ESCO TECHNOLOGIES INC
2ND AMEND. TO SUPPLEMENTAL EXECUTIVE RETIREMENT
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<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>c66668ex10-4.txt
<DESCRIPTION>2ND AMEND. TO SUPPLEMENTAL EXECUTIVE RETIREMENT
<TEXT>
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                                                                    EXHIBIT 10.4

              SECOND AMENDMENT TO THE ESCO ELECTRONICS CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                  WHEREAS, ESCO Technologies Inc. ("Company") previously adopted
the ESCO Electronics Corporation Supplemental Executive Retirement Plan ("Plan")
for the benefit of selected executives effective as of August 2, 1993; and

                  WHEREAS, the Company retained the right to amend the Plan
pursuant to Section IX-G thereof; and

                  WHEREAS, the Company desires to amend the Plan effective May
1, 2001 ("Effective Date");

                  NOW, THEREFORE, effective as of the Effective Date, the Plan
is amended as follows:

         1. Section IV-B is deleted in its entirety and replaced with the
         following:

         B. Notwithstanding Section IV-A, the benefit payable under Section III
         may, at the election of the Participant or Beneficiary, as applicable,
         be payable as a benefit of equivalent actuarial value to the benefit
         described in Section III in accordance with any distribution form
         permitted under the Retirement Plan, except that, a lump sum
         distribution form shall not be available at the Participant's or
         Beneficiary's election.

            Notwithstanding Section IV-A, the Committee may, in its discretion,
         direct that a benefit, of equivalent actuarial value to the benefit
         described in Section III, shall be payable to any Participant in such
         form and payable at such times as the Committee shall determine,
         including, without limitation, a lump sum distribution form. All
         equivalent actuarial values shall be determined using the same
         actuarial assumptions as are used in computing equivalent actuarial
         values under the Retirement Plan.

         2. Section IX-G is deleted and replaced with the following:

         G. Amendment and Termination. The Committee may and reserves the right
         to amend or terminate the Plan. Each Employer may terminate its
         participation in the Plan at any time with approval of the Committee.

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                  IN WITNESS WHEREOF, ESCO Technologies Inc. has caused this
Amendment to be executed by one of its duly authorized officers this 10th day of
May, 2001.

                                     ESCO TECHNOLOGIES INC.




                                     By
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