TELEDYNE TECHNOLOGIES INC
EXHIBIT 10.2
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<TYPE>EX-10.2
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<FILENAME>v94504exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                EXHIBIT 10.2

                                 AMENDMENT NO. 3
                                       TO
                       TELEDYNE TECHNOLOGIES INCORPORATED
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                         Effective as of January 1, 2004

Preamble: Under the Teledyne Technologies Incorporated 1999 Non-Employee
Director Stock Compensation Plan, as amended (the "Non-Employee Director Plan"),
each Non-Employee Director is permitted to defer his or her Annual Retainer Fees
under and in accordance with the Teledyne Technologies Incorporated Executive
Deferred Compensation Plan, as amended (the "Plan"). The Non-Employee Director
Plan is being amended to permit deferral of Meeting Fees under the Plan
beginning with the calendar year commencing January 1, 2004, and consequently,
it is necessary to simultaneously and separately amend this Plan. In addition,
by virtue of this amendment, effective beginning with the calendar year
commencing January 1, 2004, the Plan is being amended to permit a Non-Employee
Director to specify that all or a portion of his or her Annual Retainer Fees and
Meeting Fees deferred on or after January 1, 2004 be deemed invested in a Fund
mirroring an investment in Common Stock of the Company.

      1.    Article 11 of the Plan is hereby amended to add the following:

   11.3     Non-Employee Director Meeting Fees.

                  a.    Effective for Meeting Fees (as defined in the
                        Non-Employee Director Plan) payable on or after January
                        1, 2004, a Non-Employee Director shall be permitted to
                        defer one hundred percent (100%) of his or her Meeting
                        Fees for the then applicable calendar year under and in
                        accordance with the terms and conditions of the Plan.

                  b.    Effective as of January 1, 2004, the definition of
                        "Compensation" set forth in Section 11.1(c) of the Plan,
                        as applied to a Non-Employee Director, shall include
                        Meeting Fees.

   11.4     TDY Common Stock Phantom Fund.

            Notwithstanding anything in the Plan to the contrary, including
            Section 4.2 of the Plan, beginning with the calendar year commencing
            January 1, 2004, for Non-Employee Directors only, there shall be
            created a Fund, to be called the "TDY Common Stock Phantom Fund", in
            which a Non-Employee Director may specify that all or any portion of
            his or her Annual Retainer Fees and Meeting Fees deferred on or
            after January 1, 2004, designated in whole percentages, be deemed to
            be invested and which Fund shall mirror an investment in Common
            Stock of the Company; provided, however, that if and to the extent
            the Company pays dividends, such dividends shall not be deemed to be
            reinvested in Common Stock of the Company, but shall be deemed to be
            invested in the default Fund then selected by the Committee. Once a
            Non-Employee Director specifies that any of his or her Compensation
            for a calendar year shall be invested in the TDY Common Stock
            Phantom Fund, such Non-Employee Director may not change such
            allocations nor may such Non-Employee Director diversify out of, or
            roll other amounts into, the TDY Common Stock Phantom Fund. Payments
            from the TDY Common Stock Phantom Fund shall be in cash and not
            Common Stock of the Company.

      2.    Capitalized terms used and not otherwise defined in this Amendment
            No. 3 shall have the meanings ascribed to such terms in the Plan.


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