Stock Ownership Guidelines

Non-Employee Directors
Each non-employee director should own shares of Teledyne common stock equal in market value to three times the amount of the Company’s annual retainer. By way of example, since the current annual retainer is $40,000, the target ownership level for a non-employee director would be $120,000. Non-employee directors are expected to attain the minimum level of target ownership by December 31, 2009. A new director is expected to attain the minimum level of target ownership within a period of five years from the date he or she is first becomes a director of the Company. Once achieved, the guideline amount must be maintained for so long as the non-employee director retains his seat on the Board.

Key Executives
Each key executive should own shares of Teledyne common stock equal in market value to the amount set forth below. Such amount is dependent upon the key executive’s position with the Company and will also adjust with any change to such key executive’s base salary.

Position	Value of Shares Owned
Chairman, President and Chief Executive Officer	5 x base salary
Corporate Senior Vice Presidents or higher	3 x base salary
Segment Presidents or Senior Vice Presidents	2 x base salary
Other key executives	1 x base salary

A key executive is expected to attain the minimum level of target ownership within a period of five years from the date of hire or promotion, and is expected to own continuously sufficient shares to meet the guideline once attained.

Definitions
The term “ownership” includes: (a) shares of Teledyne stock held directly by the non-employee director or key executive; (b) shares of Teledyne stock held by a family member of a non-employee director or key executive living in the same household; (c) shares of Teledyne stock held jointly with a spouse or other family member; (d) shares of Teledyne stock held by a trust in which the non-employee director or key executive is a grantor or a beneficiary; (e) shares of Teledyne restricted stock held directly by a non-employee director or key executive, whether or not yet vested; (f) shares of Teledyne common stock held through the Teledyne Technologies Incorporated Employee Stock Purchase Plan (a/k/a The Stock Advantage Plan) or the Teledyne Technologies Incorporated 401(k) Plan; (g) phantom stock held by non-employee directors through the Teledyne Technologies Incorporated Executive Deferred Compensation Plan.The term “ownership” does not include (i) options to purchase stock or (ii) shares that are not yet issued, paid or earned under the Performance Share Plans.

The term “key executive” includes any key officer or employee participating in the Teledyne Technologies Incorporated Restricted Stock Award Programs. A person ceases to be a key executive upon retirement or other termination of employment.

Exceptions
The Company recognizes that there may be instances when these guidelines would place a severe hardship on a non-employee director or a key executive. The Nominating and Governance Committee will make the final decision as to developing an alternative stock ownership guideline for such non-employee director or key executive that reflects the intention of these guidelines and the personal circumstances of such non-employee director or key executive.

Monitoring
At least annually, the Nominating and Governance Committee will review where the stock ownership guidelines are met. While there are no penalties for failure to meet specified ownership levels, (a) with respect to non-employee directors, the Nominating and Governance Committee will consider whether a non-employee director has met such guideline in making a determination to recommend that such director be re-nominated for election as a director; and (b) with respect to key executives, the Personnel and Compensation Committee will consider whether a key executive has met the guideline level in deciding whether or not to make additional equity grants to such key executive.

Amendments
The Nominating and Governance Committee reserves the right to amend or modify these guidelines at any time.