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
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