Exhibit 10.2

                             ESCO TECHNOLOGIES INC.
                          PERFORMANCE COMPENSATION PLAN
                          FOR CORPORATE, SUBSIDIARY AND
                       DIVISION OFFICERS AND KEY MANAGERS
                       ----------------------------------

                             Adopted August 2, 1993
                         Amended and Restated Effective
                              As of October 1, 1995
             Fifth Sentence of Section V Amended on November 9, 2000
              Restated on November 28, 2000 to Reflect Name Change
        Restated on November 25, 2002 to reflect changes to Sections VII,
                                   IX and XI-E


     I.  PURPOSE
         -------

          The purpose of this ESCO  Technologies Inc.  Performance  Compensation
     Plan for Corporate, Subsidiary and Division Officers and Key Managers is to
     provide an annual  incentive  plan for selected  corporate,  subsidiary and
     division  officers and key managers  which is based upon their  performance
     and the  performance  of the Company  and its  Subsidiaries  and  Divisions
     during a Fiscal Year. In particular,  this plan is designed to (a) pay such
     employees  a  portion  of their  total  compensation  on the basis of their
     performance  during a given Fiscal Year,  (b) tie  Subsidiary  and Division
     management into Corporate  performance  objectives for a given fiscal year,
     and  (c)  stay  competitive  with  general  industry  trends  in  executive
     compensation.

     II.       DEFINITIONS
               -----------
               The following words shall have the following  meanings unless the
          context clearly requires otherwise:

               A.  "Board of  Directors"  means the Board of  Directors  of ESCO
          Technologies Inc.

               B.  "Executive   Compensation   Executive"  means  the  Executive
          Compensation  Executive of ESCO  Technologies Inc. C. "Chief Executive
          Officer" means the Chief Executive Officer of ESCO Technologies Inc.

               D. "Committee"  means the Human Resources and Ethics Committee of
          the Board of Directors of ESCO Technologies Inc. which is comprised of
          members who are not eligible to participate in the Plan.

               E.   "Company"   means  ESCO   Technologies   Inc.,   a  Missouri
          Corporation.

               F. "Division" means a division of the Company or of a Subsidiary.

               G.  "Fiscal  Year" means the fiscal year of the Company  which is
          currently the twelve-month period ending September 30.

               H.  "Participant"  means an employee of the Company, a Subsidiary
          or a Division eligible to receive a Performance Compensation Award.

               I. "Performance Compensation Award" means the amount payable to a
          Participant under the Plan.

               J.  "Plan"  means  this  ESCO   Technologies   Inc.   Performance
          Compensation Plan for Corporate,  Subsidiary and Division Officers and
          Key Managers.

               K.  "Subsidiary"  means any corporation or partnership  more than
          50% of which is owned directly or indirectly by the Company.

        III.   ELIGIBILITY
               -----------

               Participation  in the Plan shall be limited to those employees of
          the  Company,  Subsidiaries  and  Divisions  as  the  Committee  shall
          determine  upon   recommendation  by  the  Chief  Executive   Officer.
          Additions  or deletions to the Plan during a Fiscal Year shall be made
          only in the event of an unusual  circumstance,  such as a promotion or
          new hire.

        IV.    DETERMINATION OF MINIMUM AMOUNT PAYABLE
               ---------------------------------------

               The Committee, after consultation with the Executive Compensation
          Executive,  shall make a  recommendation  to the Board of Directors of
          the  Company and to the Board of  Directors  of each  Subsidiary  of a
          minimum  aggregate  payment  under  the  Plan to be made by each  such
          employer for each Fiscal Year. The final  determination of the minimum
          aggregate  payment  under the Plan for each  Fiscal Year to be made by
          the Company and each Subsidiary  shall be made by its respective Board
          of Directors prior to the end of such Fiscal Year.

        V.     DETERMINATION OF PERFORMANCE COMPENSATION AWARDS
               ------------------------------------------------

               As soon  as  practicable  after  the  end of  each  Fiscal  Year,
          Performance  Compensation  Awards for each Participant for such Fiscal
          Year shall be  determined.  The Chief  Executive  Officer shall submit
          proposed  Performance  Compensation Awards for each Participant to the
          Committee based upon that Participant's  performance during the Fiscal
          Year;  provided,  that the Committee may,  following such  submission,
          consider the further  recommendations  of the Chief Executive Officer.
          Final  determination of the amount of each  Participant's  Performance
          Compensation  Award  (if any) as well as the total  payment  under the
          Plan  for  each  Fiscal  Year  shall  be  the  responsibility  of  the
          Committee. Recommended Performance Compensation Awards to Participants
          may be denied, or adjusted upward or downward by the Committee, as, in
          the Committee's sole judgment, is prudent based upon its assessment of
          the  Participant's  performance and Corporate,  Subsidiary or Division
          performance during the Fiscal Year.  Performance  Compensation  Awards
          for some  Participants  may be based  upon  predetermined  Subsidiary,
          Division  or  individual   performance   targets  whereas  Performance
          Compensation   Awards   for   other   Participants   may  be   totally
          discretionary   as  determined  by  the  Committee.   However,   total
          Performance  Compensation  Awards under the Plan shall be no less than
          the minimum  determined  by the Board of  Directors of the Company and
          each Subsidiary in accordance with Section IV.

               Upon  approval  by  the  Committee,  the  Executive  Compensation
          Executive shall make  arrangements to ensure that each  Participant is
          notified of the amount of his or her Performance Compensation Award.

        VI.    MANNER OF AND TIME FOR PAYMENTS.
               --------------------------------

               Performance  Compensation Awards will normally be paid in cash by
          November  30th  following the end of each Fiscal Year.  However,  each
          Participant  shall have the right to elect to defer all or part of his
          or her  payment  under the Award  until the  following  January.  Such
          election  must be made no later than the  December  31st of the Fiscal
          Year with  respect  to which  the  Performance  Compensation  Award is
          granted  by  filing  with  the  Executive  Compensation  Executive  an
          executed form supplied by the Company.  Except in the case of hardship
          described  below,  such  election  may  only be  revoked  prior to the
          December 31st of the Fiscal Year with respect to which the Performance
          Compensation   Award  is  granted.   All  elections  (or  revocations)
          hereunder  must be made by  filing  with  the  Executive  Compensation
          Executive an executed form supplied by the Company.

               An election to defer a Performance  Compensation Award may impact
          the  calculation  of  a  Participant's  pension  benefit  because  the
          calculation  of such  benefit  is  based on the  average  compensation
          received during the period used to calculate  pension  benefits (e.g.,
          highest five years of earnings).

               The Committee may direct,  upon a showing of an emergency  beyond
          the Participant's  control which results in severe financial hardship,
          that a  Participant  who  has  elected  to  defer  payment  until  the
          following  January receive so much of his or her payment prior to such
          time as will enable the Participant to meet such emergency.

        VII.   DESIGNATION OF BENEFICIARY
               --------------------------

               If a Participant  dies prior to receiving the entire  amounts due
          under the Plan,  the unpaid  amounts will be paid in a lump sum to his
          or her beneficiary  within 90 days after the end of the Fiscal Year in
          which his death occurs.

               Each Participant shall have the right to designate a beneficiary,
          and to change such  beneficiary from time to time, by filing a request
          in writing with the Executive Compensation Executive. In the event the
          Participant  shall not have so  designated  a  beneficiary,  or in the
          event a beneficiary so designated  shall  predecease the  Participant,
          the amounts otherwise payable to such beneficiary shall be paid to the
          person  in, or  divided  equally  among,  the  first of the  following
          classes of successive preference beneficiaries in which there shall be
          any person surviving such Participant:

                      (a)    the Participant's spouse
                      (b)    the Participant's children
                      (c)    the Participant's executors or administrators.

               The share payable to any minor pursuant to the provisions  hereof
          may be paid  to  such  adult  or  adults  as,  in the  opinion  of the
          Executive  Compensation  Executive,   have  assumed  the  custody  and
          principal support of such minor.


        VIII.  ADMINISTRATION OF THE PLAN
               --------------------------

               The overall  administration  and  control of the Plan,  including
          final  determination  of  Performance   Compensation  Awards  to  each
          Participant  is the  responsibility  of the  Committee.  The Executive
          Compensation  Executive  shall be  responsible  for  implementing  the
          actions required under the Plan.

        IX.    VESTING
               -------

               A Participant must be in the employ of the Company, Subsidiary or
          Division through the last day of the Fiscal Year with respect to which
          a Performance  Compensation Award is granted in order to be considered
          for the grant of such an Award by the Committee. Such Participant must
          also  (subject  to  specific  Committee  action  to  the  contrary  as
          hereinafter  set  forth  in this  Section  IX) be an  employee  of the
          Company,  Subsidiary  or  Division  on the date the  award is  payable
          pursuant to Section VI hereof. The final determination as to Awards to
          be granted, and if so, the amount of such Awards, shall be made by the
          Committee.   Notwithstanding   any  other  provision  hereof,  and  in
          accordance with this Section IX, in the event a Participant terminates
          or is  terminated by the Company,  Subsidiary  or Division,  before or
          after the end of the Fiscal  Year for any reason,  including,  but not
          limited to, retirement, disability, or death, the Committee shall have
          the sole  discretion  as to whether  any such Award  shall be granted,
          and,  if so, the amount of such Award and the time such Award shall be
          paid.

          X.   AMENDMENT OR TERMINATION
               ------------------------

               The Plan may be  amended or  terminated  at any time by action of
          the Committee.

          XI.  MISCELLANEOUS
               -------------

               A. All  payments  under the Plan  shall be made from the  general
          assets of the  Company,  Subsidiary  or  Division.  To the  extent any
          person acquires a right to receive payments under the Plan, such right
          shall be no greater than that of an unsecured  general creditor of the
          Company, Subsidiary or Division.

               B. Nothing  contained  in the Plan and no action  taken  pursuant
          thereto shall create or be construed to create a trust of any kind, or
          a fiduciary relationship between the Company, a Subsidiary or Division
          and any other person.

               C. No amount  payable  under  the Plan  shall be  subject  in any
          manner  to  anticipation,   alienation,  sale,  transfer,  assignment,
          pledge,  encumbrance or charge,  either voluntary or involuntary,  and
          any  attempt  to so  alienate,  anticipate,  sell,  transfer,  assign,
          pledge,  encumber  or charge the same shall be null and void.  No such
          amount  shall  be  liable  for or  subject  to the  debts,  contracts,
          liabilities, engagements, or torts of any person to whom such benefits
          or funds are or may be payable.

               D. Nothing contained in the Plan shall be construed as conferring
          upon any  Participant  the  right to  continue  in the  employ  of the
          Company,  Subsidiary  or Division nor to limit the right of his or her
          employer to discharge  the  Participant  at any time,  with or without
          cause.

               E. The Plan shall be construed  and  administered  in  accordance
          with  the  laws  of the  State  of  Missouri,  without  regard  to the
          principles of conflicts of law which might otherwise apply.