EXHIBIT 10.12

                   RESOLUTIONS ADOPTED BY THE HUMAN RESOURCES
                 AND ETHICS COMMITTEE OF THE BOARD OF DIRECTORS
                            OF ESCO TECHNOLOGIES INC.

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                  WHEREAS, ESCO Technologies Inc. ("Company") adopted the ESCO
Electronics Corporation Performance Compensation Plan for Corporate, Subsidiary
and Division Officers and Key Managers ("Plan"); and

                  WHEREAS, the Human Resources and Ethics Committee of the Board
of Directors of the Company ("Committee") has been authorized to amend the Plan;
and

                  WHEREAS, the Committee desires to amend the Plan effective as
of January 1, 2000:

                  NOW, THEREFORE, BE IT

                  RESOLVED, that the Plan is amended as follows:

                  1. The fifth sentence of Section V is amended to read as
                     follows:

                          "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." and BE IT
                  FURTHER

                  RESOLVED, that the proper officers of the Company be, and they
                  hereby are, authorized and directed to take such further
                  action and execute such documents as they, with the advice of
                  counsel, deem necessary or desirable to carry out the intent
                  of the foregoing.

                  The foregoing Resolutions were adopted by the Committee this
9th day of November, 2000.