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EXHIBIT 10.11
FIRST AMENDMENT TO ESCO ELECTRONICS
CORPORATION DIRECTORS' EXTENDED COMPENSATION PLAN
WHEREAS, ESCO Electronics Corporation ("Company") adopted the ESCO
Electronics Corporation Directors' Extended Compensation Plan ("Plan"); and
WHEREAS, the Company retained the right to amend the Plan; and
WHEREAS, the Company desires to amend the Plan effective as of January
1, 2000;
NOW, THEREFORE, effective as of January 1, 2000, the Plan is amended as
follows:
1. The second sentence of paragraph 1 of Section IV is revised to
read as follows:
Such Committee shall have the right to amend or terminate
the Plan at any time, but no such action shall
retroactively reduce the benefits already accured.
2. The following paragraph is added at the end of Section IV:
7. The Plan shall inure to the benefit of and be
enforceable by the directors and their legal
representatives and shall be binding upon the Company
and its successors and assigns. The Company shall
require any successor (whether direct or indirect, by
purchase, merger, consolidation, sale of assets or
otherwise) to assume and expressly agree to perform the
duties of the Company under the Plan in the same manner
and to the same extent that the Company would be
required to perform if no such succession had taken
place. The Plan shall be construed and interpreted in
accordance with the laws of the State of Missouri
without regard to any principles of conflict of laws.
Any litigation in respect of the Plan shall be brought
in the Federal or State Courts of Missouri.
IN WITNESS WHEREOF, the foregoing Amendment was adopted on the 3rd day
of February, 2000.
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