8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 29, 2004

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware	1-15295	25-1843385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

12333 West Olympic Boulevard
Los Angeles, California
(Address of principal executive offices) 90064-1021
(Zip Code)

Registrant’s telephone number, including area code: (310) 893-1600

Not Applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events and Regulation FD Disclosure.
	Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3

Item 5. Other Events and Regulation FD Disclosure.

Effective March 29, 2004, Sue Main, age 45, became Vice President and Controller of Teledyne Technologies Incorporated (“TDY”). Prior to joining TDY, she had served as Vice President – Controller of WaterPik Technologies, Inc., a provider of personal health care products, pool products and heating systems, which like TDY had been spun-off on November 29, 1999, from Allegheny Teledyne Incorporated (“ATI”) into a separate independent public company. Prior to the spin-off, Ms. Main had been Vice President — Finance of Teledyne Laars, a division of the Consumer Products segment of ATI that became part of WaterPik Technologies, Inc. Prior to the August 1996 combination of Allegheny Ludlum Corporation and Teledyne, Inc. to form ATI, Ms. Main held various financial positions with Teledyne, Inc. since 1989.

Item 7. Financial Statements and Exhibits.

     (c) The following exhibits are filed herewith:

99.1	-	Offer letter dated March 18, 2004 to Sue Main*
99.2	-	Change of Control Severance Agreement dated as of March 29, 2004, between TDY and Sue Main*
99.3	-	Restricted Stock Award Agreement dated as of March 29, 2004, between TDY and Sue Main*

* denotes management compensatory plan or arrangement.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TELEDYNE TECHNOLOGIES INCORPORATED
	By:	/s/ Dale A. Schnittjer
		Dale A. Schnittjer
Dated: March 29, 2004		Vice President and Chief Financial Officer

EXHIBIT INDEX

	Description
Exhibit 99.1	Offer letter dated March 18, 2004 to Sue Main*
Exhibit 99.2	Change of Control Severance Agreement dated as of March 29, 2004, between TDY and Sue Main*
Exhibit 99.3	Restricted Stock Award Agreement dated as of March 29, 2004, between TDY and Sue Main*

EX-99.1

[Teledyne Letterhead]                                               EXHIBIT 99.1





March 19, 2004


Ms. Sue Main
1476 Pathfinder Avenue
Westlake Village, CA 91362

Dear Sue:

Confirming our discussions, I am very pleased to receive your acceptance of our
offer to become Teledyne's Vice President and Controller effective March 29,
2004. This position will report directly to me.

The key aspects of your employment would be as follows:

1.    Base salary of $225,000 to be reviewed on the same basis as others in
      similar positions. Your next annual review will be in September 2005.

2.    An annual target bonus opportunity of 45% of base salary with a maximum of
      90% of base salary at 120% of performance, on the terms and conditions
      established by the Personnel and Compensation Committee of the Company.

3.    You will be eligible for an annual grant of options to purchase 10,000
      shares of common stock beginning in early 2005. All terms and conditions
      of any stock option program are established and approved by the Personnel
      and Compensation Committee of the Board of the company and, as such, are
      subject to change.

4.    You will be eligible to participate in the Company's Performance Share
      Plan (PSP). The plan is designed to reward participating executives for
      achieving pre-specified goals measured over a three-year period. Your
      target opportunity as a percent of base salary is 100%. Awards will be
      made one-half in stock and one-half in cash with payments made over a
      three-year period following the three-year performance period. Your
      participation will be prorated. All terms and conditions of the
      Performance Share Program are established and approved by the Personnel
      and Compensation Committee of the Board of the company and, as such, are
      subject to change.





5.    You will be eligible to participate in the Company's Restricted Stock
      Program (RSP). The plan is intended to be restricted to the top executives
      whose actions most directly affect the long-term success of the company.
      Pre-specified performance targets measured over three years must be met at
      threshold or better in order to release the restrictions. Restricted stock
      equal in value to 30% of your base salary are granted, generally each
      calendar year. Your participation will be prorated. All terms and
      conditions of the Restricted Stock Program are established and approved by
      the Personnel and Compensation Committee of the Board of the company and,
      as such, are subject to change.

6.    You will receive a Change in Control Severance Agreement at two times your
      base salary.

7.    You will receive three weeks of vacation.

8.    You will be eligible for a Company automobile at the Vice
      President/General Manager level (2004 = $31,000).

In addition, our arrangement will also be subject to your successful completion
of a standard pre-employment physical examination and drug and alcohol screen.

Please be advised that your employment with the company will be at-will, and
that it may be terminated by you or by the company at any time and for any
reason, with or without cause, and with or without notice. By accepting this
offer, you represent and agree that no contrary representation has been made to
you. This at-will employment relationship will remain in effect throughout your
employment with the company and its affiliated entities, and may only be
modified by an express written contract for a specified term signed by you and
the Senior Vice President, General Counsel and Secretary of the Company. It may
not be modified by an oral or implied agreement. This letter sets forth the
parties' entire agreement regarding the subjects addressed.

Sue, I am confident you will make a significant contribution to Teledyne
Technologies. Please sign, date and return one of the original offer letters to
acknowledge the terms outlined in this letter.

Sincerely

/s/ Dale A. Schnittjer

Dale A. Schnittjer
Vice President and Chief Financial Officer

Cc:   Robyn E. Choi

Accepted:

/s/ Sue Main                              March 20, 2004
- -------------------------------           ----------------------
         (Signature)                            (Date)

EX-99.2

                                                                    EXHIBIT 99.2

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

            THIS AGREEMENT ("Agreement") is made and entered into as of this
29th day of March 2004 (the "Effective Date"), by and among Teledyne
Technologies Incorporated, a Delaware corporation (hereinafter referred to as
the "Company"), and Sue L. Main, an individual residing at the address set forth
on the signature page of this Agreement (the "Executive").

                              W I T N E S S E T H:

            WHEREAS, the Board of Directors of the Company (the "Board") has
approved the Company entering into this agreement providing for certain
severance protection for the Executive following a Change in Control (as
hereinafter defined);

            WHEREAS, the Board of the Company believes that, should the
possibility of a Change in Control arise, it is imperative that the Company be
able to receive and rely upon the Executive's advice, if requested, as to the
best interests of the Company and its stockholders without concern that he or
she might be distracted by the personal uncertainties and risks created by the
possibility of a Change in Control; and

            WHEREAS, in addition to the Executive's regular duties, he or she
may be called upon to assist in the assessment of a possible Change in Control,
advise management and the Board of the Company as to whether such Change in
Control would be in the best interests of the Company and its stockholders, and
to take such other actions as the Board determines to be appropriate;

            NOW, THEREFORE, to assure the Company that it will have the
continued dedication of the Executive and the availability of his or her advice
and counsel notwithstanding the possibility, threat, or occurrence of a Change
in Control, and to induce the Executive to remain in the employ of the Company,
and for good and valuable consideration and the mutual covenants set forth
herein, the Company and the Executive, intending to be legally bound, agree as
follows:

                             Article I. Definitions

      Whenever used in this Agreement, the following terms shall have the
meanings set forth below when the initial letter of the word or abbreviation is
capitalized:

(a) "Accrued Obligations" means, as of the Effective Date of Termination, the
sum of (i) the Executive's base salary accrued but not then paid through and
including the Effective Date of Termination, (ii) the amount of any bonus,
incentive compensation, deferred compensation and other cash compensation
accrued by the Executive as of the Effective Date of Termination under the terms
of any such arrangement and not then paid, including, but not limited to, AIP
accrued but not paid for a year ending prior to the year in which occur, the
Effective Date of Termination, (iii) unused vacation time monetized at the then
rate of Base Compensation, (iv) expense




reimbursements or other cash entitlements, and (v) amounts accrued under any
qualified, non-qualified or supplemental employee benefit plan, payroll
practice, policy or perquisite.

(b) "AIP" means the Company's Annual Incentive Plan as it exists on the date
hereof and as it may be amended, supplemented or modified from time to time or
any successor plan.

(c) "Base Compensation" shall mean (1) the highest annual rate of base salary of
the Executive within the time period consisting of one year prior to the date of
a Change in Control and the Effective Date of Termination and (2) the AIP bonus
target for performance in the calendar year that a Change in Control occurs or
the actual AIP payment for the year immediately preceding the Change in Control,
whichever is higher.

(d) "Beneficiary" shall mean the persons or entities designated or deemed
designated by the Executive pursuant to Section 7.2 herein.

(e) "Board" shall mean the Board of Directors of the Company.

(f) For purposes hereof, the term "Cause" shall mean the Executive's conviction
of a felony, breach of a fiduciary duty involving personal profit to the
Executive or intentional failure to perform stated duties reasonably associated
with the Executive's position; provided, however, an intentional failure to
perform stated duties shall not constitute Cause unless and until the Board
provides the Executive with written notice setting forth the specific duties
that, in the Board's view, the Executive has failed to perform and the Executive
is provided a period of thirty (30) days to cure such specific failure(s) to the
reasonable satisfaction of the Board.

(g) For the purposes of this Agreement, "Change in Control" shall mean, and
shall be deemed to have occurred upon the occurrence of, any of the following
events:

            (1) The Company acquires actual knowledge that (x) any Person, other
            than the Company, a subsidiary, any employee benefit plan(s)
            sponsored by the Company or a subsidiary, has acquired the
            Beneficial Ownership, directly or indirectly, of securities of the
            Company entitling such Person to 20% or more of the Voting Power of
            the Company, or (y) any Person or Persons agree to act together for
            the purpose of acquiring, holding, voting or disposing of securities
            of the Company or to act in concert or otherwise with the purpose or
            effect of changing or influencing control of the Company, or in
            connection with or as Beneficial Ownership, directly or indirectly,
            of securities of the Company entitling such Person(s) to 20% or more
            of the Voting Power of the Company; or

            (2) The completion of a Tender Offer is made to acquire securities
            of the Company entitling the holders thereof to 20% or more of the
            Voting Power of the Company; or

            (3) The occurrence of a successful solicitation subject to Rule
            14a-11 under the Securities Exchange Act of 1934 as amended (or any
            successor Rule) (the "1934 Act") relating to the election or removal
            of 50% or more of the members of the Board


                                      -2-



            or any class of the Board shall be made by any person other than the
            Company or less than 51% of the members of the Board (excluding
            vacant seats) shall be Continuing Directors; or

            (4) The occurrence of a merger, consolidation, share exchange,
            division or sale or other disposition of assets of the Company as a
            result of which the stockholders of the Company immediately prior to
            such transaction shall not hold, directly or indirectly, immediately
            following such transaction a majority of the Voting Power of (i) in
            the case of a merger or consolidation, the surviving or resulting
            corporation, (ii) in the case of a share exchange, the acquiring
            corporation or (iii) in the case of a division or a sale or other
            disposition of assets, each surviving, resulting or acquiring
            corporation which, immediately following the transaction, holds more
            than 20% of the consolidated assets of the Company immediately prior
            to the transaction;

provided, however that (A) if securities beneficially owned by Executive are
included in determining the Beneficial Ownership of a Person referred to in
Section (i), (B) if Executive is named pursuant to Item 2 of the Schedule 14D-1
(or any similar successor filing requirement) required to be filed by the bidder
making a Tender Offer referred to in Section (ii) or (C) if Executive is a
"participant" as defined in Instruction 3 to Item 4 of Schedule 14A under the
1934 Act in a solicitation referred to in Section (iii) then no Change of
Control with respect to Executive shall be deemed to have occurred by reason of
any such event.

      For the purposes of Section 1(g), the following terms shall have the
following meanings:

            (i) The term "Person" shall be used as that term is used in Section
            13(d) and 14(d) of the 1934 Act as in effect on the Effective Date
            hereof.

            (ii) "Beneficial Ownership" shall be determined as provided in Rule
            13d-3 under the 1934 Act as in effect on the Effective Date hereof.

            (iii) A specified percentage of "Voting Power" of a company shall
            mean such number of the Voting Shares as shall enable the holders
            thereof to cast such percentage of all the votes which could be cast
            in an annual election of directors (without consideration of the
            rights of any class of stock, other than the common stock of the
            company, to elect directors by a separate class vote); and "Voting
            Shares" shall mean all securities of a company entitling the holders
            thereof to vote in an annual election of directors (without
            consideration of the rights of any class of stock, other than the
            common stock of the company, to elect directors by a separate class
            vote).

            (iv) "Tender Offer" shall mean a tender offer or exchange offer to
            acquire securities of the Company (other than such an offer made by
            the Company or any subsidiary), whether or not such offer is
            approved or opposed by the Board.

                                      -3-



            (v) "Continuing Directors" shall mean a director of the Company who
            either (x) was a director of the Company on the date hereof or (y)
            is an individual whose election, or nomination for election, as a
            director of the Company was approved by a vote of at least
            two-thirds of the directors then still in office who were Continuing
            Directors (other than an individual whose initial assumption of
            office is in connection with an actual or threatened election
            contest relating to the election of directors of the Company which
            would be subject to Rule 14a-11 under the 1934 Act, or any successor
            Rule).

(h) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(i) "Effective Date of Termination" shall mean the date on which the Executive's
employment terminates in a circumstance in which Section 2.1 provides for
Severance Benefits (as defined in Section 2.1).

(j) "Good Reason" shall mean, without the Executive's express written consent,
the occurrence of any one or more of the following:

      (1) A material diminution of the Executive's authorities, duties,
responsibilities, or status (including offices, titles, or reporting
relationships) as an employee of the Company from those in effect as of one
hundred eighty (180) days prior to the Change in Control or as of the date of
execution of this Agreement if a Change in Control occurs within one hundred
eighty (180) days of the execution of this Agreement (the "Reference Date") or
the assignment to the Executive of duties or responsibilities inconsistent with
his position as of the Reference Date, other than an insubstantial and
inadvertent act that is remedied by the Company promptly after receipt of notice
thereof given by the Executive, and other than any such alteration which is
consented to by the Executive in writing;

      (2) The Company's requiring the Executive to be based at a location in
excess of thirty-five (35) miles from the location of the Executive's principal
job location or office immediately prior to the Change in Control, except for
required travel on the Company's business to an extent substantially consistent
with the Executive's present business obligations;

      (3) A reduction in the Executive's annual salary or any material reduction
by the Company of the Executive's other compensation or benefits from that in
effect on the Reference Date or on the date of the Change in Control, whichever
is greater;

      (4) The failure of the Company to obtain an agreement satisfactory to the
Executive from any successor to the Company to assume and agree to perform the
Company's obligations under this Agreement, as contemplated in Article 5 herein;
and

      (5) Any purported termination by the Company of the Executive's employment
that is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 2.6 below, and for purposes of this Agreement, no such
purported termination shall be effective.



                                       -4-



The Executive's right to terminate employment for Good Reason shall not be
affected by the Executive's (A) incapacity due to physical or mental illness or
(B) continued employment following the occurrence of any event constituting Good
Reason herein.

(k) "PSP" means the Company's Performance Share Program as it exists on the date
hereof and as it may be, amended, supplemented, or modified from time to time or
any successor plan.

(l) "RSAP" means the Company's Restricted Stock Award Program as it exists on
the date hereof and as it may be, amended, supplemented or modified from time to
time or any successor plan.

(m)   "Severance Compensation" means two times Base Compensation.


                         Article II. Severance Benefits

      2.1 Right to Severance Benefits. The Executive shall be entitled to
receive from the Company severance benefits described in Section 2.2 below
(collectively, the "Severance Benefits") if a Change in Control shall occur and
within twenty-four (24) months after the Change in Control either of the
following shall occur:

      (a)   an involuntary termination of the Executive's employment with the
            Company without Cause; or

      (b)   a voluntary termination of the Executive's employment with the
            Company for Good Reason.

      2.2 Severance Benefits. In the event that the Executive becomes entitled
to receive Severance Benefits, as provided in Section 2.1, the Company shall
provide the Executive with total Severance Benefits as follows (but subject to
Sections 2.5 and 2.6):

      (a)   The Executive shall receive a single lump sum cash Severance
            Compensation payment within thirty (30) days of the Effective Date
            of Termination.

      (b)   The Executive shall receive the Accrued Obligations.

      (c)   The Executive shall receive as AIP for the year in which occurs the
            Effective Date of Termination a lump sum cash payment paid within
            thirty (30) days of the Effective Date of Termination equal to that
            which would have been paid if corporate and personal performance had
            achieved 120% of target objectives established for the annual period
            in which the Change in Control occurred, multiplied by a fraction,
            the numerator of which is the number of days elapsed in the current
            fiscal period to the Effective Date of Termination, and the
            denominator of which is 365.



                                      -5-


      (d)   If the Executive participates in the PSP, the Executive shall
            receive a lump sum payment paid within thirty (30) days of the
            Effective Date of Termination (in accordance with the then current
            PSP; provided that any portion of the PSP award which would have
            been paid in stock under the PSP is to be paid in cash based on the
            current market value of the stock) which payment will be determined
            based upon actual performance for the number of full years of
            completed then current PSP measurement period(s) at the time of the
            Effective Date of Termination and for years not yet completed in the
            then current PSP measurement period(s) Executive will be assumed to
            have met all applicable goals at 120% of performance.

      (e)   All welfare benefits, including medical, dental, vision, life and
            disability benefits pursuant to plans under which the Executive
            and/or the Executive's family is eligible to receive benefits and/or
            coverage shall be continued for a period of twenty-four (24) months
            after the Effective Date of Termination. Such benefits shall be
            provided to the Executive at no less than the same coverage level as
            in effect as of the date of the Change in Control. The Company shall
            pay the full cost of such continued benefits, except that the
            Executive shall bear any portion of such cost as was required to be
            borne by key executives of the Company generally at the date of the
            Change in Control. Notwithstanding the foregoing, the benefits
            described in this Section 2.2(e) may be discontinued prior to the
            end of the periods provided in this Section to the extent, but only
            to the extent, that the Executive receives substantially similar
            benefits from a subsequent employer. In the event any insurance
            carrier shall refuse to provide coverage to a former employee, the
            Company shall secure comparable coverage or may self-insure the
            benefits if it pays such benefits together with a payment to the
            Executive equal to the federal income tax consequences of payments
            to a former highly compensated employee from a discriminatory
            self-insured plan.

      (f)   The Executive shall be entitled to reimbursement for actual payments
            made for professional outplacement services or job search not to
            exceed $15,000 in the aggregate.

      (g)   In determining the Executive's pension benefit following entitlement
            to a Severance Benefit, the Executive shall be deemed to have
            satisfied the age and service requirements for full vesting under
            the Company's qualified (within applicable legal parameters),
            non-qualified and supplemental pension plans as of the Effective
            Date of Termination such that the Executive shall be entitled to
            receive the full accrued benefit under all such plans in effect as
            of the date of the Change in Control, without any actuarial
            reduction for early payment.

      2.3. Stock Options. All Company stock options previously granted to the
Executive shall be fully vested and exercisable immediately upon a Change in
Control. Such options shall



                                      -6-


be exercisable for the remainder of the term established by the Company's stock
option plan as if the options had vested in accordance with the normal vesting
schedule and the Executive had remained an employee of the Company. Company
stock acquired pursuant to any such exercise may be sold by the Executive free
of any Company restrictions, whatsoever (other than those imposed by federal and
state securities laws).

      2.4. RSAP. In the event of entitlement to a Severance Benefit, all
forfeiture restrictions on all Company issued to the Executive under the
Company's RSAP shall lapse and all shares of restricted stock shall vest. All of
the foregoing shares may be sold by the Executive free of any Company
restrictions whatsoever (other than those imposed by federal and state
securities laws).

      2.5. Termination for any Other Reason. If the Executive's employment with
the Company is terminated under any circumstances other than those set forth in
Section 2.1, including without limitation by reason of retirement, death,
disability, discharge for Cause or resignation without Good Reason, or any
termination, for any reason, that occurs prior to a Change in Control (other
than as provided below) or after twenty-four (24) months following a Change in
Control, the Executive shall have no right to receive the Severance Benefits
under this Agreement or to receive any payments in respect of this Agreement. In
such event Executive's benefits, if any, in respect of such termination shall be
determined in accordance with the Company's retirement, survivor's benefits,
insurance, and other applicable plans, programs, policies and practices then in
effect. Notwithstanding anything in this Agreement to the contrary, if the
Executive's employment with the Company is terminated at any time from three (3)
to eight (8) months prior to the date on which a Change in Control occurs either
(i) by the Company other than for Cause or (ii) by the Executive for Good
Reason, and it is reasonably demonstrated that termination of employment (a) was
at the request of an unrelated third party who has taken steps reasonably
calculated to effect a Change in Control, or (b) otherwise arose in connection
with or in anticipation of the Change in Control, then for all purposes of this
Agreement the termination shall be deemed to have occurred as if immediately
following a Change in Control for Good Reason and the Executive shall be
entitled to Severance Benefits as provided in Section 2.2 hereof.
Notwithstanding anything in this Agreement to the contrary, if the Executive's
employment with the Company is terminated at any time within three (3) months
prior to the date on which a Change in Control occurs either (i) by the Company
other than for Cause or (ii) by the Executive for Good Reason, such termination
shall conclusively be deemed to have occurred as if immediately following a
Change in Control for Good Reason and the Executive shall be entitled to
Severance Benefits as provided in Section 2.2. hereof.

      2.6. Notice of Termination. Any termination by the Company for Cause or by
the Executive for Good Reason shall be communicated by Notice of Termination to
the other party. For purposes of this Agreement, a "Notice of Termination" shall
mean a written notice which shall indicate the specific termination provision in
this Agreement relied upon, and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.

      2.7. Withholding of Taxes. The Company shall withhold from any amounts
payable under this Agreement all Federal, state, local, or other taxes that are
legally required to be withheld.




                                      -7-







      2.8. Certain Additional Payments by the Company.

            (a)   Notwithstanding anything in this Agreement to the contrary, in
                  the event it shall be determined that any economic benefit or
                  payment or distribution by the Company to or for the benefit
                  of the Executive, whether paid or payable or distributed or
                  distributable pursuant to the terms of this Agreement or
                  otherwise (a "Payment"), would be subject to the excise tax
                  imposed by Section 4999 of the Code or any interest or
                  penalties with respect to such excise tax (such excise tax,
                  together with any such interest and penalties, are hereinafter
                  collectively referred to as the "Excise Tax"), then the
                  Executive shall be entitled to receive an additional payment
                  (a "Gross-Up-Payment") in an amount such that after payment by
                  the Executive of all taxes (including any interest or
                  penalties imposed with respect to such taxes), including any
                  Excise Tax imposed upon the Gross-Up Payment, the Executive
                  retains an amount of the Gross-Up Payment equal to the Excise
                  Tax imposed upon the Payments.

            (b)   Subject to the provisions of Section 2.8(c), all
                  determinations required to be made under this Section 2.8,
                  including whether a Gross-Up Payment is required and the
                  amount of such Gross-Up Payment, shall be made by the
                  Company's regular outside independent public accounting firm
                  (the "Accounting Firm") which shall provide detailed
                  supporting calculations both to the Company and the Executive
                  within fifteen (15) business days of the Effective Date of
                  Termination, if applicable, or such earlier time as is
                  requested by the Company . The initial Gross-Up Payment, if
                  any, as determined pursuant to this Section 2.8(b), shall be
                  paid to the Executive within five (5) days of the receipt of
                  the Accounting Firm's determination. If the Accounting Firm
                  determines that no Excise Tax is payable by the Executive, it
                  shall furnish the Executive with an opinion that he or she has
                  substantial authority not to report any Excise Tax or excess
                  parachute payments on his or her federal income tax return.
                  Any determination by the Accounting Firm shall be binding upon
                  the Company and the Executive. As a result of the uncertainty
                  in the application of Section 4999 of the Code at the time of
                  the initial determination by the Accounting Firm hereunder, it
                  is possible that Gross-Up Payments which will not have been
                  made by the Company should have been made ("Underpayment"),
                  consistent with the calculations required to be made
                  hereunder. In the event that the Company exhausts its remedies
                  pursuant to Section 2.8(c) and the Executive thereafter is
                  required to make a payment of any Excise Tax, the Accounting
                  Firm shall determine the amount of the Underpayment that has
                  occurred and any such Underpayment shall be promptly paid by
                  the Company to or for the benefit of the Executive.



                                      -8-


            (c)   The Executive shall notify the Company in writing of any claim
                  by the Internal Revenue Service that, if successful, would
                  require the payment by the Company of the Gross-Up Payment.
                  Such notification shall be given as soon as practicable but no
                  later than ten (10) business days after the later of either
                  (i) the date the Executive has actual knowledge of such claim,
                  or (ii) ten (10) days after the Internal Revenue Service
                  issues to the Executive either a written report proposing
                  imposition of the Excise Tax or a statutory notice of
                  deficiency with respect thereto, and shall apprise the Company
                  of the nature of such claim and the date on which such claim
                  is requested to be paid. The Executive shall not pay such
                  claim prior to the expiration of the thirty-day period
                  following the date on which he gives such notice to the
                  Company (or such shorter period ending on the date that any
                  payment of taxes with respect to such claim is due). If the
                  Company notifies the Executive in writing prior to the
                  expiration of such period that the Company desires to contest
                  such claim, the Executive shall: (i) give the Company any
                  information reasonably requested by the Company relating to
                  such claim, (ii) take such action in connection with
                  contesting such claim as the Company shall reasonably request
                  in writing from time to time, including, without limitation,
                  accepting legal representation with respect to such claim by
                  an attorney reasonably selected by the Company, (iii)
                  cooperate with the Company in good faith in order effectively
                  to contest such claim, (iv) permit the Company to participate
                  in any proceedings relating to such claim; provided, however,
                  that the Company shall bear and pay directly all costs and
                  expenses (including additional interest and penalties)
                  incurred in connection with such contest and shall indemnify
                  and hold the Executive harmless, on an after-tax basis, for
                  any Excise Tax or income tax, including interest and penalties
                  with respect thereto, imposed as a result of such
                  representation and payment of costs and expenses. Without
                  limitation of the foregoing provisions of this Section 2.8(c),
                  the Company shall control all proceedings taken in connection
                  with such contest and, at its sole option, may pursue or
                  forego any and all administrative appeals, proceedings,
                  hearings and conferences with the taxing authority in respect
                  of such claim and may, at its sole option, either direct the
                  Executive to request or accede to a request for an extension
                  of the statute of limitations with respect only to the tax
                  claimed, or pay the tax claimed and sue for a refund or
                  contest the claim in any permissible manner, and the Executive
                  agrees to prosecute such contest to a determination before any
                  administrative tribunal, in a court of initial jurisdiction
                  and in one or more appellate courts, as the Company shall
                  determine; provided, however, that if the Company directs the
                  Executive to pay such claim and sue for a refund, the Company
                  shall advance the amount of such payment to the Executive, on
                  an interest-free basis and shall indemnify and hold the
                  Executive harmless, on an after-tax basis, from any Excise Tax
                  or income tax, including interest or penalties with respect
                  thereto, imposed with respect to such advance or with respect
                  to any imputed income with respect to such advance; and
                  provided further





                                      -9-


                  that any extension of the statute of limitations requested or
                  acceded to by the Executive at the Company's request and
                  relating to payment of taxes for the taxable year of the
                  Executive with respect to which such contested amount is
                  claimed to be due is limited solely to such contested amount.
                  Furthermore, the Company's control of the contest shall be
                  limited to issues with respect to which a Gross-Up Payment
                  would be payable hereunder and the Executive shall be entitled
                  to settle or contest, as the case may be, any other issue
                  raised by the Internal Revenue Service or any other taxing
                  authority.

            (d)   If, after the receipt by the Executive of an amount advanced
                  by the Company pursuant to Section 2.8(c), the Executive
                  becomes entitled to receive any refund with respect to such
                  claim, the Executive shall (subject to the Company's complying
                  with the requirements of Section 2.8(c)) promptly pay to the
                  Company the amount of such refund (together with any interest
                  paid or credited thereon after taxes applicable thereto). If,
                  after the receipt by the Executive of an amount advanced by
                  the Company pursuant to Section 2.8(c), a determination is
                  made that the Executive shall not be entitled to any refund
                  with respect to such claim and the Company does not notify the
                  Executive in writing of its intent to contest such denial of
                  refund prior to the expiration of thirty (30) days after such
                  determination, then such advance shall be forgiven and shall
                  not be required to be repaid and the amount of such advance
                  shall offset, to the extent thereof, the amount of Gross-Up
                  Payment required to be paid.

            (e)   In the event that any state or municipality or subdivision
                  thereof shall subject any Payment to any special tax which
                  shall be in addition to the generally applicable income tax
                  imposed by such state, municipality, or subdivision with
                  respect to receipt of such Payment, the foregoing provisions
                  of this Section 2.8 shall apply, mutatis mutandis, with
                  respect to such special tax.


                  Article III. The Company's Payment Obligation

      3.1 Payment Obligations Absolute. Except as otherwise provided in the last
sentence of Section 2.2(e), the Company's obligation to make the payments and
the arrangements provided for in this Agreement shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right that the Company may have against the Executive or any other party. All
amounts payable by the Company under this Agreement shall be paid without notice
or demand. Each and every payment made hereunder by the Company shall be final,
and the Company shall not seek to recover all or any part of such payment from
the Executive or from whomsoever may be entitled thereto, for any reasons
whatsoever. Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall have no obligation to make any payment to the
Executive hereunder to the extent, but only to the extent, that such payment is
prohibited by the



                                      -10-


terms of any final order of a Federal or state court or regulatory agency of
competent jurisdiction; provided, however, that such an order shall not affect,
impair, or invalidate any provision of this Agreement not expressly subject to
such order.

      3.2 Contractual Rights to Payments and Benefits. This Agreement
establishes and vests in the Executive a contractual right to the payments and
benefits to which he or she is entitled hereunder. Nothing herein contained
shall require or be deemed to require, or prohibit or be deemed to prohibit, the
Company to segregate, earmark, or otherwise set aside any funds or other assets,
in trust or otherwise, to provide for any payments to be made or required
hereunder. The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Agreement, except to the extent
provided in the last sentence of Section 2.2(e).

                   Article IV . Enforcement and Legal Remedies

      4.1. Consent to Jurisdiction. Each of the parties hereto irrevocably
consents to personal jurisdiction in any action brought in connection with this
Agreement in the United States District Court for the Central District of
California or any California court of competent jurisdiction. The parties also
consent to venue in the above forums and to the convenience of the above forums.
Any suit brought to enforce the provisions of this Agreement must be brought in
the aforementioned forums.

      4.2 Cost of Enforcement. In the event that it shall be necessary or
desirable for the Executive to retain legal counsel in connection with the
enforcement of any or all of his or her rights to Severance Benefits under
Section 2.2 of this Agreement, and provided that the Executive substantially
prevails in the enforcement of such rights, the Company, as applicable, shall
pay (or the Executive shall be entitled to recover from the Company, as the case
may be) the Executive's reasonable attorneys' fees, costs and expenses in
connection with the enforcement of his or her rights.




                                      -11-






                      Article V. Binding Effect; Successors

      The rights of the parties hereunder shall inure to the benefit of their
respective successors, assigns, nominees, or other legal representatives. The
Company shall require any successor (whether direct or indirect, by purchase,
merger, reorganization, consolidation, acquisition of property or stock,
liquidation, or otherwise) to all or a significant portion of the assets of the
Company, as the case may be, by agreement in form and substance reasonably
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company, as the
case may be, would be required to perform if no such succession had taken place.
Regardless of whether such agreement is executed, this Agreement shall be
binding upon any successor in accordance with the operation of law and such
successor shall be deemed the "Company", as the case may be, for purposes of
this Agreement.

                          Article VI. Term of Agreement

      The term of this Agreement shall commence on the Effective Date and shall
continue in effect for three (3) full years (the "Term") unless further extended
as provided in this Article. The Term of this Agreement shall be automatically
and without action by either party extended for one additional calendar month on
the last business day of each calendar month so that at any given time there are
no fewer than 35 nor more than 36 months remaining unless one party gives
written notice to the other that it no longer wishes to extend the Term of this
Agreement, after which written notice, the Term shall not be further extended
except as may be provided in the following sentence. However, in the event a
Change in Control occurs during the Term, this Agreement will remain in effect
for the longer of: (i) thirty-six (36) months beyond the month in which such
Change in Control occurred; or (ii) until all obligations of the Company
hereunder have been fulfilled and all benefits required hereunder have been paid
to the Executive or other party entitled thereto.

                           Article VII. Miscellaneous

      7.1 Employment Status. Neither this Agreement nor any provision hereof
shall be deemed to create or confer upon the Executive any right to be retained
in the employ of the Company or any subsidiary or other affiliate thereof.

      7.2 Beneficiaries. The Executive may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any Severance
Benefits owing to the Executive under this Agreement. Such designation must be
in the form of a signed writing acceptable to the Board of Directors of the
Company. The Executive may make or change such designation at any time.

      7.3 Entire Agreement. This Agreement contains the entire understanding of
the Company and the Executive with respect to the subject matter hereof. Any
payments actually made under this Agreement in the event of the Executive's
termination of employment shall be in lieu of any severance benefits payable
under any severance plan, program, or policy of the Company to which the
Executive might otherwise be entitled.



                                      -12-


      7.4 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular, and the singular shall include the plural.

      7.5 Notices. All notices, requests, demands, and other communications
hereunder must be in writing and shall be deemed to have been duly given if
delivered by hand or mailed within the continental United States by first-class
certified mail, return receipt requested, postage prepaid, to the other party,
addressed as follows:

      (a)   If to the Company:

            Teledyne Technologies Incorporated
            12333 West Olympic Blvd.
            Los Angeles, California 90064
            Attn: Senior Vice President, General Counsel and Secretary

      (b) If to Executive, to him or her at the address set forth at the end of
this Agreement. Addresses may be changed by written notice sent to the other
party at the last recorded address of that party.

      7.6 Execution in Counterparts. The parties hereto in counterparts may
execute this Agreement, each of which shall be deemed to be original, but all
such counterparts shall constitute one and the same instrument, and all
signatures need not appear on any one counterpart.

      7.7. Severability. In the event any provision of this Agreement shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included. Further, the captions of this Agreement are for convenience of
reference and not part of the provisions hereof and shall have no force and
effect.

      7.8. Modification. No provision of this Agreement may be modified, waived,
or discharged unless such modification, waiver, or discharge is agreed to in
writing and signed by the Executive and on behalf of the Company.

      7.9. Applicable Law. To the extent not preempted by the laws of the United
States, the laws of the State of California, other than the conflict of law
provisions thereof, shall be the controlling laws in all matters relating to
this Agreement.





                                      -13-





      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

                           TELEDYNE TECHNOLOGIES INCORPORATED


                           By:  /s/ Robert Mehrabian
                              -------------------------------------
                           Name:     Robert Mehrabian
                           Title:    Chairman, President and Chief
                                     Executive Officer

                           EXECUTIVE

                                     /s/ Sue Main
                           ---------------------------------------
                           Name:     Sue L. Main
                           Address:  1476 Pathfinder Ave.
                                     Westlake Village, CA  91362







                                      -14-

EX-99.3

                                                                    EXHIBIT 99.3

                        RESTRICTED STOCK AWARD AGREEMENT
                               (Pro-Rated Version)
                                 March 29, 2004

            The parties to this Restricted Stock Award Agreement (this
"Agreement") are Teledyne Technologies Incorporated, a Delaware corporation (the
"Company"), and Sue Main (the "Executive").

                                   WITNESSETH:

            WHEREAS, the Company has adopted the Teledyne Technologies
Incorporated Restricted Stock Award Program (the "Program") for the benefit of
eligible employees of the Company and its subsidiaries;

            WHEREAS, the terms and conditions of the Program are set forth in
administrative rules (the "Rules") adopted by the Personnel and Compensation
Committee of the Board of Directors of the Company pursuant to the authority
reserved in Section 3.01 of the Teledyne Technologies Incorporated 2002 Stock
Incentive Plan (the "Plan");

            WHEREAS, the Executive has commenced employment with the Company on
March 29, 2004 (the "Employment Date");

            WHEREAS, the Executive has been designated as a participant under
the Program who is eligible to receive a restricted stock grant in the year 2004
on a pro-rated basis since Executive's employment has commenced three months
after commencement of the 36-month Performance Cycle (as defined in Paragraph
1.8(a)); and

            WHEREAS, to provide an incentive to the Executive to focus on
long-term Company performance, the Company desires to grant shares of the
Company's Common Stock to the Executive subject to certain transfer and
forfeiture restrictions set forth in this Agreement, as well as the provisions
of the Program, which shall lapse upon the third anniversary of the original
date of grant to select members of management, which was January 27, 2004 (the
"Date of Grant") and the attainment of certain Performance Goals (as defined in
Paragraph 1.8(b)) for the Performance Cycle (as defined in Paragraph 1.8(a));

            NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:

1.    RESTRICTED SHARES

      1.1   GRANT OF RESTRICTED SHARES.

            (a) As of the Employment Date, the Company grants to the Executive
3,225 shares of Common Stock (the "Restricted Shares"), subject to the
restrictions set forth in

Paragraph 1.2 of this Agreement, the terms and conditions of the Program and the
other terms and conditions contained in this Agreement. If and when the
restrictions set forth in Paragraph 1.2 expire in accordance with the terms of
this Agreement without forfeiture of the Restricted Shares, and upon the
satisfaction of all other applicable conditions as to the Restricted Shares,
such shares shall no longer be considered Restricted Shares for purposes of this
Agreement.

            (b) As soon as practicable after the Employment Date, the Company
shall direct that a stock certificate or certificates representing the
applicable Restricted Shares be registered in the name of and issued to the
Executive. Such certificate or certificates shall be held in the custody of the
Company or its designee until the expiration of the applicable Restricted Period
(as defined in Paragraph 1.3). On or before the date of execution of this
Agreement, the Executive has delivered to the Company one or more stock powers
endorsed in blank relating to the Restricted Shares.

            (c) Each certificate for the Restricted Shares shall bear the
following legend (the "Program Legend"):

            The ownership and transferability of this certificate and the shares
            of stock represented hereby are subject to the terms and conditions
            (including forfeiture) of the Restricted Stock Award Program under
            the Teledyne Technologies Incorporated 2002 Stock Incentive Plan and
            a Restricted Stock Award Agreement entered into between the
            registered owner and Teledyne Technologies Incorporated. Copies of
            such Program and Agreement are on file in the offices of Teledyne
            Technologies Incorporated, 12333 West Olympic Boulevard, Los
            Angeles, California 90064.

In addition, the stock certificate or certificates for the Restricted Shares
shall be subject to such stop-transfer orders and other restrictions as the
Company may deem advisable under the rules, regulations, and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed, and any applicable federal or state securities law,
and the Company may cause a legend or legends to be placed on such certificate
or certificates to make appropriate reference to such restrictions.

            (d) As soon as administratively practicable following the expiration
of the Restricted Period without a forfeiture of the Restricted Shares, and upon
the satisfaction of all other applicable conditions as to the Restricted Shares,
including, but not limited to, the payment by the Executive of all applicable
withholding taxes, the Company shall deliver or cause to be delivered to the
Executive a certificate or certificates for the applicable Restricted Shares
which shall not bear the Program Legend.

      1.2   RESTRICTIONS.

            (a) The Executive shall have all rights and privileges of a
stockholder as to the Restricted Shares, including the right to vote and receive
any dividends or other distributions with respect to the Restricted Shares,
except that the following restrictions shall apply:



                                     - 2 -

                  (i) the Executive shall not be entitled to delivery of the
            certificate or certificates for the Restricted Shares until the
            expiration of the Restricted Period without a forfeiture of the
            Restricted Shares and upon the satisfaction of all other applicable
            conditions;

                  (ii) none of the Restricted Shares may be sold, transferred,
            assigned, pledged or otherwise encumbered or disposed of during the
            Restricted Period (other than by will or the laws of descent and
            distribution), except pursuant to rules adopted by the Committee in
            accordance with the Program;

                  (iii) all shares of Common Stock distributed as a dividend or
            distribution, if any, with respect to the Restricted Shares prior to
            the expiration of the Restricted Period shall be delivered to and
            held by the Company and subject to the same restrictions as the
            Restricted Shares until the termination of the Restricted Period;
            and

                  (iv) all of the Restricted Shares shall be forfeited and
            returned to the Company and all rights of the Executive with respect
            to the Restricted Shares shall terminate in their entirety on the
            terms and conditions set forth in Paragraph 1.4.

            (b) Any attempt to dispose of Restricted Shares or any interest in
the Restricted Shares in a manner contrary to the restrictions set forth in this
Agreement shall be null, void and ineffective.

      1.3 RESTRICTED PERIOD AND LAPSE OF RESTRICTIONS. Subject to the provisions
contained in Paragraphs 1.4, 1.6 and 1.7, the restrictions set forth in
Paragraph 1.2 shall apply for a period (the "Restricted Period") beginning on
the Employment Date and ending on the third anniversary of the Date of Grant;
provided, however, that, subject to the Committee's discretion under Paragraph
1.7, in no event shall the Restricted Period expire prior to the date that the
Committee makes its determinations with respect to the Company's attainment of
the applicable Performance Goals as described in Paragraph 1.4(a).

      1.4 FORFEITURE.

            (a) If, during the Restricted Period, the Restricted Shares have not
been forfeited under Paragraph 1.4(b) as of the end of the Performance Cycle (as
defined in Paragraph 1.8(b)), Restricted Shares shall be forfeited, on a
proportionate basis as determined by the Committee and as provided below, to
extent the Company's aggregate return to shareholders for the Performance Cycle,
as measured by the Company's Common Stock price, is less than 100% of the
performance of the Russell 2000 Index for the Performance Cycle; provided,
however, that all of the Restricted Shares shall be forfeited if the Committee
determines that the Company's aggregate return to shareholders for the
Performance Cycle, as measured by the Company's Common Stock price, is not at
least 35% of the performance of the Russell 2000 Index for the Performance
Cycle. If the Committee determines that the Company's aggregate return to


                                     - 3 -

shareholders for the Performance Cycle is at least 35% of the performance of the
Russell 2000 Index for the Performance Cycle, a portion of the Restricted Shares
shall be forfeited that is equal to (i) the aggregate number of Restricted
Shares reduced by (ii) the quotient of the aggregate number of Restricted Shares
multiplied by the TDY Stock Price-Russell 2000 Percentage (as defined in
Paragraph 1.8(c)) (but not more than 100%) (any fractional share resulting from
this clause (ii) calculation shall be rounded up to the next whole share).
Except as provided in Paragraph 1.4(c), any Restricted Shares which are not
forfeited under this Paragraph 1.4(a) shall continue to be subject to the
restrictions set forth in Paragraph 1.2 for the remainder of the Restricted
Period.

            (b) Subject to Section 6.02(e) of the Rules, if during the
applicable Restricted Period (i) the Executive's employment with the Company and
its subsidiaries terminates for any reason except as otherwise provided in
Paragraph 1.4(c), (ii) there occurs a material breach of this Agreement by the
Executive or (iii) the Executive fails to meet the tax withholding obligations
described in Paragraph 1.5(b), all rights of the Executive to the Restricted
Shares shall terminate immediately and be forfeited in their entirety.

            (c) If, during the Restricted Period, the Executive's employment
terminates due to his or her death, disability (as determined in the sole
discretion of the Committee) or retirement pursuant to the retirement policy of
the Company or its applicable subsidiaries prior to the expiration of the
Performance Cycle, the Executive (or the Executive's beneficiaries) shall
continue to hold the Restricted Shares through the expiration of the Performance
Cycle. At that time, the restrictions shall lapse with respect to a portion of
the Restricted Shares equal to (i) the number of Restricted Shares that would
not be subject to forfeiture under Paragraph 1.4(a) had the Executive remained
employed by the Company through the end of the Performance Cycle multiplied by
(ii) a fraction, the numerator of which is the number of full months during
which the Executive was employed by the Company from the beginning of the
Performance Cycle until the date of the Executive's termination of employment
and the denominator of which is the total number of months in the Performance
Cycle minus the total number of months between the beginning of the Performance
Cycle and the Employment Date (any fractional share resulting from this
calculation shall be rounded up to the next whole share). Any remaining
Restricted Shares shall be forfeited as of the end of the Performance Cycle. If
all of the Restricted Shares would have been forfeited under Paragraph 1.4(a),
then all of the Restricted Shares shall be forfeited under this Paragraph 1.4(c)
as of the end of the Performance Cycle.

            (d) In the event of any forfeiture under this Paragraph 1.4, the
certificate or certificates representing the forfeited Restricted Shares shall
be cancelled to the extent of any Restricted Shares that were forfeited.

      1.5 WITHHOLDING.

            (a) The Committee shall determine the amount of any withholding or
other tax required by law to be withheld or paid by the Company with respect to
any income recognized by the Executive with respect to the Restricted Shares.



                                     - 4 -

            (b) If the Executive timely files an election under Section 83(b) of
the Internal Revenue Code and in accordance with Treasury Regulation Section
1.83-2 with respect to the Restricted Shares, the Executive shall meet the
applicable tax withholding obligation by paying the appropriate amount in cash
to the Company. If the Executive fails to meet this tax withholding obligation
to the satisfaction of the Company on or before the date the Executive files his
or her election under Section 83(b), all rights of the Executive to the
Restricted Shares shall forthwith terminate and be forfeited in their entirety.

            (c) If the Executive does not file an election under Section 83(b)
of the Internal Revenue Code with respect to the Restricted Shares, the
Executive shall meet the applicable tax withholding obligation by paying the
appropriate amount in cash to the Company or, with the approval of the
Committee, by either (i) having the Company retain a number of Restricted Shares
having a Fair Market Value (as defined below) as of the date of such retention,
or (ii) delivering to the Company a number of previously acquired shares of
Common Stock (other than shares of Common Stock credited to the Executive's
account under a Company sponsored defined contribution plan or shares of Common
Stock subject to outstanding, but unexercised stock options) having a Fair
Market Value determined as of the business day preceding the date of delivery to
the Company, equal to the amount of such withholding obligation. If the
Executive fails to meet this tax withholding obligation to the satisfaction of
the Company on or before the date of the taxable event that gives rise to the
withholding obligation, the withholding obligation shall be met as described in
clause (i) above. For purposes of this Paragraph 1.5(c), "Fair Market Value"
means the average of the composite high and low quoted sales prices of a share
of Common Stock, as reported on the Composite Tape for New York Stock Exchange
Listed Companies, over the 20 business days on which a sale was reported that
immediately precede the applicable date.

            (d) The Committee shall be authorized, in its sole discretion, to
establish such rules and procedures relating to the use of shares of Common
Stock to satisfy tax withholding obligations as it deems necessary or
appropriate to facilitate and promote the conformity of the Executive's
transactions under the Program with Rule 16b-3 under the Securities Exchange Act
of 1934, as amended, if such Rule is applicable to transactions by the
Executive.

      1.6 CHANGE IN CONTROL. Notwithstanding any provision of this Agreement to
the contrary, in the event of a Change in Control of the Company during the
Restricted Period, all of the Restricted Shares (not otherwise forfeited prior
to the Change in Control) shall vest and the applicable restrictions shall lapse
immediately.

      1.7 COMMITTEE'S DISCRETION. Notwithstanding any provision of this
Agreement to the contrary, the Committee shall have discretion under Section
6.02(e) of the Rules to adjust the Performance Cycle or waive the Restricted
Period or any other restrictions or conditions with respect to all or a portion
of the Restricted Shares at any time.

      1.8 DEFINED TERMS. Capitalized terms used but not defined in this
Agreement shall have the meanings set forth in the Program or the Plan, as the
case may be. Except as expressly elsewhere in this Agreement, for purposes of
this Agreement, the capitalized terms set forth below shall have the following
meanings:



                                     - 5 -

            (a) "Fair Market Value" for the purposes of Paragraph 1.8(e) of this
Agreement means, on any date, the average of the high and low quoted sales
prices of a share of Common Stock, as reported on the Composite Tape for the New
York Stock Exchange Listed Companies on such date or, if there were no sales on
such date, on the last date preceding such date on which a sale was reported.

            (b) "Performance Cycle" shall specifically refer to the period
commencing January 1, 2004 through December 31, 2006, including any adjustments
to such Cycle made by the Committee.

            (c) "Performance Goals" shall refer to the goal of the Company's
aggregate return to shareholders, as measured by its Common Stock price, being
equal to or exceeding the performance of the Russell 2000 Index during the
Performance Cycle.

            (d) "Russell 2000 Index Performance" means the quotient of (i) the
Russell 2000 Index at December 31, 2006 divided by (ii) the Russell 2000 Index
at January 1, 2004.

            (e) "TDY Stock Price Performance" shall the quotient of (i) the Fair
Market Value of a share of the Company's Common Stock at December 31, 2006
divided by (ii) the Fair Market Value of a share of the Company's Common Stock
at January 1, 2004.

            (f) "TDY Stock Price-Russell 2000 Index Percentage" shall mean the
quotient of (i) the TDY Stock Price Performance divided by (ii) the Russell 2000
Index Performance.

            2. REPRESENTATION OF THE EXECUTIVE

      The Executive hereby represents to the Company that the Executive has read
and fully understands the provisions of this Agreement and the Program and his
or her decision to participate in the Program is completely voluntary.

3.    NOTICES

            All notices or communications under this Agreement shall be in
writing, addressed as follows:

              To the Company:

              Teledyne Technologies Incorporated
              12333 West Olympic Boulevard
              Los Angeles, California  90064
              Attention:  Senior Vice President, General Counsel and Secretary

                                     - 6 -

              To the Executive:

              Sue Main
              1476 Pathfinder Avenue
              Westlake Village, CA 91362

Any such notice or communication shall be (a) delivered by hand (with written
confirmation of receipt) or sent by a nationally recognized overnight delivery
service (receipt requested) or (b) be sent certified or registered mail, return
receipt requested, postage prepaid, addressed as above (or to such other address
as such party may designate in writing from time to time), and the actual date
of receipt shall determine the time at which notice was given.

4.    ASSIGNMENT; BINDING AGREEMENT

            This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the assigns and successors of the
Company, but neither this Agreement nor any rights hereunder shall be assignable
or otherwise subject to hypothecation by the Executive.

5.    ENTIRE AGREEMENT; AMENDMENT; TERMINATION

            This Agreement represents the entire agreement of the parties with
respect to the subject matter hereof. The provisions of the Plan and the Rules
are incorporated in this Agreement in their entirety. In the event of any
conflict between the provisions of this Agreement and the Plan or the Rules, the
provisions of the Plan or the Rules, as the case may be, shall control. The
Agreement may be amended at any time by written agreement of the parties hereto;
provided, however, that the Committee shall have the authority to amend this
Agreement in any respect that it deems appropriate in its sole discretion.

6.    GOVERNING LAW

            This Agreement and its validity, interpretation, performance and
enforcement shall be governed by the laws of the State of Delaware other than
the conflict of laws provisions of such laws.

7.    SEVERABILITY

            If, for any reason, any provision of this Agreement is held to be
prohibited or invalid, such invalidity shall not affect any other provision of
this Agreement not held so invalid, but such provision shall be deemed amended
to accomplish the objectives of such provision as originally written to the
fullest extent permitted by law, and each such other provision shall to the full
extent consistent with law continue in full force and effect. If any provision
of this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such provision not held so invalid, and the rest of such
provision, together with all other provisions of this Agreement, shall to the
full extent consistent with law continue in full force and effect.



                                     - 7 -

8.    NO RIGHT TO CONTINUED EMPLOYMENT OR PARTICIPATION; EFFECT ON OTHER PLANS

            This Agreement shall not confer upon the Executive any right with
respect to continuance of employment by the Company or its subsidiaries or
continuance of participation under the Program, nor shall it interfere in any
way with the right of the Company and its subsidiaries to terminate the
Executive's employment at any time. Income realized by the Executive pursuant to
this Agreement shall not be included in the determination of benefits under any
benefit plan of the Company in which the Executive may be enrolled or for which
the Executive may become eligible unless otherwise specifically determined by
resolution of the Board. Participation in the Program during the Performance
Cycle or Restricted Period shall not entitle the Executive to participate in the
Program during any other Performance Cycle or Restricted Period.

9.    NO STRICT CONSTRUCTION

            No rule of strict construction shall be implied against the Company,
the Committee or any other person in the interpretation of any of the terms of
the Program, this Agreement or any rule or procedure established by the
Committee.

10.   USE OF THE WORD "EXECUTIVE"

            Wherever the word "Executive" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the executors, the administrators, or the person or persons to whom
the Restricted Shares may be transferred by will or the laws of descent and
distribution, the word "Executive" shall be deemed to include such person or
persons.



                                     - 8 -

11.   FURTHER ASSURANCES

            The Executive agrees, upon demand of the Company or the Committee,
to do all acts and execute, deliver and perform all additional documents,
instruments and agreements (including, without limitation, stock powers with
respect to shares of Common Stock issued as a dividend or distribution on
Restricted Shares) which may be reasonably required by the Company or the
Committee, as the case may be, to implement the provisions and purposes of this
Agreement and the Program.

            IN WITNESS WHEREOF, the parties have duly executed this Agreement,
as of the day and year first above written.

                                     TELEDYNE TECHNOLOGIES INCORPORATED

                                              /s/ Robert Mehrabian
                                     By:----------------------------------------

                                     Title: Chairman, President and Chief
                                            Executive Officer

                                     EXECUTIVE

                                                  /s/ Sue Main
                                     -------------------------------------------
                                     Sue Main

                                     Vice President and Controller


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