Teledyne Technologies Incorporated
Directors' Code of Business Conduct and Ethics(As amended and restated by the Board of Directors on December 17, 2013)
The Board of Directors (the "Board") of Teledyne Technologies Incorporated (the"Company") has adopted the following Code of Business Conduct and Ethics (the"Code") for directors of the Company. This Code is intended to provide guidance todirectors to help them recognize and deal with ethical issues, provide mechanisms toreport possible unethical conduct, and foster a culture of honesty and accountability. Eachdirector must comply not only with the terms, but also the intent, of this Code. Inaddition, each director must comply with Teledyne’s Global Code of Ethical BusinessConduct.
No code or policy can anticipate every situation that may arise. Directors are encouraged
to bring questions about particular circumstances that may implicate one or more of theprovisions of this Code to the attention of the Chair of the Nominating and GovernanceCommittee, who may consult with the Company legal department or outside legal
counsel as appropriate.

Conflicts of Interest
Each director must avoid any conflicts of interest between the director and the Company.
Any situation that involves, or may reasonably be expected to involve, a conflict ofinterest with the Company, should be disclosed promptly to the Chair of the Nominatingand Governance Committee or Senior Vice President, General Counsel and Secretary.
A "conflict of interest" can occur when a director's personal interest interferes in anyway—or even appears to interfere with—the interests of the Company as a whole. A
conflict situation can arise when a director takes actions or has interests that may make it
difficult to perform his Company work objectively and effectively. Conflicts of interest
also arise when a director, or an immediate family member of a director, receives
improper personal benefits as a result of his or her position as a director of the Company.
“Immediate family member” includes a director’s spouse, parents, stepparents, children,stepchildren, siblings, mothers- and fathers-in-law, sons-and daughters-in-law andbrothers-and sisters-in law and anyone residing in such person’s home (other than atenant or employee).
Corporate Opportunities
Directors shall comply with the procedures set forth in the Company’s Related Party
Transaction Policy prior to: (a) taking for themselves personally opportunities that arepresented to the director as a result of the use of corporate property, information orposition and (b) using the Company’s property, information or position for personal gain.

Confidentiality
Directors should maintain the confidentiality of information entrusted to them by theCompany and any other confidential information about the Company that comes to them,
except when and to the extent disclosure is authorized by the Company or legally
mandated. For purposes of this Code, "confidential information" includes all non-public
information that might be of use to competitors, or harmful to the Company or its
customers, if disclosed.
Fair Dealing
Directors shall endeavor to deal fairly, and oversee fair dealing by employees, officers
and other directors, with the Company's customers, suppliers, competitors andemployees. "Fair dealing" means the avoidance of unfair advantage throughmanipulation, concealment, abuse of privileged information, misrepresentation ofmaterial facts, or any other unfair dealing practice. This Code provision will have noeffect on existing legal rights and obligations of the Company and its employees,including "at will" employment arrangements.
Protection and Proper Use of the Company’s Assets
Directors should oversee the protection of Company assets and their efficient use.
Directors should recognize that theft, carelessness and waste may have a direct impact on
the Company’s profitability. Company assets should be used only for business purposes.
Compliance with Laws, Rules and Regulations
Directors shall comply, and oversee compliance by employees, officers and otherdirectors, with laws, rules and regulations applicable to the Company, including insider
trading laws. Transactions in Company securities are governed by the Company's insider
trading policy.
Encouraging the Reporting of Any Possible Illegal or Unethical Behavior
Directors should take steps to ensure that the Company (a) promotes ethical behavior; (b)encourages employees to talk to supervisors, managers and other appropriate personnel
when in doubt about the best course of action in a particular situation; (c) encourages
employees to report violations of laws, rules, regulations or the Company's Global Codeof Ethical Business Conduct to appropriate personnel; and (d) informs employees thatthe Company will not allow retaliation for reports made in good faith.
Compliance Procedures
Directors should communicate any suspected violations of this Code promptly to theSenior Vice President, General Counsel and Secretary, or the Vice President and Chief
Compliance Officer of the Company or the Chair of the Nominating and GovernanceCommittee. Violations will be investigated by the Nominating and GovernanceCommittee or by a person or persons designated by the Nominating and GovernanceCommittee, and appropriate action will be taken in the event of any violations of theCode. Any waiver of this Code may be made only by the disinterested members of theBoard or the Nominating and Governance Committee and any such waiver must be
promptly disclosed to the Company’s stockholders.