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<SEC-DOCUMENT>0000102752-09-000002.txt : 20090106
<SEC-HEADER>0000102752-09-000002.hdr.sgml : 20090106
<ACCEPTANCE-DATETIME>20090106165525
ACCESSION NUMBER:		0000102752-09-000002
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20081231
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090106
DATE AS OF CHANGE:		20090106

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:		09510605

	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>vse8k12312008.txt
<DESCRIPTION>VSE CORPORATION FORM 8-K DECEMBER 31, 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):  December 31, 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.

Background

As previously reported in a Form 8-K filed on April 28, 2008, VSE Corporation
("VSE") and Donald M. Ervine ("Mr. Ervine")entered into an agreement dated
April 22, 2008 (the "Transition Agreement"), pursuant to which 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  VSE's board of directors until December 31, 2008, followed by
service as VSE's Non-executive Chairman of VSE's board of directors for a
period of two years from January 1, 2009 through December 31, 2010.  For a
description of the Transition Agreement, please see Item 5.02 of the Form 8-K
filed on April 28, 2008.  Further, a copy of the Transition Agreement may be
found as Exhibit 10.2 to the Form 8-K filed on April 28, 2008.

Amendments to the Transition Agreement

On December 30, 2008, VSE and Mr. Ervine executed a Statement of Amendment
Number One to the Transition Agreement for the purpose of modifying certain
provisions of the Transition Agreement to ensure compliance with Section 409A
of the Internal Revenue Code of 1986, as amended.  The modifications generally
relate to the timing aspects of certain compensatory provisions in the
Transition Agreement.  A copy of the Statement of Amendment Number One is filed
as Exhibit 10.1 to this Form 8-K.

On December 31, 2008, VSE and Mr. Ervine executed a Statement of Amendment
Number Two to the Transition Agreement for the purpose of extending the terms
of Mr. Ervine's services under the Transition Agreement (a) as Executive
Chairman until March 31, 2009, and (b) as Non-Executive Chairman until
March 31, 2011.  As a result of the extension of Mr. Ervine's services as
Executive Chairman until March 31, 2009, the Statement of Amendment Number Two
also provides that Mr. Ervine will participate in VSE's 2006 Restricted Stock
Plan, on a pro rata basis (being one fourth of the restricted stock award that
Mr. Ervine would have otherwise been entitled had he been a participant for the
entire fiscal year), for restricted stock awards in respect of VSE's fiscal year
ending December 31, 2009.  A copy of the Statement of Amendment Number Two is
filed as Exhibit 10.2 to this Form 8-K.


Item 9.01       Financial Statements and Exhibits

(d)  Exhibits

        Exhibit
        Number
        ------
         10.1  Statement of Amendment Number One to the Transition Agreement,
               dated December 30, 2008, by and between VSE and Donald M. Ervine.

         10.2  Statement of Amendment Number Two to the Transition Agreement,
               dated December 31, 2008, by and between VSE and Donald M. Ervine.


                                 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:  January 6, 2009  		   /s/ C. S. Weber
                                           -----------------------------
                                           C. S. Weber
                                           Executive Vice President
                                           and Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>vseexhibit10-1.txt
<DESCRIPTION>AMENDMENT ONE TO THE TRANSITION AGREEMENT BETWEEN VSE AND DONALD M. ERVINE
<TEXT>
 								   Exhibit 10.1

                      STATEMENT OF AMENDMENT NUMBER ONE
                     TO THE TRANSITION AGREEMENT BETWEEN
                     VSE CORPORATION AND DONALD M. ERVINE

WHEREAS, VSE Corporation ("Employer") and Donald M. Ervine ("Employee") entered
into a Transition Agreement dated April 22, 2008 ("Agreement");

WHEREAS, Section 12 of the Agreement provides that the Agreement may be modified
by a writing signed by each of Employer and Employee; and

WHEREAS, Employer and Employee wish to modify the Agreement to comply with the
provisions of Section 409A of the Internal Revenue Code of 1986, as amended;

NOW THEREFORE, effective April 22, 2008, the Agreement shall be amended as
follows:

1.  Section 5(a)(ii) shall be amended by deleting the phrase "that will be
awarded during the three-month period ending on March 31, 2009" and replacing
such phrase with "that will be awarded and paid to Mr. Ervine on or before
March 15, 2009."

2.  The last sentence of Section 5(d) shall be restated and amended to read as
follows:

"Upon receipt of the expense statements, the Company shall promptly reimburse
Mr. Ervine for his expenses; all such reimbursement for expenses incurred in a
calendar year shall be paid by not later than March 15 of the calendar year
following the year in which such expenses were incurred."

3.  Section 5(e) shall be modified by the addition of the following material at
the end of such section to read as follows:

"...to the extent such amounts are not subject to Section 409A of the Internal
Revenue Code of 1986, as amended ('Section 409A').  Amounts otherwise payable to
Mr. Ervine which are subject to Section 409A may not be paid until Mr. Ervine
ceases performing services as a Non-Executive Chairman or otherwise incurs a
'separation from service' from VSE as such term is defined by Treas. Reg.
Section 1.409A-1(h)."

4.  Section 6 shall be amended by the addition of the following material at the
end of such section to read as follows:

"Any such incentive bonus shall be paid as a lump sum distribution, subject to
any applicable withholding, and shall be paid by no later than March 15
following the end of the Company's fiscal year."

5.  Section 12 shall be amended by the addition of the following material at the
end of such section to read as follows:

"Notwithstanding the above, the payment of any benefits under this Agreement
which is subject to Section 409A may not be accelerated except in compliance
with the provisions of Treas. Reg. Section 1.409A-3(j)(4)(ix) or such other
events and conditions which may be permitted in generally applicable guidelines
published in the Internal Revenue Bulletin.  The Company reserves any discretion
to distribute benefits in accordance with the requirements of such regulations
and/or such guidelines."

6..  A new Section 18 shall be added to read as follows:

"18.	Section 409A. To the extent that such requirements are applicable, this
Agreement is intended to comply with the requirements of Section 409A and shall
be interpreted and administered in accordance with that intent.  If any
provision of this Agreement would otherwise conflict with or frustrate this
intent, that provision shall be interpreted and deemed amended so as to avoid
the conflict.  The nature of any such amendment shall be determined by the
Company.  Notwithstanding the above, if Mr. Ervine qualifies as a 'specified
employee,' as defined in Treas. Reg. Section 1.409A-1(i), incurs a 'separation
from service,' as defined in Treas. Reg. Section 1.409A-1(h), for any reason
other than death and becomes entitled to a distribution under the Agreement,
then to the extent required by Section 409A, no distribution otherwise payable
to Mr. Ervine during the first six months after the date of such separation from
service, shall be paid to Mr. Ervine until the date which is one day after the
date which is six months after the date of such separation from service (or, if
earlier, the date of Mr. Ervine's death)."

	IN WITNESS WHEREOF, the parties hereto have executed this Statement of
Amendment Number One.

                               VSE CORPORATION

	                       By:    /s/ Maurice A. Gauthier
                                      ---------------------------
                        	      Maurice A. Gauthier,
                                      Chief Executive Officer, President
                                      and Chief Operating Officer

	 		       By:    /s/ Donald M. Ervine
                                      ---------------------------
                                      Donald M. Ervine

                               Date:  12/30/2008
                                      --------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>vseexhibit10-2.txt
<DESCRIPTION>AMENDMENT TWO TO THE TRANSITION AGREEMENT BETWEEN VSE AND DONALD M. ERVINE
<TEXT>
                                                                   Exhibit 10.2

                      STATEMENT OF AMENDMENT NUMBER TWO
                     TO THE TRANSITION AGREEMENT BETWEEN
                     VSE CORPORATION AND DONALD M. ERVINE

       This Statement of Amendment Number Two to the Transition Agreement
between VSE Corporation and Donald M. Ervine (this "Agreement") is entered into
as of December 31, 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 Executive Chairman of
VSE's board of directors, pursuant to a Transition Agreement dated as of
April 22, 2008 between VSE and Mr. Ervine, as amended by a Statement of
Amendment Number One to the Transition Agreement between VSE Corporation and
Donald M. Ervine dated as of December 30, 2008 (as so amended, the "Transition
Agreement").  Sections of the Transition Agreement that are referenced herein
are referred to as "TA Sections."  Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Transition Agreement.

       R. 2.	To extend the period during which VSE will benefit from the
experience and ability of Mr. Ervine arising from his prior senior VSE positions
VSE desires to extend the terms of Mr. Ervine's services under the Transition
Agreement (a) as Executive Chairman until March 31, 2009, and (b) as Non-
Executive Chairman until March 31, 2011.

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

1.	Amendments to the Transition Agreement.

        (a)	References to "This Agreement."  Any reference in the Transition
Agreement to "this Agreement" or "This Agreement" shall be deemed to be a
reference to the Transition Agreement as defined in and as amended by this
Agreement.

        (b)	TA Section 1.  The entire text of TA Section 1 is hereby deleted
and replaced with the following:

        Effective as of April 28, 2008, Mr. Ervine resigned as VSE's Chief
        Executive Officer ("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
        March 31, 2009.  Subject to Section 8, from April 1, 2009 to March 31,
        2011, Mr. Ervine will serve hereunder as Chairman, without being either
        an executive or employee of VSE ("Non-Executive Chairman").

        (c)	TA Section 5.  All references in TA Sections 5(a)(i) and (iv),
5(b), 5(c) and 5(e) to the dates "December 31, 2008," "January 1, 2009" and
"December 31, 2010" are hereby deleted and replaced with the dates "March 31,
2009," "April 1, 2009" and "March 31, 2011," respectively.

        (d)	TA Section 5(a).  The following text is hereby added as clause
(v) to TA Section 5(a):

                (v)	Mr. Ervine will participate in VSE's 2006 Restricted
                        Stock Plan at his current salary base of $360,000 per
                        annum and will be eligible, on a pro rata basis (being
                        one fourth of the restricted stock award that Mr. Ervine
                        would have otherwise been entitled had he been a
                        participant for the entire fiscal year), for restricted
                        stock awards in respect of VSE's fiscal year ending
                        December 31, 2009, that will be awarded and paid to
                        Mr. Ervine on or before March 15, 2010. Mr. Ervine's
                        participation, eligibility and related rights and
                        benefits set forth above in this Section 5(a)(v) shall
                        not be adversely affected by Mr. Ervine not being a VSE
                        employee, whether hereunder or otherwise, after
                        March 31, 2009.

        (e)	TA Section 8(c).  All references in TA Section 8(c) to the dates
"December 31, 2008" and "December 31, 2010" are hereby deleted and replaced with
the dates "March 31, 2009" and "March 31, 2011," respectively.

2.	Other Provisions.  This Agreement shall be governed by, and construed
and enforced in accordance with, TA Sections 9, 10, 11, 12, 13, 14, 15 and 16.

3.	Effect of Agreement.  As amended above, the terms and conditions of the
Transition Agreement remain in full force and effect and shall supersede any
obligations and rights of the Company and its subsidiaries, on the one hand, and
Mr. Ervine, on the other hand, respecting Mr. Ervine's employment, mentoring,
consulting and advisory services, and compensation and benefits in respect of
such services on or after April 28, 2008.

       IN WITNESS WHEREOF, VSE and Mr. Ervine have duly executed this Agreement
as of the date first above written.


                               VSE CORPORATION

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

	 		       By:    /s/ Donald M. Ervine
                                      ---------------------------
                                      Donald M. Ervine


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