-laws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.


                                  ARTICLE V

                                  OFFICERS

	Section 1. The offices of the corporation shall be a chief
executive officer, a president, a chief operating officer, a chief
financial officer, one or more vice-presidents, a secretary, a
treasurer, and a comptroller, and such other offices as shall seem
advisable to the board. Two or more offices may be held by the same
person, unless the certificate of incorporation or these by-laws
otherwise provide. The board of directors may designate the chairman
of the board as an executive chairman, in which case such executive
chairman shall be an officer of the corporation.

	Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman from among the
directors, and shall choose a chief executive officer, a president, a
chief operating officer, a chief financial officer, a one or more
vice-presidents, secretary, a treasurer, and a comptroller, none of
whom need be a member of the board. The board may also choose such
additional vice-presidents and assistant secretaries, treasurers, and
comptrollers as shall seem advisable to the board.

	Section 3. The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board.

	Section 4. The salary of the chief executive officer and of the
executive chairman, if one is designated, shall be reviewed annually,
with changes recommended by the Compensation Committee. The salaries
of all officers of the corporation (other than the chief executive
officer and the executive chairman, if one is designated) shall be re-
viewed by the Compensation Committee, with changes recommended by the
chief executive officer. The chairman of the Compensation Committee
will present the recommendations of the Compensation Committee to the
board of directors for ratification and approval.

	Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or
appointed by the board of directors may be removed at any time by the

                                   Page 6

affirmative vote of a majority of the board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the
board of directors.

                          THE CHAIRMAN OF THE BOARD

	Section 6. The chairman of the board shall preside at all
meetings of the stockholders and of the board of directors. He shall
perform all such other duties as are properly required of him by the
board of directors.

       Section 7. The board of directors may designate the chairman of
the board as an executive chairman, in which case such person shall be
an officer of the corporation. He shall advise and counsel with the
chief executive officer and, in his absence, with other officers of
the corporation, and he shall perform such other duties as may from
time to time be assigned to him by the board of directors. A chairman
of the board designated as an executive chairman need not be an
employee of the corporation.

                         THE CHIEF EXECUTIVE OFFICER

	Section 8. The chief executive officer of the corporation shall
have general and active management of the business of the corporation,
shall see that all orders and resolutions of the board of directors
are carried into effect, and, unless otherwise provided by the board
of directors, shall in the absence of the chairman of the board
preside at all meetings of the stockholders.

	Section 9. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of
the corporation.

	Section 10. He shall, as chief executive officer, be vested with
authority to perform, singly or together with other officers of the
corporation, all of the duties given or imposed by these by-laws or
the board of directors on the other officers or employees of the
corporation.

	Section 11. In the absence or disability of the president, chief
operating officer, or chief financial officer, the chief executive
officer shall select and recommend to the board of directors for
approval a candidate to fill the office of president, chief operating
officer, or chief financial officer. Candidates may be selected from
the board of directors, officers or employees of the corporation, or
from sources outside of the corporation. The chief executive officer
will perform the duties of the president, chief operating officer, or
chief financial officer until a candidate is chosen and approved by
the board of directors and has qualified to perform the duties of the
office of president, chief operating officer, or chief financial
officer.

                                THE PRESIDENT

	Section 12. The president shall be the chief administrative
officer of the corporation and shall have such other powers as may be
prescribed by the board of directors or chief executive officer, under
whose supervision he shall be.

	Section 13. In the absence or disability of the chief executive
officer, or in the event of his inability or refusal to act, the
president shall perform the duties and exercise the powers of the

                                   Page 7

chief executive officer, and when so doing, shall have all the powers
of and be subject to all the restrictions on the chief executive offi-
cer.

                           THE CHIEF OPERATING OFFICER

	Section 14. The chief operating officer of the corporation shall
have the operating management of the business and shall perform such
other duties as may be prescribed by the board of directors or chief
executive officer, under whose supervision he shall be.

                         THE CHIEF FINANCIAL OFFICER

	Section 15. The chief financial officer of the corporation shall
have the financial management of the business and shall perform such
other duties as may be prescribed by the board of directors or chief
executive officer, under whose supervision he shall be.

                             THE VICE-PRESIDENTS

	Section 16. The vice-president, or if there shall be more than
one, the vice presidents in the order determined by the board of
directors (such as executive vice president, senior vice president,
vice president, and assistant vice president, or in the absence of any
determination, then in the order of their election), shall perform
such duties and have such powers as prescribed by the chief executive
officer under whose supervision they will be.

                   THE SECRETARY AND ASSISTANT SECRETARIES

	Section 17. The secretary shall attend all meetings of the board
of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of
directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the stockholders and
special meetings of the board of directors, and shall perform such
other duties as may be prescribed by the board of directors or chief
executive officer, under whose supervision he shall be. He shall keep
in safe custody the seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by his signature
or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

	Section 18. The assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the board of
directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the secretary or in the
event of his inability or refusal to act, perform the duties and
exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from
time to time prescribe.

                   THE TREASURER AND ASSISTANT TREASURERS

	Section 19. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to
the credit of the corporation in such depositories as may be
designated by the board of directors.

                                   Page 8

	Section 20. He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the chief financial officer, chief
executive officer and the board of directors, at its regular meetings,
or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
corporation.

	Section 21. The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the
board of directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the treasurer or in
the event of his inability or refusal to act, perform the duties and
exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from
time to time prescribe.

                 THE COMPTROLLER AND ASSISTANT COMPTROLLERS

	Section 22. The comptroller of the corporation shall be the chief
accounting officer of the corporation and shall perform such other
duties as may be prescribed by the board of directors, chief financial
officer or chief executive officer, under whose supervision he shall
be.

	Section 23. The assistant comptroller, or if there be more than
one, the assistant comptrollers in the order determined by the board
of directors (or if there be no such determination, then in the order
of their election), shall, in the absence of the comptroller or in the
event of his inability or refusal to act, perform the duties and
exercise the powers of the comptroller and shall perform such other
duties and have such other powers as the board of directors may from
time to time prescribe.


                                 ARTICLE VI

                            CERTIFICATES OF STOCK

	Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the
corporation by, the chairman, the chief executive officer, the
president, or a vice-president, and by the treasurer or an assistant
treasurer or the secretary or an assistant secretary of the
corporation, bearing the corporate seal or a facsimile thereof
certifying the number of shares owned by him in the corporation.

	Section 2. Where a certificate is signed (1) by a transfer agent
or an assistant transfer agent or (2) by a transfer clerk acting on
behalf of the corporation and a registrar, the signature of any such
chairman, chief executive officer, president, vice-president,
treasurer, assistant treasurer, secretary, or assistant secretary may
be facsimile. In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers
of the corporation, whether because of death, resignation or oth-
erwise, before such certificate or certificates have been delivered by
the corporation, such certificate or certificates may nevertheless be
adopted by the corporation and be issued and delivered as though the
person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not
ceased to be such officer or officers of the corporation.

                                   Page 9

                              LOST CERTIFICATES

	Section 3. The Secretary or Treasurer who has charge of the
transfer and issuance of stock of the corporation shall issue a new
certificate or certificates in place of any certificate or
certificates theretofore issued by the corporation allegedly lost,
upon the submission by the owner of such lost or destroyed
certificate, or his legal representative, to the corporation of a bond
in such sum as it may direct as indemnity against any claim that may
be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.


                             TRANSFERS OF STOCK

	Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority
to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old
certificate, and record the transaction upon its books.

                             FIXING RECORD DATE

	Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or and adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other
action; except that the record date for the determination of
stockholders entitled to notice of and to vote at the annual meeting
of stockholders shall be forty-five days prior to the date of said
annual meeting of stockholders, or if the forty-fifth day shall not be
a business day, then on the first business day next following the
forty-fifth day prior to the date of said annual meeting of
stockholders. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.

                           REGISTERED STOCKHOLDERS

	Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of
shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.

                            UNCERTIFICATED SHARES

	Section 7. The board of directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the corporation.

                                   Page 10

                                 ARTICLE VII

                             GENERAL PROVISIONS

                                  DIVIDENDS

	Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any,
may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the
certificate of incorporation.

	Section 2. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum
or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose
as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve
in the manner in which it was created.

                              ANNUAL STATEMENT

	Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.


	Section 4. Deleted.

                                 FISCAL YEAR

	Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                    SEAL

	Section 6. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                               INDEMNIFICATION

	Section 7. The corporation shall indemnify its officers,
directors, employees and agents to the extent permitted by the General
Corporation Law of Delaware.


                                ARTICLE VIII

                                 AMENDMENTS

	Section 1. These by-laws may be altered, amended or repealed or
new by-laws may be adopted by the stockholders or by the board of
directors, when such power is conferred upon the board of directors by

                                   Page 11

the certificate of incorporation at any regular meeting of the
stockholders or of the board of directors or at any special meeting of
the stockholders or of the board of directors if notice of such
alteration, amendment, repeal or adoption be contained in the notice
of such special meeting. If the power to adopt, amend or repeal by-
laws is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.








































                                   Page 12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>vseexhibit10-1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED APRIL 22, 2008, BY AND BETWEEN VSE AND MAURICE A. GAUTHIER
<TEXT>
                                                                   Exhibit 10.1


                            EMPLOYMENT AGREEMENT


       THIS EMPLOYMENT AGREEMENT is made and entered into as of
April 22, 2008, by and between VSE Corporation, a Delaware corporation
("Employer" or "VSE"), and Maurice A. Gauthier ("Employee").

                                   Recital
                                   -------

       Employer desires to employ Employee, and Employee desires to work
for VSE, upon the terms and conditions stated herein.

       NOW, THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the adequacy of
which is hereby acknowledged, Employer and Employee, each intending to be
legally bound, agree as follows:

1.	Term.  The term of Employee's employment hereunder shall commence
on April 28, 2008 (the "Effective Date") and shall continue until April
28, 2010, except as otherwise provided in Section 7 (the "Term"). If
the Term shall have continued until April 28, 2010, thereafter such
Term shall be deemed to be renewed automatically, on the same terms and
conditions contained herein, for successive periods of one year each,
unless and until Employee or Employer, at least 60 days prior to the
expiration of the original Term or any such extended one-year Term,
shall give notice to the other party of such party's intent not to
renew the Term. All references herein to the "Term" refer to the
original Term and any extensions thereof hereunder.

2.	Duties.

       (a)	Offices.  During the Term, Employee shall serve as VSE's
chief executive officer, president and chief operating officer.
Employee will be assigned only duties of the type, nature and dignity
normally assigned to someone in comparable positions at a corporation
of the size, stature and nature of Employer.  During the Term, Employee
shall report to VSE's board of directors (the "Board") in respect of
all operational and administrative matters regarding VSE or any of its
subsidiaries (collectively with VSE, "any Covered Company").

       (b)	Full-Time Basis.  During the Term, Employee shall devote,
on a full-time basis, his services, skills and abilities to his
employment hereunder, excepting periods of vacation, illness or
Disability (as defined below), and excepting any pursuits which do not
materially interfere with his duties hereunder or present a conflict of
interest with the interests of any Covered Company.



3.	Compensation.

       (a)	Salary.  During the Term, as compensation for services
rendered by Employee hereunder, Employer shall pay to Employee a
minimum base salary at the rate of $415,000 per annum, payable in
installments in accordance with Employer's policy governing salary
payments to senior officers, as such policy may be amended time to time
by VSE ("Base Salary").  Each January commencing with January 2009, or
on such other annual date as shall be determined by Employer,
Employee's compensation hereunder, including Base Salary, will be
subject to review.

       (b)	Performance Bonus.  Except as otherwise provided in Section
7, in addition to the Base Salary, Employee shall be eligible for an
annual performance bonus as determined by the Board under VSE's
Performance Bonus Plan ("Performance Bonus").  Any Performance Bonus
payable to Employee pursuant to this Section 3(b) shall be paid within
90 days after the later (i) of the date on which the Board has
determined to grant Employee a Performance Bonus in a specified amount
or (ii) the end of VSE's fiscal year to which such Performance Bonus
relates.

       (c)	Inducement Bonus and VSE Stock Award.  To induce Employee
to become VSE's chief executive officer and president hereunder,
Employer is, concurrently with the execution hereof, (i) paying $25,000
to Employee as a bonus and (ii) granting Employee 5,831 shares of VSE's
common stock, par value $0.05 per share, with subsequent vesting and
issuance dates, subject to the Term not having terminated before such
respective dates, as follows:  25% of shares being vested and issued to
Employee on April 28 of 2009 and 2010, and 50% of shares being vested
and issued to Employee on April 28, 2011.

       (d)	Other Compensation Plans or Arrangements.  During the Term,
Employee shall also be eligible to participate in all other currently
existing or subsequently implemented compensation or benefit plans or
arrangements available generally to Employer's senior officers,
including VSE's Deferred Supplemental Compensation Plan and VSE's 2006
Restricted Stock Plan.

       (e)	Consultation with Board.  It is understood that the Board
will consult, at least annually in December of each year, with the
Board's compensation committee and the Chairman in respect to review of
Employee's performance and related Base Salary, Performance Bonus and
other benefits hereunder.

       (f)	Tax Withholdings.  Employer shall withhold from Employee's
compensation hereunder and pay over to the appropriate governmental
agencies all payroll taxes, including income, social security, and
unemployment compensation taxes, required by the federal, state and
local governments with jurisdiction over Employer.

4.	Benefits.  During the Term, Employee shall be entitled to such
vacation benefits and comparable fringe benefits and perquisites as may
be provided generally to Employer's senior officers pursuant to
policies established from time to time by Employer. These fringe
benefits and perquisites may include holidays, group health insurance,

                                     -2-

short-term and long-term disability insurance, life insurance and
retirement plan contributions.  Employee shall be entitled to paid
vacation for 30 days during each year of the Term.

5.	Expenses and Other Perquisites.  Employer shall reimburse
Employee for all reasonable and proper business expenses that Employee
incurs during the Term in the performance of Employee's duties
hereunder, in accordance with Employer's customary practices for senior
officers, and provided such business expenses are reasonably documented
in accordance with Employer's related policies. Also, during the Term,
Employer shall provide Employee with an office and suitable office
fixtures, telephone and computer services, and secretarial assistance
of a nature appropriate to Employee's position and status hereunder.

6.	Exclusive Services, Confidential Information, Business
Opportunities and Non-Solicitation.

       (a)	Exclusive Services.

		(i)	During the Term, Employee shall at all times devote
			his full-time attention, energies, efforts and skills
			to Employer's business and shall not, directly or
			indirectly, engage in any other business activity,
			whether or not for profit, gain or other pecuniary
			advantages, without the Board's prior consent,
			provided that such prior consent shall not be
			required with respect to (1) business interests that
			neither compete with any one or more Covered
			Companies nor interfere with Employee's duties and
			obligations hereunder, and (2) Employee's part-time
			charitable, eleemosynary, philanthropic or
			professional association activities that do not
			interfere with Employee's duties and obligation
			hereunder.

		(ii)	During the Term, Employee shall not, without the
			Board's prior consent, directly or indirectly, either
			as an officer, director, employee, agent, advisor,
			consultant, principal, stockholder, partner, owner or
			in any other capacity, on Employee's own behalf or
			otherwise, in any way engage in, represent, be
			connected with or have a financial interest in, any
			business which is, or to Employee's knowledge is
			about to become, engaged in the business of providing
			engineering, port engineering, logistic, management,
			technical, information technology, law enforcement,
			energy or environmental related services or products
			to the United States Government or any department,
			agency, or instrumentality thereof or any state or
			local governmental agency or to any person,
			corporation, partnership, limited liability company,
			trust, joint venture or other entity (collectively a
			"Person") with which any Covered Company is currently
			doing or has previously done business or any
			subsequent line of business developed by Employee or

                                     -3-

			any Covered Company during the Term. Notwithstanding
			the foregoing, Employee shall be permitted to own
			passive investments in publicly held companies
			provided that such investments do not exceed one
			percent of any such company's outstanding equity.

       (b)	Confidential Information.  During the Term and the period
commencing on the date of termination thereof and ending on the second
anniversary of such termination date ("Two-Year Post-Term Period"),
Employee shall not disclose or use, directly or indirectly, any
Confidential Information (as defined below). For the purposes of this
Agreement, "Confidential Information" shall mean all information
disclosed to Employee, or known by him as a consequence of or through
his employment with Employer, where such information is not generally
known in the trade or industry or was regarded or treated as
confidential by any Covered Company, and where such information refers
or relates in any manner whatsoever to the business activities,
processes, services or products of any Covered Company. Confidential
Information shall include business and development plans (whether
contemplated, initiated or completed), information with respect to the
development of technical and management services, business contacts,
methods of operation, results of analysis, business forecasts,
financial data, costs, revenues, and similar information. Upon
termination of the Term, Employee shall immediately return to Employer
all property of any Covered Company and all Confidential Information
which is in tangible form, and all copies thereof.

       (c)	Business Opportunities.

		(i)	During the Term, Employee shall promptly disclose to
			Employer each business opportunity of a type which,
			based upon its prospects and relationship to the
			existing businesses of any Covered Company, Employer
			or any other Covered Company might reasonably
			consider pursuing. Upon termination of the Term,
			regardless of the circumstances thereof, Employer or
			such other Covered Company shall have the exclusive
			right to participate in or undertake any such
			opportunity on its own behalf without any direct or
			indirect involvement of Employee.
		(ii)	During the Term, Employee shall refrain from engaging
			in any activity, practice or act which conflicts
			with, or has the potential to conflict with, the
			interests of any Covered Company, and he shall avoid
			any acts or omissions to act which are or would
			reasonably be expected to be disloyal to, or
			competitive with, any Covered Company.

       (d)	Non-Solicitation of Employees.  During the Term and the
Two-Year Post Term Period, Employee shall not, except in the course of
his duties hereunder, directly or indirectly, induce or attempt to
induce or otherwise counsel, advise, ask or encourage any individual to
leave the employ of any Covered Company, or solicit or offer employment
to any individual who was employed by any Covered Company at any time
during the 365-day period preceding the solicitation or offer.

                                     -4-

       (e)	Covenant Not To Compete.

		(i)	If Employee voluntarily terminates the Term, or if
			Employer terminates the Term for Cause (as defined
			below), Employee shall not, during the Two-Year Post
			Term Period, engage, directly or indirectly, in
			competition with any Covered Company, or solicit,
			directly or indirectly, from any Person who purchased
			any then existing product or service from any Covered
			Company during the Term, the purchase of any then
			existing product or service in competition with then
			existing products or services of any Covered Company.

		(ii)	For purposes of this Agreement, Employee shall be
			deemed to engage in competition with a Covered
			Company if Employee shall, directly or indirectly,
			either individually or as an equity holder, director,
			officer, partner, consultant, owner, employee, agent,
			or in any other capacity, consult with or otherwise
			assist any Person engaged in providing engineering,
			port engineering, logistic, management, technical,
			information technology, law enforcement, energy or
			environmental related services or products to any
			Person to whom any Covered Company, during the Term,
			has provided or was seeking to provide any such
			services or products.

       (f)	Employee Acknowledgment.  Employee hereby agrees and
acknowledges that the restrictions imposed upon Employee by this
Section 6 are fair and reasonable considering the nature of the
business of each Covered Company, and are reasonably required for each
Covered Company's protection.

       (g)	Invalidity.  If a court of competent jurisdiction or an
arbitrator shall declare any provision or restriction contained in this
Section 6 as unenforceable or void, the provisions of this Section 6
shall remain in full force and effect to the extent not so declared to
be unenforceable or void, and the court or arbitrator may modify the
invalid provision to make it enforceable to the maximum extent
permitted by law.

       (h)	Specific Performance.  Employee agrees that if Employee
breaches any of the provisions of this Section 6, the remedies
available at law to Employer would be inadequate and in lieu thereof,
or in addition thereto, Employer shall be entitled to appropriate
equitable remedies, including specific performance and injunctive
relief. Employee agrees not to enter into any agreement, either written
or oral, which may conflict with this Agreement, and Employee
authorizes Employer to make known the terms of Sections 6 and 7 to any
Person, including future or prospective employers of Employee.

                                     -5-

7.	Termination

       (a)	By Employer.

		(i)	Termination for Cause.

			Employer may terminate the Term for Cause (as defined
			below) at any time by notice to Employee. For
			purposes of this Agreement, the term "Cause" shall
			mean any one or more of the following: (1) conduct by
			Employee which is materially illegal or fraudulent or
			contrary to Employer's policy; (2) the breach or
			violation by Employee of this Agreement, provided that
			Employee must first be given notice by the Chairman
			or Board of the alleged breach or violation, and if
			such breach or violation can reasonably be expected
			to be cured within 30 days, 30 days to cure said
			alleged breach or violation; (3) Employee's use of
			illegal drugs or abuse of alcohol or authorized drugs
			which impairs Employee's ability to perform his
			duties hereunder, provided that Employee must be
			given notice by the Board of such impairment and 60
			days to cure the impairment; (4) Employee's knowing
			and willful neglect of duties or negligence in the
			performance of duties hereunder which materially
			affects the business of any Covered Company, provided
			that Employee must first be given notice by the
			Chairman or Board of such alleged neglect or
			negligence and 30 days to cure said alleged neglect
			or negligence. If a termination occurs pursuant to
			clause (1) above, the date on which the Term is
			terminated (the "Termination Date") shall be the date
			Employee receives notice of termination and, if a
			termination occurs pursuant to clauses (2), (3) or
			(4) above, the Termination Date shall be the date on
			which, if applicable, the specified cure period
			expires. In any event, as of the Termination Date (in
			the absence of satisfying the alleged breach or
			violation within the applicable cure period),
			Employee shall be relieved of all duties hereunder
			and Employee shall not be entitled to the accrual or
			provision of any compensation or benefit hereunder
			after the Termination Date, but Employee shall be
			entitled to the provision of all compensation and
			other benefits that shall have accrued as of the
			Termination Date, including Base Salary, Performance
			Bonus, paid leave benefits and reimbursement of
			incurred business expenses.

		(ii)	Termination Without Cause

			Employer may, in its sole discretion, without Cause,
			terminate the Term at any time by providing Employee
			with five days' prior notice thereof.  If Employer
			terminates the Term without Cause pursuant to this
			Section 7(a)(ii) and the Termination Date is before
			the first anniversary of the Effective Date, Employer
			shall pay Employee on or prior to the Termination

                                     -6-

			Date, a lump sum severance compensation payment equal
			to the lesser of (1) $830,000 or (2) such amount as
			would not trigger the application of Section 280G of
			the Internal Revenue Code of 1986 ("the Code"), as
			amended (the "280G Limitation").  For purposes of this
			Agreement, the 280G Limitation shall be applied after
			first giving due effect to, inter alia, the rights and
			benefits provided to Employee pursuant to the
			penultimate sentence of this Section 7(a)(ii) or to
			clauses (2) and (3) of the last sentence of Section
			7(c)(ii) of this Agreement, as the case may be.  If
			Employer terminates the Term without Cause pursuant to
			this Section 7(a)(ii) and the Termination Date is on
			or after the first anniversary of the Effective Date
			but before the second anniversary of the Effective
			Date, Employer shall pay Employee on or prior to the
			Termination Date a lump sum equal to the lesser of (1)
			two times Employee's Base Salary in effect as of the
			Termination Date or (2) the 280G Limitation.  In the
			event of any such termination without Cause pursuant
			to this Section 7(a)(ii), Employee shall not be
			entitled to the accrual or provision of any other
			compensation or benefit hereunder after the
			Termination Date other than (1) the medical and
			hospitalization benefits for the first 18 months after
			the Termination Date; (2) the provision of all
			compensation and other benefits that shall have
			accrued as of the Termination Date, including Base
			Salary, Performance Bonus, paid leave benefits, and
			reimbursements of incurred expenses; (3) all
			restricted stock, restricted stock units or similar
			rights to acquire capital stock granted by VSE to
			Employee shall automatically become vested; and (iv)
			all unvested rights of Employee under the Company's
			Deferred Supplemental Compensation Plan shall
			automatically become vested.  Notwithstanding anything
			herein to the contrary, the expiration or non-renewal
			of the Term by Employer or Employee pursuant to
			Section 1 shall not be considered a termination
			without Cause for the purposes of this Agreement,
			including this Section 7(a)(ii).

       (b)	Death or Disability.  The Term shall be terminated
immediately and automatically upon Employee's death or "Disability."
The term "Disability" shall mean Employee's inability to perform all of
the essential functions of his position hereunder for an aggregate of
90 work days during any period of 365 consecutive days by reason of
illness, accident or any other physical or mental incapacity, as may be
permitted by applicable law. Employee's capability to continue
performance of Employee's duties hereunder shall be determined by a
panel composed of two independent medical doctors appointed by VSE and
one appointed by the Employee or designated representative. If the
panel is unable to reach a decision, the matter will be referred to
arbitration in accordance with Section 8. In the event of Employee's
death or Disability, Employee (or his surviving spouse or estate) will
be paid his Base Salary then in effect for 365 days following the date
of death or Disability.

                                     -7-

       (c)	By Employee.

		(i)	Employee may, in his sole discretion, without Cause,
			terminate the Term at any time upon 60 days' notice
			to the Chairman. If Employee exercises such
			termination right, Employer may, at its option, at
			any time after receiving such notice from Employee,
			relieve Employee of all duties and terminate the Term
			at any time prior to the expiration of said notice
			period, and such termination shall not constitute a
			termination without Cause pursuant to this Agreement,
			including Section 7(a)(ii). If the Term is terminated
			by Employee or Employer pursuant to this Section
			7(c)(i), Employee shall not be entitled to any
			further Base Salary or the accrual or provision of
			any compensation or benefits hereunder after the
			Termination Date, except standard medical and
			hospitalization benefits in accordance with
			Employer's policy.

		(ii)	If, during the Term, a Change of Control (as defined
			below) occurs, Employee may terminate the Term for
			Good Reason (as defined below) upon 30 days' notice
			to Employer. If Employee exercises such termination
			right, Employer may, at its option, at any time after
			receiving such notice from Employee, relieve Employee
			of all duties hereunder and terminate the Term at any
			time prior to the expiration of said notice period,
			and such termination shall not constitute a
			termination without Cause pursuant to this Agreement,
			including Section 7(a)(ii).  If, however, the Term is
			terminated by Employee or Employer pursuant to this
			Section 7(c)(ii) within 365 days after the Change of
			Control occurs, Employee shall be entitled to (1)
			payment on or prior to the Termination Date of a lump
			sum severance compensation payment equal to (A) the
			lesser of (x) $830,000 or (y) the 280G Limitation, if
			such Termination Date occurred before the first
			anniversary of the Effective Date, (B) the lesser of
			(x) three times Employee's Base Salary in effect as
			of the Termination Date, or (y) the 280G Limitation,
			if such Termination Date occurred on or after the
			first anniversary of the Effective Date; (2) continue
			the medical and hospitalization benefits in
			accordance with Employer's policy and to payment of
			all compensation and other benefits that shall have
			accrued as of the Termination Date, as described in
			Section 7(a)(ii); (3) to the automatic vesting of all
			restricted stock, restricted stock units or similar
			rights to acquire capital stock of VSE granted by VSE
			to Employee; and (4) to the automatic vesting of all
			unvested rights of Employee under the Company's
			Deferred Supplemental Compensation Plan; provided
			that Employee shall not be entitled, after the
			Termination Date, to the accrual or provision of any
			other compensation payable hereunder, including the
			Performance Bonus.

                                     -8-

       (d)	Change in Control and Good Reason.

		(i)	For purposes of this Section 7, a "Change in Control"
			shall be deemed to have occurred upon the happening
			of any of the following events:

			(1)	any "person," including a "group," as such
				terms are defined in Sections 13(d) and 14(d)
				of the Securities Exchange Act of 1934, as
				amended, and the rules promulgated thereunder
				(collectively the "Exchange Act"), other than a
				trustee or other fiduciary holding voting
				securities of VSE ("Voting Securities") under
				any VSE-sponsored benefit plan, becomes the
				beneficial owner, as defined under the Exchange
				Act, directly or indirectly, whether by
				purchase or acquisition or agreement to act in
				concert or otherwise, of 45% or more of the
				outstanding Voting Securities;

			(2)	a cash tender or exchange offer is completed
				for such amount of Voting Securities which,
				together with the Voting Securities then
				beneficially owned, directly or indirectly, by
				the offeror (and affiliates thereof)
				constitutes 45% or more of the outstanding
				Voting Securities;

			(3)	except in the case of a merger or consolidation
				in which (a) VSE is the surviving corporation
				and (b) the holders of Voting Securities
				immediately prior to such merger or
				consolidation beneficially own, directly or
				indirectly, more than 50% of the outstanding
				Voting Securities immediately after such merger
				or consolidation (there being excluded from the
				number of Voting Securities held by such
				holders, but not from the outstanding Voting
				Securities, any Voting Securities received by
				affiliates of the other constituent
				corporation(s) in the merger or consolidation
				in exchange for stock of such other
				corporation), VSE's shareholders approve an
				agreement to merge, consolidate, liquidate or
				sell all or substantially all of VSE's assets;
				or

			(4)	a majority of VSE's directors are elected to
				the Board without having previously been
				nominated and approved by the members of the
				Board incumbent on the day immediately
				preceding such election.

		(ii)	For purposes of this Section 7, "affiliate" of a
			Person shall mean a Person that directly or
			indirectly controls, is controlled by, or is under
			common control with the Person or other entity
			specified.

                                     -9-

		(iii)	For purposes of this Section 7, "Good Reason" shall
			mean that, after the occurrence of a Change in
			Control, any one or more of the following events has
			occurred:

			(1)	a material diminishment in the nature of
				Employee's authorities, duties,
				responsibilities or status (including offices
				and titles) from those in effect immediately
				prior to the Change in Control;

			(2)	the relocation of Employee's place of
				employment to a location in excess of 75 miles
				from the place of Employee's employment
				immediately prior to the Change in Control,
				except for required travel on Employer's
				business to an extent substantially equivalent
				to Employee's business travel obligations
				immediately prior to the Change in Control; or

			(3)	Employer's material breach of any obligation
				hereunder, which breach is not cured within 30
				days after Employer's receipt of notice thereof
				from Employee.

       (e)	No Duty to Mitigate.  If Employee is entitled to the
compensation and other benefits provided under Sections 7(a)(ii) or
(c)(ii), Employee shall have no obligation to seek employment to
mitigate damages hereunder.

       (f)	No Reduction in Employee's Benefits Upon Change in Control.
Employer shall not reduce Employee's Base Salary or materially reduce
Employee's incentive benefits from those in effect immediately prior to
a Change in Control.

8.	Arbitration.  Whenever a dispute arises between the parties
concerning this Agreement or any of the obligations hereunder, or
Employee's employment generally, Employer and Employee shall use their
best efforts to resolve the dispute by mutual agreement. If any dispute
cannot be resolved by Employer and Employee, such dispute shall be
submitted to arbitration to the exclusion of all other avenues of
relief and adjudicated pursuant to the American Arbitration
Association's Rules for Employment Dispute Resolution then in effect.
The decision of the arbitrator must be in writing and shall be final
and binding on the parties, and judgment may be entered on the
arbitrator's award in any court having jurisdiction thereof. The
arbitrator's authority in granting relief to Employee shall be limited
to an award of compensation, severance, benefits and unreimbursed
expenses as described in Sections 3, 4, and 5, and to the release of
Employee from the provisions of Section 6, and the arbitrator shall
have no authority to award other types of damages or relief to
Employee, including consequential or punitive damages. The arbitrator
shall also have no authority to award consequential or punitive damages
to Employer for violations of this Agreement by Employee. The expenses
of the arbitration shall be borne by the losing party to the
arbitration and the prevailing party shall be entitled to recover from
the losing party all of its own costs and attorneys' fees with respect
to the arbitration. Nothing in this Section 8 shall be construed to

                                     -10-

derogate from Employer's rights to seek legal and equitable relief in a
court of competent jurisdiction as contemplated by Section 6(h).

9.	Non-Waiver.  A party's failure at any time to require the
performance by the other party of any of the terms, provisions,
covenants or conditions hereof shall in no way affect the first party's
right thereafter to enforce the same, nor shall the waiver by either
party of the breach of any term, provision, covenant or condition
hereof be taken or held to be a waiver of any succeeding breach.

10.	Severability.  If any provision of this Agreement conflicts with
the law under which this Agreement is to be construed, or if any such
provision is held invalid or unenforceable by a court of competent
jurisdiction or any arbitrator, such provision shall be deleted from
this Agreement and the Agreement shall be construed to give full effect
to the remaining provision thereof.

11.	Survivability.  Unless otherwise provided herein, upon
termination of the Term, the provisions of Sections 6(b), (d), (e),
(f), (g) and (h) shall nevertheless remain in full force and effect.

12.	Governing Law.  This Agreement shall be interpreted, construed,
and governed according to the laws of the Commonwealth of Virginia,
without regard to the conflict of law provisions thereof.

13.	Construction of this Agreement and Certain Terms and Phrases.

       (a)	The section headings contained in this Agreement are
inserted for purposes of convenience of reference only and shall not
affect the meaning or interpretation hereof.

       (b)	Unless the context of this Agreement otherwise requires,
(i) words of any gender include each other gender; (ii) words using the
singular or plural number also include the plural or singular number,
respectively; (iii) the terms "hereof," "herein," "hereunder," "hereby"
and derivative or similar words refer to this entire Agreement; and
(iv) the term "Section" refers to the specified Section of this
Agreement.

       (c)	The word "including" is not exclusive; if exclusion is
intended, the word "comprising" is used instead.

       (d)	The word "or" shall be construed to mean "and/or" unless
the context clearly prohibits that construction.

       (e)	Employer and Employee have participated jointly in the
negotiation and drafting of this Agreement. If an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by Employer and Employee and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any of the provisions of this Agreement.

                                     -11-

14.	Entire Agreement.  This Agreement contains and represents the
entire agreement of Employer and Employee and supersedes all prior
agreements, representations or understandings, oral or written, express
or implied, with respect to the subject matter hereof. This Agreement
may not be modified or amended in any way unless in writing signed by
each of Employer and Employee. No representation, promise or inducement
has been made by either Employer or Employee that is not embodied in
this Agreement, and neither Employer nor Employee shall be bound by or
liable for any alleged representation, promise or inducement not
specifically set forth herein.

15.	Assignability.  Neither this Agreement nor any rights or
obligations of Employer or Employee hereunder may be assigned by
Employer or Employee without the other party's prior consent. Subject
to the foregoing, this Agreement shall be binding upon and inure to the
benefit of Employer and Employee and their heirs, successors and
assigns.

16.	Notices.  All notices, approvals, consents and other
communications required or permitted hereunder shall be in writing and
shall be deemed properly given if delivered personally or sent by
certified or registered mail, postage prepaid, return receipt
requested, or sent by telegram, telex, telecopy or similar form of
telecommunication, and shall be deemed to have been given when
received. Any such notice or communication shall be addressed: (a) if
to Employer, to Chairman, VSE Corporation, 2550 Huntington Avenue,
Alexandria, Virginia 22303-1499; or (b) if to Employee, to the last
known home address on file with Employer, or to such other address as
Employer or Employee shall have furnished to the other in writing.

17.	Code Section 409A.  Notwithstanding anything contrary in this
Agreement, if the Term is terminated for any reason other than
Employee's death and as a result, Employee becomes entitled to a
distribution under this Agreement, then, to the extent required by Code
Section 409A(a)(2)(B), no distribution otherwise payable to Employee
during the first six months after the date of the termination of the
Term shall be paid to Employee until the date which is one day after
the date which is six months after the date of termination of the Term
(or, if earlier, the date of Employee's death) at which time any
amounts which had to be delayed due to the rules under Code Section
409A shall be paid in a lump sum.






















                                     -12-

       IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement, to be effective as of the day and year first above written.


                                      VSE CORPORATION, a Delaware corporation

                                      By:  /s/ Donald M. Ervine
                                           -------------------------------------
                                           Donald M. Ervine,
                                           Chairman and Chief Executive Officer,
                                           President and Chief Operating Officer



                                           /s/ Maurice A. Gauthier
                                           -------------------------------------
                                           Maurice A. Gauthier














































                                     -13-









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>vseexhibit10-2.txt
<DESCRIPTION>TRANSITION AGREEMENT DATED APRIL 22, 2008, BY AND BETWEEN VSE AND DONALD M. ERVINE
<TEXT>
                                                                   Exhibit 10.2
                            TRANSITION AGREEMENT

       THIS TRANSITION AGREEMENT (this "Agreement") is entered into as
of April 22, 2008, by and between VSE Corporation, a Delaware
corporation (the "Company" or "VSE"), and Donald M. Ervine ("Mr.
Ervine"), an individual currently residing in Fairfax, Virginia.

                                  RECITALS:
                                  ---------

       R. 1.	Mr. Ervine is currently employed as the Chairman of VSE's
board of directors (the "Board"), and VSE's Chief Executive Officer,
President and Chief Operating officer, pursuant to an Employment
Agreement dated as of October 21, 1998 between VSE and Mr. Ervine (the
"Ervine Employment Agreement").

       R. 2.	As of the date hereof, the Company entered into an
Employment Agreement with Maurice A. Gauthier pursuant to which the
Company has agreed to employ Maurice A. Gauthier commencing as of April
28, 2008 as VSE's Chief Executive Officer ("VSE's CEO"), President and
Chief Operating Officer.

       R. 3.	As of April 28, 2008, Mr. Ervine will be deemed for all
purposes to have resigned as VSE's CEO, President and Chief Operating
Officer.

       R. 4.	The Company desires to benefit from the experience and
ability of Mr. Ervine arising from his prior senior positions with VSE
by engaging Mr. Ervine, subject to his election as a director of VSE,
to serve as a Chairman of the Board ("Chairman") and he is willing to
serve as Chairman upon the terms and conditions contained herein.

       R. 5.	In recognition of Mr. Ervine's 25 years of loyal and
dedicated service to VSE and VSE's shareholders, the Board is awarding
Mr. Ervine, pursuant to VSE's 2006 Restricted Stock Plan, 4,374 shares
of VSE common stock, par value $0.05 per share, on the occasion of Mr.
Ervine's resignation as VSE's CEO, President and Chief Operating
Officer.  During the period from 2001 to 2007 VSE's management team,
led by Mr. Ervine, achieved on VSE's behalf exceptional growth in
revenues, net income and market capitalization.  For 2001, VSE had
revenues of $111.6 million and net income of $855,000 and as of
December 31, 2001, VSE had a market capitalization of approximately
$29.5 million.  For 2007 VSE had annual revenues of at least $653
million, net income of approximately $14 million, and as of December
31, 2007, VSE had a market capitalization of approximately $238.3
million (more than eight times VSE's market capitalization as of
December 31, 2001).

       NOW, THEREFORE, in consideration of the mutual promises,
covenants, and undertakings contained in this Agreement, the Company
and Mr. Ervine hereby agree as follows:

1.	Resignation.  Effective as of April 28, 2008, Mr. Ervine is
hereby resigning as VSE's CEO, President and Chief Operating Officer.
Subject to Section 8, Mr. Ervine will continue to serve hereunder as



Chairman in an executive capacity as contemplated by Article V, Section
1 of VSE's bylaws ("Executive Chairman") from April 28, 2008 to
December 31, 2008.  Subject to Section 8, from January 1, 2009 to
December 31, 2010, Mr. Ervine will serve hereunder as Chairman, without
being either an executive or employee of VSE ("Non-Executive
Chairman").

2.	Term.  As used herein, "Term" means the two periods referenced in
Section 1 during which Mr. Ervine will serve first as Executive
Chairman and then as Non-Executive Chairman hereunder, subject to
earlier termination as provided in Section 8.

3.	Services.

       (a)	General.  During the Term, Mr. Ervine shall, during the
Company's normal business hours and upon reasonable notice, make
himself available to perform such mentoring, consulting and advisory
services as are reasonably requested by the Board or VSE's CEO and are
reasonably consistent with Mr. Ervine's experience, background and
current and former positions with the Company.  Mr. Ervine acknowledges
and agrees that with reasonable notice he shall make himself available
for such mentoring, consulting and advisory services.  In providing
such services, Mr. Ervine shall endeavor to do so in a professional and
diligent manner, providing the Company, its subsidiaries, and
management of the Company and its subsidiaries with the benefits of his
informed and professional judgment.  Mr. Ervine agrees to attend such
meetings as the Company may reasonably request for proper communication
of his advice and consultation.  Mr. Ervine shall coordinate the
furnishing of his services pursuant to this Agreement with Company
representatives so that such services can be provided in a manner as to
generally conform to the Company's business schedules, but the method
of performance, time of performance, place of performance, hours
utilized in such performance, and other details of the manner of
performance of Mr. Ervine's services hereunder shall be within Mr.
Ervine's sole control and discretion.  While retained as Non-Executive
Chairman hereunder, Mr. Ervine shall have the right to devote his
business day and working efforts to other business, professional,
public service, or community pursuits as do not materially interfere or
conflict (as determined by mutual agreement of the Company and Mr.
Ervine) with the rendering of consulting services to the Company
hereunder.

       (b)	Related Services.  In addition, during the Term Mr. Ervine
will provide mentoring, consulting and advisory services to VSE's CEO
in the following areas:

	-	Shareholders' Advocate

	-	Corporate Governance, Oversight (including
		internal/external audits) and Legal Compliance

	-	Quality Management System/Information Technology System

	-	Sustainment of the corporate culture for honesty, integrity
		and quality work in all business dealings

                                     -2-

		-	Strategic Planning

		-	Business Plan (marketing and business development)

		-	Corporate Financial Planning

		-	Mergers and Acquisitions

		-	Succession Planning (all levels)

		-	Banking Relationships

		-	Customer Relations (work performance)

		-	Investor Relations(public trading market)

		-	Facilities/Infrastructure and Relocation Planning

		-	Advocate for Continued Growth and Profitability

       (c)	Additional Services.  During the Term when Mr. Ervine is
serving as Chairman, he shall also continue to perform the following
currently assigned duties:

		-	Chairman of the Board of Directors of VSE's subsidiary
			Energetics Incorporated

		-	Chairman of the Board of Directors of VSE's subsidiary
			Integrated Concepts and Research Corporation

		-	Chairman of VSE Planning and Finance Committee

4.	Support Facilities.  During the Term, the Company shall provide
Mr. Ervine with appropriate office space, secretarial support,
telephone (including cell phone) and computer support.

5.	Compensation, Benefits and Reimbursement.

       (a)	Executive Chairman.

              (i)	During the Term from April 28, 2008 to December 31,
2008, Mr. Ervine's current base salary at the rate of $360,000 per
annum will remain payable to Mr. Ervine as Executive Chairman or, as
the case may be, as a director of VSE ("VSE director").  In the event
of Mr. Ervine's death or disability before January 1, 2009, any unpaid
balance of Mr. Ervine's salary for the balance of the Term as if it had
expired on December 31, 2008 will be immediately payable in a lump sum
to Mr. Ervine's surviving spouse or his estate.

                                     -3-

              (ii)	In respect of VSE's fiscal year ending December 31,
2008, Mr. Ervine will remain a participant in VSE's 2006 Restricted
Stock Plan, Performance Bonus Plan and Deferred Supplemental
Compensation Plan at his current salary base of $360,000 per annum and
will be eligible for restricted stock awards and performance bonus for
VSE's fiscal year 2008 that will be awarded during the three-month
period ending on March 31, 2009.  Mr. Ervine's participation,
eligibility and related rights and benefits set forth above in this
Section 5(a)(ii) shall not be adversely affected by Mr. Ervine not
being a VSE employee, whether hereunder or otherwise, after December
31, 2008.

              (iii)	VSE shall withhold from Mr. Ervine's compensation
hereunder and pay over to the appropriate governmental agencies all
payroll taxes, including income, social security, and unemployment
compensation taxes, required by the federal, state and local
governments with jurisdiction over VSE.

              (iv)	While serving hereunder during the Term from April
28, 2008 to December 31, 2008, Mr. Ervine shall be entitled to such
vacation benefits and comparable fringe benefits and perquisites as may
be provided generally to VSE's senior officers pursuant to policies
established from time to time by VSE.  These fringe benefits and
perquisites may include holidays, group health insurance, short-term
and long-term disability insurance, life insurance, and retirement plan
contributions.

       (b)	Non-Executive Chairman.  During the Term from January 1,
2009 to December 31, 2010:

              (i)	Mr. Ervine's compensation as Non-Executive Chairman
or, as the case may be, as a VSE director and for his other duties and
responsibilities hereunder will be at the rate of $216,000 per annum,
payable on the last day of each calendar month;

              (ii)	Mr. Ervine shall pay all social security, federal
income taxes, unemployment insurance, worker's compensation insurance,
pensions, or other liabilities or taxes incurred by or on behalf or for
the benefit of him arising out of the performance of his obligations
hereunder;

              (iii)	Mr. Ervine shall not be entitled to participate in
the Company's or its subsidiaries' benefit plans and programs for their
employees except for VSE's dental program for which he will be required
to pay the Company the required fee for this service; and

              (iv)	Mr. Ervine will be considered to have retired as an
officer and employee of VSE as of the close of business on December 31,
2008, and thereafter Mr. Ervine will not be considered to be an
employee, agent or servant of the Company or of any of its
subsidiaries; and except as may be otherwise approved by the Board, Mr.
Ervine, when acting hereunder, shall have no authority to bind the
Company or any of its subsidiaries in any capacity for any purpose.

       (c)	No Other Compensation.  Except as set forth herein, no
other compensation or fees, including compensation for services as a
non-employee director, shall be payable to Mr. Ervine for services

                                     -4-

performed hereunder in his capacity as Executive Chairman or, as the
case may be, a VSE director from April 28, 2008 to December 31, 2008
and as Non-Executive Chairman or, as the case may be, a VSE director
from January 1, 2009 to December 31, 2010.  By example, during the
Term, Mr. Ervine shall not be entitled (i) to participate in VSE's 2004
Director Stock Plan, (ii) to receive restricted stock awards as a non-
employee director, (iii) to receive fees as a non-employee director nor
as a non-employee Chairman, or (iv) to receive fees for attending
meetings of the Board or standing or special committees of the Board.

       (d)	Reimbursement.  The Company shall reimburse Mr. Ervine for
all reasonable out-of-pocket expenses that are actually incurred by him
in performance of his duties hereunder during the Term, including
transportation, hotel accommodations and such other expenses as might
be incurred by a senior executive of the Company in furtherance of
Company business.  Before the last day of the month following each
month of the Term when reimbursable expenses are incurred, Mr. Ervine
shall submit to the Company a monthly statement setting forth the
reimbursable expenses incurred for the prior month.  With such
statements, Mr. Ervine shall furnish all records, receipts and other
evidence in support of his reimbursable expense statement as may be
requested by the Company according to its policy in effect for employee
expense reports.  Upon receipt of the expense statements, the Company
shall promptly reimburse Mr. Ervine for his expenses.

       (e)	Retirement.  Upon Mr. Ervine's retirement as an officer and
employee of VSE, as contemplated hereby, as of the close of business on
December 31, 2008, Mr. Ervine shall be entitled to receive from VSE all
retirement benefits to which a retiring officer and employee of VSE
would be entitled from VSE, including as a participant under VSE's
Deferred Supplemental Compensation Plan.

6.	Performance Incentive.  During the Term, Mr. Ervine will assist
VSE's CEO in promoting VSE's continued growth and profitability.  If
VSE achieves a 29% ROE (return on equity) for 2009 or a 31% ROE for
2010, as determined by VSE's chief financial officer and approved by
the Board, the Company will pay Mr. Ervine an incentive bonus not to
exceed $216,000 for 2009 or 2010, after public announcement of VSE's
audited financial results for such year.  Any determination of the
specific amount of Mr. Ervine's incentive bonus, if any, shall be made
by the Board's compensation committee and the Board.

7.	Confidential Information.  Mr. Ervine hereby agrees that
notwithstanding any other provision hereof, he will not at any time
make any unauthorized disclosure of any confidential business
information or trade secrets of the Company (which he acknowledges are
valuable and unique assets of the Company used in its business to
obtain a competitive advantage over the Company's competitors who do
not know or use this information), or make any unauthorized use
thereof; provided, however, this restriction shall not apply to any
information that has entered the public domain (other than by his own
acts or omissions).  The obligations of Mr. Ervine set forth in this
Section 7 shall apply during the Term and shall survive termination of
the Term or the termination of Mr. Ervine's services under this
Agreement regardless of the reason for such termination for a period of

                                     -5-

365 consecutive days following such termination.  For purposes of this
Section 7, the Company shall be construed to include any subsidiary or
other affiliate of the Company.

8.	Nomination as a Director, Appointment as Chairman and Termination
of the Term.

       (a)	Nomination as a Director and Appointment as Chairman.
During the Term, the Board will, subject to applicable laws and
regulations and the Board's fiduciary duties to the Company and its
stockholders: (i) nominate Mr. Ervine to be elected as a VSE director
by VSE's stockholders at each annual and other meeting of VSE's
stockholders at which they will elect VSE directors and (ii) if Mr.
Ervine is then a VSE director, appoint and maintain Mr. Ervine as
Chairman  during the period commencing on April 28, 2008 and continuing
until at least the date of the first  annual or other meeting of VSE's
stockholders in 2010 at which they  will elect VSE directors.

       (b)	Ceases being Chairman.  Notwithstanding anything herein to
the contrary, if during the Term Mr. Ervine ceases being Chairman but
is a VSE director, (i) Mr. Ervine's obligations set forth in Sections
3, 6 and 7 shall continue for the balance of the Term, (ii)  VSE's
obligations set forth in Sections 4, 5 and 6 shall continue as
otherwise provided therein; and (iii) clauses (b) and (c) of this
Section 8 and Sections 9 through and including 17 shall continue in
full force and effect.

       (c)	Termination of the Term.  Notwithstanding anything herein
to the contrary, the Term shall terminate upon the earlier of:  (i) Mr.
Ervine ceasing to be a VSE director for any reason, including the
expiration of his term as a VSE director or the failure of VSE's
stockholders to elect Mr. Ervine as a VSE director, or Mr. Ervine's
death or disability, (ii) notice provided to Mr. Ervine by VSE on or
after December 31, 2008 of VSE's termination of the Term or (iii)
expiration of the Term as of December 31, 2010.  Upon any termination
of the Term before December 31, 2010, except as may be specifically
otherwise provided herein, no compensation, fees or benefits shall
continue thereafter to accrue for the benefit of, or otherwise be
provided to, Mr. Ervine, or his surviving spouse or estate.  If,
however, the Company elects, pursuant to clause (ii) of the immediately
preceding sentence, to terminate the Term before December 31, 2010, VSE
shall within 30 days thereafter pay to Mr. Ervine (or, in the event of
his death after such termination, to his surviving spouse or estate), a
lump sum equal to the compensation and fees Mr. Ervine would have
earned under Section 5(b)(i), if Mr. Ervine had continued to serve
hereunder until December 31, 2010.

9.	Notices.  For purposes of this Agreement, notices, demands,
consents, waivers, approvals and all other communications provided for
in or otherwise contemplated by this Agreement shall be in writing and
shall be deemed to have been duly given when delivered by hand at, or
by sending the same by prepaid first class mail (airmail if to an
address outside the country of posting) to, the following addresses:

                                     -6-

	Donald M. Ervine
	9802 Dansk Court
	Fairfax, VA 22032

If to the Company:

	VSE Corporation
	2550 Huntington Avenue
	Alexandria, VA  22203-1499
	Attention:  Chief Executive Officer

or to such other address as either party may furnish to the other in
writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.

10.	Dispute Resolution.  The Company and Mr. Ervine agree to submit
to final and binding arbitration any and all disputes or disagreements
concerning the interpretation or application of this Agreement.  Any
such dispute or disagreement will be resolved by arbitration before a
single arbitrator in accordance with the Arbitration Rules of the
American Arbitration Association (the "AAA Rules").  Arbitration will
take place in Washington, DC, unless the parties mutually agree to a
different location.  The arbitrator shall be chosen in accordance with
the AAA Rules.  The arbitrator shall be bound to apply the provisions
of applicable substantive law and the Federal Rules of Evidence to any
dispute under this Agreement; provided, however, that punitive,
liquidated or indirect damages shall not be awarded by the arbitrator.
The arbitrator shall have the power to decide the claim upon motion of
the parties, without necessity of an oral arbitration evidentiary
hearing, if the parties agree in writing to waive such hearing or if
either party submits a motion requesting a hearing on documents only.
The arbitrator shall render a written reasoned opinion.  Mr. Ervine and
the Company agree that the decision of the arbitrator will be final and
binding on both parties.  Any court having jurisdiction may enter a
judgment upon the award rendered by the arbitrator.  If the arbitration
is decided in whole or in part in favor of Mr. Ervine, the Company will
reimburse Mr. Ervine for his reasonable costs and expenses of the
arbitration (including reasonable attorneys' fees).  Regardless of the
outcome of any arbitration, the Company will pay all fees and expenses
of the arbitrator and all of Company's costs of such arbitration.

11.	Successor Obligations and Assignment.  The rights and obligations
of the Company under this Agreement shall inure to the benefit of and
be binding upon the Company's successors and assigns.

12.	Amendment.  This Agreement may not be modified except by an
agreement in writing executed by both the Company and Mr. Ervine.

13.	Governing Law and Jurisdiction.  This Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of
Virginia, without giving effect to principles of conflicts of laws.

14.	Validity.  If any portion or provision of this Agreement is found
to be invalid or unenforceable, the other portions or provisions hereof
shall not be affected thereby.

                                     -7-

15.	Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.

16.	Construction of this Agreement and Certain Terms and Phrases.

       (a)	The section headings contained in this Agreement are
inserted for purposes of convenience of reference only and shall not
affect the meaning or interpretation hereof.

       (b)	Unless the context of this Agreement otherwise requires,
(i) words of any gender include each other gender; (ii) words using the
singular or plural number also include the plural or singular number,
respectively; (iii) the terms "hereof," "herein," "hereunder," "hereby"
and derivative or similar words refer to this entire Agreement; and
(iv) the term "Section" refers to the specified Section of this
Agreement.

       (c)	The word "including" is not exclusive; if exclusion is
intended, the word "comprising" is used instead.

       (d)	The word "or" shall be construed to mean "and/or" unless
the context clearly prohibits that construction.

       (e)	The Company and Mr. Ervine have participated jointly in the
negotiation and drafting of this Agreement. If an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Company and Mr. Ervine and no presumption
or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.

17.	Effect of Agreement.  The terms and conditions of this Agreement
shall supersede any obligations and rights of the Company and its
subsidiaries, on the one hand, and Mr. Ervine, on the other hand,
respecting employment, mentoring, consulting and advisory services, and
compensation and benefits in respect of such services on or after April
28, 2008.  The execution of this Agreement shall constitute for all
purposes the termination, as of April 28, 2008, of the Ervine
Employment Agreement, except for the provisions of Sections 6(b), (c),
(d), (e), (f), (g) and (h) thereof, which shall survive the execution
of this Agreement and any reference in such surviving provisions to
"Term" shall be deemed to be for all purposes thereof the "Term" as
defined herein.

                                     -8-

       IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.

                                             VSE Corporation



                                             By: /s/ C. S. Weber
                                                 ------------------------
                                                 C. S. Weber
                                                 Executive Vice President



                                                 /s/ Donald M. Ervine
                                                 ------------------------
                                                 Donald M. Ervine













































                                     -9-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>vseexhibit99-1.txt
<DESCRIPTION>PRESS RELEASE ISSUED BY VSE CORPORATION ON APRIL 22, 2008
<TEXT>
                                                                   EXHIBIT 99.1
                             MAURICE A. GAUTHIER
                     APPOINTED CHIEF EXECUTIVE OFFICER,
                    PRESIDENT AND CHIEF OPERATING OFFICER
                             OF VSE CORPORATION

         Donald M. Ervine Appointed Executive Chairman of the Board

       Alexandria, Virginia, April 22,  2008 - VSE Corporation (NASDAQ: VSEC)
announced today that its Board of Directors has appointed Maurice A. Gauthier
Chief Executive Officer, President and Chief Operating Officer of the
corporation, effective April 28, 2008.

       Don Ervine, who will continue to advise the corporation as its
Executive Chairman of the Board, will step down from his positions as Chief
Executive Officer, President and Chief Operating Officer in connection with
Mr. Gauthier's appointment.

       Mr. Ervine said, "Mr. Gauthier completed a distinguished military
career of over 28 years of service, retiring in 1997 as a Navy Captain and
board certified Department of Defense Major Program Manager for the Naval Sea
Systems Command Foreign Military Sales (FMS) program and the San Antonio
Landing Platform Dock (LPD 17) Class Shipbuilding Program. Mr. Gauthier
worked for VSE from October 1997 through February 1999 as Vice President and
Chief Technology Officer, and as our Director of Strategic Planning and
Business Development, before joining the Nichols Research Corporation Navy
Group as its President. With the acquisition of Nichols Research Corporation
by Computer Sciences Corporation (CSC) in 1999, Mr. Gauthier served as Vice
President of CSC's Advanced Marine Center. His most recent assignment with
CSC has been Vice President and General Manager of CSC's Navy and Marine
Corps Business Unit where he was responsible for the overall leadership and
financial performance of a 2,500 person organization providing systems
engineering, technical, information technology and telecommunications support
to U.S. Navy and Marine Corps customers."

       Mr. Ervine continued, "I am very pleased with the Board's appointment
of Mr. Gauthier as my successor to lead VSE's management team. He is a proven
executive possessing extraordinary federal market experience with an
accomplished blend of strategic, analytic, business and leadership skills.
His knowledge of VSE, its leadership and its clients uniquely qualify him to
take the helm at this important time in the company's history. His selection
was endorsed unanimously by our Board of Directors, and we are confident he
is the ideal person to sustain VSE's strong performance and to lead the
company to the next level of growth and performance within our markets. I
look forward to working with him in my continuing role as Executive Chairman
of the Board."

       As Chief Executive Officer, President and Chief Operating Officer, Mr.
Gauthier will lead and manage the operations of VSE and its subsidiaries and
divisions. He will also have responsibility for all aspects of VSE's customer
relations, business development, management, communications, and employee
recruitment and development.

       Commenting on his appointment, Mr. Gauthier said "I am honored and
excited to once again be part of the VSE team and I am delighted at the
prospect of working with its highly principled leadership team and Board of
Directors. In the course of my career, I have been a VSE client, a VSE vice
president, and an industry partner. VSE's unsurpassed commitment to client
success has been the unwavering constant in all three settings, and that
commitment has drawn me back to the company. The opportunity to lead one of
the most rapidly expanding service companies across such a broad array of
markets is irresistible."


       "VSE's Board sought a CEO with outstanding credentials and experience
in leading a company of VSE's complexity, with a track record of strong
growth coupled with sustained operational excellence," said David Osnos,
VSE's Lead Director and Chairman of the VSE Board's Special Committee on
Selection of a New Chief Executive Officer. "Mo is well known to several
members of the Board from his prior days at VSE, and he met or exceeded all
of our Board's criteria. We are pleased to get him back into the company at
this important time."

       Mr. Gauthier earned a Bachelor of Science degree at the U.S. Naval
Academy in 1969. He received a Master of Science degree in Systems
Engineering in 1976 from the U.S. Naval Postgraduate School, Monterey, CA. He
is a graduate of the Defense Acquisition University's Defense Systems
Management College (1988) and of the Advanced Executive Program (1993) and
the International Marketing Program (1994) offered by the Kellogg Graduate
School of Management at Northwestern University.

       VSE provides diversified services to the engineering, energy and
environment, defense, homeland security, and law enforcement markets from
locations across the United States and around the world. For the year ended
December 31, 2007, VSE reported revenues of $653 million and net income of
$14 million ($2.82 per diluted share). For more information on VSE business
units, services and products, please see the Company's web site at
www.vsecorp.com or contact Len Goldstein, Director of Business and New
Product Development, at (703) 317-5202.

       Safe Harbor

       This news release contains statements which, to the extent they are not
recitations of historical fact, constitute "forward looking statements" under
federal securities laws. All such statements are intended to be subject to
the safe harbor protection provided by applicable securities laws. For
discussions identifying some important factors that could cause actual VSE
results to differ materially from those anticipated in the forward looking
statements in this news release, see VSE's public filings with the Securities
and Exchange Commission.

       VSE News Contact: C. S. Weber, (703) 329-4770

                                     ###
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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