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                                                                    EXHIBIT 10.7

                             AMENDED AND RESTATED
                             WHITTAKER CORPORATION
                     LONG-TERM STOCK INCENTIVE PLAN (1989)


SECTION 1.  Purpose

     The purposes of the Whittaker Corporation Long-Term Incentive Plan (1989)
(the "Plan") are to promote the interests of Whittaker Corporation (the
"Company") and its shareholders by (i) attracting and retaining executive
personnel and other key employees of outstanding ability; (ii) motivating
executive personnel and other key employees, by means of performance-related
incentives, to achieve longer-range performance goals; and (iii) enabling such
employees to participate in the long-term growth and financial success of the
Company.

SECTION 2.  Definitions

     "Affiliate" shall mean any corporation or other entity which is not a
Subsidiary but as to which the Company possesses a direct or indirect ownership
interest and has representation on the board of directors or any similar
governing body.

     "Award" shall mean a grant or award under Section 6 through 10, inclusive,
of the Plan, as evidenced in a written document delivered to a Participant as
provided in Sec tion 11(b).

     "Board of Directors" shall mean the board of directors of the Company.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

     "Committee" shall mean the Compensation and Stock Option Committee of the
Board of Directors.

     "Common Stock" or "Stock" shall mean the common stock, par value $.01 per
share, of the Company.

     "Corporation" shall mean the Company and its Subsidiaries and Affiliates.

     "Designated Beneficiary" shall mean the beneficiary designated by the
Participant, in a manner determined by the Committee, to receive amounts due the
Participant in the event of the Participant's death.  In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean the
Participant's estate.

     "Employee" shall mean any employee of the Corporation.

     "Incentive Stock Option" shall mean a stock option granted under Section 6
which is intended to meet the requirements of Section 422 of the Code.
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     "Nonqualified Stock Option" shall mean a stock option granted under Section
6 which is not intended to be an Incentive Stock Option.

     "Option" shall mean an Incentive Stock Option or a Nonqualified Stock
Option.

     "Participant" shall mean an Employee who is selected by the Committee to
receive an Award under the Plan.

     "Payment Value" of an earned Performance Share shall mean the fair market
value of a share of Common Stock on the day of the Committee's determination
under Section 8(c)(2) with respect to the applicable Performance Cycle.

     "Performance Cycle" or "Cycle" shall mean the period of years selected by
the Committee during which the performance is measured for the purpose of
determining the extent to which an award of Performance Shares has been earned.

     "Performance Goals" shall mean the objectives established by the Committee
for a Performance Cycle, for the purpose of determining the extent to which
Performance Shares which have been contingently awarded for such Cycle are
earned.

     "Performance Share" shall mean an award granted pursuant to Section 8 of
the Plan.

     "Restricted Period" shall mean the period selected by the Committee during
which a grant of Restricted Stock or Restricted Stock Units may be forfeited to
the Company.

     "Restricted Stock" shall mean shares of Common Stock contingently granted
to a Participant under Section 9 of the Plan.

     "Restricted Stock Unit" shall mean a fixed or variable dollar denominated
unit contingently awarded under Section 9 of the Plan.

     "Stock Appreciation Right" shall mean a right granted under Section 7.

     "Stock Unit Award" shall mean an award of Common Stock or units granted
under Section 10.

     "Subsidiary" shall mean any corporation or other entity in which the
Company possesses directly or indirectly 50% or more of the total combined
voting power.

     "Substitute Awards" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Corporation or with which the Corporation combines.

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SECTION 3.  Administration

     The Plan shall be administered by the Committee.  The Committee shall have
sole and complete authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it shall
from time to time deem advisable, and to interpret the terms and provisions of
the Plan.  The Committee may delegate to one or more executive officers of the
Company the power to make Awards to Participants who are not executive officers
or directors of the Company provided the Committee shall fix the maximum amount
of such Awards for the group and a maximum for any one Participant.  The
Committee's decisions, or the decisions of its delegates, shall be binding upon
all persons, including the Company, stockholders, employees, Participants and
Designated Beneficiaries.

SECTION 4.  Eligibility

     All Employees who, in the opinion of the Committee, have the capacity for
contributing in a substantial measure to the successful performance of the
Company are eligible to be Participants in the Plan.

SECTION 5.  Maximum Amount Available for Awards

     (a) The maximum number of shares of Stock in respect of which Awards may be
granted under the Plan shall be 2,000,000 shares of Common Stock. No person may
receive Awards under the Plan in any calendar year that relate to more than
200,000 shares of Stock. Shares of Common Stock may be made available from the
authorized but unissued shares of the Company or from shares reacquired by the
Company, including shares purchased in the open market. In the event that (i) an
Option or Stock Appreciation Right expires or is terminated unexercised as to
any shares of Common Stock covered thereby or (ii) any award in respect of
shares of Common Stock is forfeited or otherwise cancelled for any reason under
the Plan, such shares shall thereafter be again available for award pursuant to
the Plan. In the event that any Option or other Award granted hereunder is
exercised through the delivery of shares of Stock, the number of shares of Stock
available for awards under the Plan shall be increased by the number of shares
of Stock surrendered.

     (b) In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, securities or other property),
recapitalization, reorganization, merger, consolidation, split-up, spinoff,
combination, repurchase or exchange of shares, issuance of warrants or other
rights to purchase Common Stock at a price below fair market value or other
similar corporate event affects the Common Stock such that an adjustment is
required in order to preserve the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in its sole discretion,
and in such manner as the Committee may deem equitable, adjust any or all of (1)
the number and kind of shares which may thereafter be made the subject of
Awards, in aggregate and with respect to the individual limit set forth in
Section 5(a), (2) the number and kind of shares (or other securities or assets)
subject to outstanding Awards, and (3) the grant or exercise price with

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respect to any Award and/or, if deemed appropriate, make provision for a cash
payment to a Participant or a person who has an outstanding Award; provided that
the number of shares subject to any Award shall always be a whole number.

     (c) Any shares of Common Stock underlying Substitute Awards shall not,
except in the case of shares with respect to which Substitute Awards are granted
to Employees who are officers or directors of the Company for purposes of
Section 16 of the Securities Exchange Act of 1934 or any successor section
thereto, be counted against the shares of Common Stock available for Awards
under the Plan.

SECTION 6.  Stock Options

     (a) Grant.  Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Employees to whom Options shall be
granted, the number of shares to be covered by each Option, the option price
therefor and the conditions and limitations applicable to the exercise of the
Option.  The Committee shall establish the option price at the time each Option
is granted, which price, except in the case of an Option that is a Substitute
Award, shall not be less than 100% of the fair market value of the Common Stock
on the date of grant (determined in accordance with procedures established by
the Committee).  The Committee shall have the authority to grant Incentive Stock
Options, Nonqualified Stock Options or both.  In the case of Incentive Stock
Options, the terms and conditions of such grants shall be subject to and comply
with such rules as may be prescribed by Section 422 of the Code and any
implementing regulations.

     (b) Exercise.  (1)  Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award or thereafter, provided, however,
that in no event may any Option granted hereunder be exercisable after the
expiration of 10 years from the date of such grant.  The Committee may impose
such conditions with respect to the exercise of Options, including any relating
to applicable federal or state securities laws, as it may deem necessary or
advisable.

     (2) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the option price, or provision therefor, is received by
the Company.  Such payment may be made in cash, or its equivalent, or, if and to
the extent permitted by the Committee, by exchanging shares of Common Stock
owned by the optionee (which are not the subject of any pledge or other security
interest), or by a combination of the foregoing; provided that the combined
value of all cash and cash equivalents and the fair market value of any such
Common Stock so tendered to the Company, value (in accordance with procedures
established by the Committee) as of the date of such tender, is at least equal
to such option price.

SECTION 7.  Stock Appreciation Rights

     (a) Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Employees to whom Stock Appreciation
Rights shall be

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granted, the number of shares to be covered by each Stock Appreciation Right,
the grant price thereof and the conditions and limitations applicable to the
exercise thereof.  Stock Appreciation Rights may be granted in tandem with an
Option, in addition to an Option or freestanding and unrelated to an Option.
Stock Appreciation Rights granted in tandem with or in addition to an Option may
be granted either at the same time as the Option or at a later time.  Stock
Appreciation Rights shall not be exercisable earlier than six months after grant
nor after the expiration of 10 years from the date of grant, and except for
Stock Appreciation Rights which are Substitute Awards, shall have a grant price
of not less than 100% of the fair market value of the Common Stock on the date
of grant or, if granted in tandem with an Option but at a later time, on the
date of grant of such Option (determined in accordance with procedures
established by the Committee).

     (b) Each Stock Appreciation Right shall entitle the Participant to receive
from the Company with respect to each share covered thereby an amount equal to
the excess of the fair market value of a share of Common Stock on the date of
exercise of the Stock Appreciation Right over the grant price, provided that the
Committee may for administrative convenience determine that, for any Stock
Appreciation Right, which is not related to an Incentive Stock Option and can
only be exercised during limited periods of time in order to satisfy the
conditions of certain rules of the Securities and Exchange Commission, the
exercise of any such Stock Appreciation Right for cash during such limited
period shall be deemed to occur for all purposes hereunder on the day during
such limited period on which the fair market value of the Stock is the highest.
Any such determination by the Committee may be changed by the Committee from
time to time and may govern the exercise of Stock Appreciation Rights granted or
exercised prior to such determination as well as Stock Appreciation Rights
granted or exercised thereafter.  The Committee shall determine upon the
exercise of a Stock Appreciation Right whether such Stock Appreciation Right
shall be settled in cash, shares of Common Stock or a combination of cash and
shares of Common Stock.

SECTION 8.  Performance Shares

     (a) Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Employees who shall be granted
Performance Shares, the number of Performance Shares to be granted to each
Participant for each Performance Cycle, the Performance Goals for each
Performance Cycle, the duration of each Performance Cycle and the value of each
Performance Share.  There may be more than one Performance Cycle in existence at
any one time, and the duration of Performance Cycles may differ from each other.

     (b) The Committee shall establish Performance Goals for each Cycle on the
basis of such criteria and to accomplish such objectives as the Committee may
from time to time select.  During any Cycle, the Committee may adjust the
Performance Goals for such Cycle as it deems equitable in recognition of unusual
or nonrecurring events affecting the Corporation or changes in applicable tax
laws or accounting principles or such other factors as the Committee may
determine.

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     (c) (1)  The Committee shall, as soon as practicable after the expiration
of each Performance Cycle, determine the number of Performance Shares which have
been earned on the basis of performance in relation to the Performance Goals
established for such Performance Cycle.

     (2) Payment Values of earned Performance Shares shall be distributed to the
Participant or, if the Participant has died, to the Participant's Designated
Beneficiary, as soon as practicable after the Committee's determination under
paragraph (1) above.  The Committee shall determine whether Payment Values are
to be distributed in the form of cash, shares of Common Stock or a combination
of cash and shares of Common Stock.

SECTION 9.  Restricted Stock and Restricted Stock Units

     (a) Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Employees to whom shares of Restricted
Stock and Restricted Stock Units shall be granted, the number of shares of
Restricted Stock and the number of Restricted Stock Units to be granted to each
Participant, the duration of the Restricted Period during which, and the
conditions under which, the Restricted Stock and Restricted Stock Units may be
forfeited to the Company, and the other terms and conditions of such Awards.

     (b) Shares of Restricted Stock and Restricted Stock Units may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as herein
provided, during the Restricted Period.  Certificates issued in respect of
shares of Restricted Stock shall be registered in the name of the Participant
and deposited by him, together with a stock power endorsed in blank, with the
Company or in escrow with an escrow agent designated by the Company.  At the
expiration of the Restricted Period, the Company shall deliver or cause such
certificates to be delivered to the Participant.  Payment for Restricted Stock
Units shall be made by the Corporation in cash, shares of Common Stock or a
combination of cash and shares of Common Stock.

SECTION 10.  Other Stock Based Awards

     (a) In addition to Awards granted pursuant to other provisions of the Plan,
subject to the provisions of the Plan, the Committee shall have sole and
complete authority to grant to Participants Stock Unit Awards which can be in
the form of Common Stock or units, the value of which is based, in whole or in
part, on the value of Common Stock.  Subject to the provisions of the Plan,
including Section 10(b) below, Stock Unit Awards shall be subject to such terms,
restrictions, conditions, vesting requirements and payment rules (all of which
are sometimes hereinafter collectively referred to as "rules") as the Committee
may determine with sole and complete discretion at the time of grant.  The rules
need not be identical for each Stock Unit Award.

     (b) In the sole and complete discretion of the Committee, a Stock Unit
Award may be granted subject to the following rules:

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          (1) Any shares of Common Stock which are part of a Stock Unit Award
     may not be assigned, sold, transferred, pledged or otherwise encumbered
     prior to the date on which the shares are issued or, if later, the date
     provided by the Committee at the time of grant of the Stock Unit Award.

          (2) Stock Unit Awards may provide for the payment of cash
     consideration by the person to whom such Award is granted or provide that
     the Award, and any Common Stock to be issued in connection therewith, if
     applicable, shall be delivered without the payment of cash consideration;
     provided that for any Common Stock to be purchased in connection with a
     Stock Unit Award, except in the case of a Stock Unit Award which is a
     Substitute Award, the purchase price shall be at least 50% of the fair
     market value of such Common Stock on the date such Award is granted
     (determined in accordance with procedures established by the Committee).

          (3) Stock Unit Awards may relate in whole or in part to certain
     performance criteria established by the Committee at the time of grant.

          (4) Stock Unit Awards may provide for deferred payment schedules
     and/or vesting over a specified period of employment.

          (5) In such circumstances as the Committee may deem advisable, the
     Committee may waive or otherwise remove, in whole or in part, any
     restriction or limitation to which a Stock Unit Award was made subject at
     the time of grant.

     (c) In the sole and complete discretion of the Committee, an Award, whether
made as a Stock Unit Award under this Section 10 or as an Award granted pursuant
to Sections 6 through 9, may provide the Participant with (i) dividends or
dividend equivalents (payable on a current or deferred basis) and (ii) cash
payments in lieu of or in addition to an Award.

SECTION 11.  General Provisions

     (a) Withholding.  The Corporation shall have the right to deduct from all
amounts paid in cash to a Participant (whether under the Plan or otherwise) any
taxes required by law to be withheld in respect of Awards hereunder to such
Participant.  In the case of payments of Awards in the form of Common Stock, at
the Committee's discretion the Participant may be required to pay to the
Corporation the amount of any taxes required to be withheld with respect to such
Common Stock, or in lieu thereof, the Corporation shall have the right to retain
(or the Participant may be offered the opportunity to elect to tender) the
number of shares of Common Stock whose fair market value, determined in
accordance with procedures established by the Committee, equals the amount
required to be withheld.

     (b) Awards.  Each Award hereunder shall be evidenced by a writing delivered
to the Participant which shall specify the terms and conditions thereof and any
rules applicable thereto, including the effect on such Award of the death,
retirement or other termination of

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employment of the Participant and the effect thereon, if any, of a change in
control of the Company.

     (c) Nontransferability.  No Award shall be assignable or transferable, and
no right or interest of any Participant shall be subject to any lien, obligation
or liability of the Participant, except by will or the laws of descent and
distribution, provided, however, that an Award may be transferable, to the
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extent set forth in the applicable Award agreement, (i) if such Award agreement
provisions do not disqualify such Award for exemption under Rule 16b-3 under the
Securities Exchange Act of 1934, or (ii) if such Award is not intended to
qualify for exemption under such rule.

     (d) No Right to Employment.  No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Corporation.  Further,
the Corporation may at any time dismiss a Participant free from any liability,
or any claim under the Plan, except as provided herein or in any agreement
entered into with respect to an Award.

     (e) No Rights as Stockholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she has become the holder thereof.  Notwithstanding the
foregoing, in connection with each grant of Restricted Stock hereunder, the
applicable Award shall specify if and to what extent the Participant shall not
be entitled to the rights of a stockholder in respect of such Restricted Stock.

     (f) Construction of the Plan.  The validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in accordance with the
laws of the State of Delaware.

     (g) Effective Date.  Subject to the approval of the stockholders of the
Company, the Plan shall be effective on the date of initial stockholder
approval.  No Awards may be granted under the Plan after the tenth anniversary
of the date of the initial stockholder approval.

     (h) Amendment of Plan.  The Board of Directors may amend, suspend or
terminate the Plan or any portion thereof at any time, provided that no
amendment shall be made without stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement with which or for
which the Board deems it necessary or desirable for the Plan to comply or
qualify, including for these purposes any approval requirement which is a
prerequisite for exemptive relief from Section 16(b) of the Securities Exchange
Act of 1934.  Notwithstanding anything to the contrary contained herein, the
Committee may amend the Plan in such manner as may be necessary so as to have
the Plan conform with local rules and regulations.

     (i) Amendment of Award.  The Committee may amend, modify or terminate any
outstanding Award with the Participant's consent at any time prior to payment or
exercise in

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any manner not inconsistent with the terms of the Plan, including (1) to change
the date or dates as of which (A) an Option or Stock Appreciation Right becomes
exercisable, (B) a Performance Share is deemed earned or (C) Restricted Stock or
a Restricted Stock Unit becomes nonforfeitable or (2) to cancel and reissue an
Award under such different terms and conditions as it determines, with sole and
complete discretion appropriate.

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