Final
TELEDYNE TECHNOLOGIES INCORPORATEDNOMINATING AND GOVERNANCE COMMITTEE CHARTER(As amended and restated on December 18, 2018, and effective as of January 1, 2019)
The Board of Directors shall appoint annually the Nominating and GovernanceCommittee (the “Committee”) and appoint its Chairman. The Committee shall have thepurpose, responsibilities and functions described below. Members of the Committee
shall serve at the will of the Board of Directors.
Composition
The Committee shall be comprised of not less than three directors, each of whomshall meet the independence requirements of the New York Stock Exchange (the“NYSE”).
Purpose, Responsibilities and Functions
The purpose, responsibilities and functions of the Committee shall be to:1.

Identify individuals qualified to become members of the Board ofDirectors and to make recommendations to the Board of Directors withrespect to candidates for nomination for election at the next annual
meeting of stockholders or filling vacancies or at such other times whencandidates surface or are proposed and, in connection therewith, review
and evaluate nominees submitted by stockholders of the Corporation inaccordance with the Corporation’s Restated Certificate of Incorporation,
Bylaws and Corporate Governance Guidelines.

2.

Develop and recommend to the Board of Directors corporate governanceguidelines applicable to the Corporation.

3.

Determine and make recommendations to the Board of Directors withrespect to the criteria to be used for selecting new members of the Boardof Directors.

4.

Oversee the annual process of evaluation of the performance of theCorporation’s Board of Directors and committees.

5.

Make recommendations to the Board of Directors concerning themembership of committees of the Board and the chairpersons of therespective committees.

6.

Make recommendations to the Board of Directors with respect to theremuneration paid and benefits provided to members of the Board inconnection with their service on the Board or on its committees.

7.

Administer the Corporation’s formal compensation programs for directors,
including the Non-Employee Director Stock Compensation Plan.

8.

Make recommendations to the Board of Directors concerning the size,composition, organization and operations of the Board of Directors and its
committees, including the orientation of new members and the flow ofinformation.

9.

Evaluate Board and committee tenure policies as well as policies covering
the retirement or resignation of incumbent directors.

10.

Assist management in the preparation of the disclosure in the Company’s
annual proxy statement regarding the operations of the Committee inaccordance with the applicable rules and regulations of the Securities andExchange Commission.

11.

Review and evaluate the Corporation’s policies and practices and monitor
the Corporation’s efforts in areas of legal and social responsibility,
diversity and sustainability, and when appropriate report and makerecommendations to the Board of Directors with respect to such policies
and procedures and efforts.

12.

Identify and report to the Board of Directors, as appropriate, current andemerging trends with respect to political, social, diversity, sustainability,and public policy issues that may affect the business operations,performance or public image of the Corporation.

13.

Perform any other duties or responsibilities expressly delegated to theCommittee by the Board of Directors from time to time relating to thenomination of Board and committee members and other corporate
governance matters.

14.

Review, evaluate and respond to proposals of stockholders intended to bepresented at any meeting of the Corporation’s stockholders.

15.

Recommend to the Board of Directors whether to accept or reject adirector resignation, or take other action, where a director fails to receive amajority vote as specified under the Corporation’s Amended and Restated
Bylaws and Corporate Governance Guidelines.

Meetings; Review Procedures

2(a)The Committee shall hold at least two meetings each year and others as
determined by the Committee or by its chairperson.
(b) The Committee shall perform its functions, to the extent it deems
appropriate, in consultation with the Chairman of the Board and other members of theBoard of Directors.
(c)
The Committee shall have the authority to develop, recommend to theBoard of Directors and implement a process for a periodic review and evaluation of theoverall performance of the Board, its committees and members.
(d)
The Committee shall from time to time review the compensation policies
for directors and Board committee members and report to the Board of Directors
concerning the results of its evaluation.
(e)
The Committee shall monitor developments generally regarding corporate
governance and keep the Board of Directors apprised of developments it deems relevantto the Corporation.
(f)
The Committee shall review and reassess the adequacy of theCorporation’s corporate governance guidelines annually and recommend any proposedchanges to the Board for approval.
(g)
A report of all Committee meetings will be made to the Board of Directors
at the next meeting of the Board of Directors.
(h)appropriate.

The Committee may form and delegate authority to subcommittees when(i)
The Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board of Directors for approval.
(j)
The Committee shall annually review its own performance in accordancewith the requirements of the NYSE and report to the Board of Directors in such manneras the Committee deems appropriate.
(k)
The Committee shall have the sole authority to retain and terminate any
search firm to be used to identify director candidates and shall have sole authority toapprove the search firm’s fees and other retention terms.
(l)
The Committee shall have the authority to retain and terminate any
consultant to be used to assist in the evaluation of director compensation and shall haveauthority to approve the consultant’s fees and other retention terms.
The Committee shall have the authority and resources to obtain advice andassistance from internal or external legal, accounting or other advisors.
(m)3