Related Party Transactions Policy(As approved by the Board of Directors on July 24, 2007)

A. Introduction.
Teledyne Technologies Incorporated (the “Company”) recognizes that Related PartyTransactions (as defined below) may raise questions among stockholders as to whether
those transactions are consistent with the best interests of the Company and its
stockholders. It is the Company's policy to enter into or ratify Related Party Transactions
only when the Board of Directors, acting through the Nominating and GovernanceCommittee (the “Committee”) or as otherwise described herein, determines that theRelated Party Transaction in question is in, or is not inconsistent with, the best interestsof the Company and its stockholders. Therefore, the Company has adopted theprocedures set forth below for the review, approval or ratification of Related PartyTransactions.
Under this policy, any “Related Party Transaction” shall be consummated or shallcontinue only if:
1.

the Committee approves or ratifies such transaction in accordance with theguidelines set forth in this policy; or2.

the Related Party Transaction is described below under the heading “PreApproved Related Party Transactions"; or3.

for a transaction in which the aggregate amount involved is expected to beless than $1 million in any fiscal year, the General Counsel of theCompany or the Chair of the Committee pre-approves or ratifies (asapplicable) such transaction; or4.

for a transaction in which the aggregate amount involved is expected to beequal to or greater than $1 million but less than $3 million in any fiscalyear, the Chair of the Committee pre-approves or ratifies (as applicable)
such transaction.

For these purposes, a "Related Party" is:1.

an executive officer (which shall include at a minimum each Section 16officer) or director of the Company;

2.

a stockholder that beneficially owns in excess of five percent of theCompany;

3.

a person who is an immediate family member of an executive officer ordirector. Immediate family member includes a person’s spouse, parents,stepparents, children, stepchildren, siblings, mothers- and fathers-in-law,1

sons-and daughters-in-law and brothers-and sisters-in law and anyone
residing in such person’s home (other than a tenant or employee); or
4.

an entity which is owned or controlled by someone listed in 1, 2 or 3above, or an entity in which someone listed in 1, 2 or 3 above has asubstantial ownership interest or control of such entity.

For these purposes, a "Related Party Transaction" is a transaction between the Company
and any Related Party (including any transactions requiring disclosure under Item 404 ofRegulation S-K under the Securities Exchange Act of 1934), in which (1) the aggregate
amount involved will or may be expected to exceed $120,000 in any calendar year, (2)the Company or a subsidiary of the Company is a party or participant and (3) a Related
Party has or will have a direct or indirect interest (other than solely as a result of being adirector or a less than 10% beneficial owner of another entity).
B. Nominating and Governance Committee Approval
The Board of Directors has determined that the Nominating and Governance Committeeof the Board is best suited to review and approve Related Party Transactions.
Accordingly, Committee shall review the material facts of all Related Party Transactions
that require the Committee’s approval and either approve or disapprove of the entry intothe Related Party Transaction, subject to the exceptions described below. If advanceCommittee approval of a Related Party Transaction is not feasible, then the Related Party
Transaction shall be considered and, if the Committee determines it to be appropriate,ratified at the Committee’s next regularly scheduled meeting. In determining whether toapprove or ratify a Related Party Transaction, the Committee may take into account,among other factors it deems appropriate, whether the Related Party Transaction involves
products or services of a nature, quantity or quality that are not readily available fromalternative sources, whether the Related Party Transaction is on an arm’s length basis onterms comparable to those provided to unrelated third parties or on terms comparable tothose provided to employees generally, and the extent of the Related Party’s interest in
the transaction.
No director shall participate in any discussion or approval of a Related Party Transaction
for which he or she is a Related Party, except that the director shall provide all material
information concerning the Related Party Transaction.
The General Counsel of the Company or the Chair of the Committee, as applicable, shallreport to the Committee any Related Party Transaction that he or she pre-approves orratifies.
C. Pre-Approved Related Party Transactions
The Committee has reviewed the transactions described below and determined that eachof them, to the extent they constitute Related Party Transactions, shall be deemed to bepre-approved or ratified by the Committee under the terms of this policy.

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1. Employment of executive officers: Any employment by the Company of an
executive officer and any compensation paid to an executive officer. TheCommittee believes that such transactions are properly reviewed and approved by
the Personnel and Compensation Committee pursuant to the guidelines in thePersonnel and Compensation Committee charter.
2. Director compensation. Any compensation paid to a director of the Company forservices as a director.
3. Certain transactions with other companies. Any transaction with anothercompany at which a Related Party’s only relationship is as an employee (otherthan an executive officer), director or beneficial owner of less than 10 percent ofthat company’s stock, and any transaction with another company at which aRelated Party is an executive officer or a beneficial owner of 10 percent or moreof that company’s stock if the aggregate amount involved in any fiscal year does
not exceed the greater of $1,000,000 or 2 percent of that company’s total annual
revenues.
4. Certain Company charitable contributions. Any charitable contribution, grant orendowment by the Company to a charitable organization, foundation or university
at which a Related Party’s only relationship is an employee or a director if theaggregate amount involved does not exceed the lesser of $100,000 or 2 percent of
the charitable organization’s total annual receipts.
5. Certain transactions with stockholders. Any transaction where the Related
Person’s interest arises solely from the ownership of the Company’s common
stock and all holders of the Company’s common stock received the same benefit
on a pro rata basis (e.g. dividends, stock repurchases, rights offerings).
D. Corporate Opportunity
The Board recognizes that situations exist where a significant opportunity may bepresented to management or a member of the Board of Directors as a result of the use of
corporate property, information or position and that may equally be available to theCompany, either directly or via referral. Before such opportunity may be consummatedby a Related Party (other than an otherwise unaffiliated 5% shareholder), suchopportunity shall be presented to the Board of Directors of the Company forconsideration.
E. Disclosure
All Related Party Transactions are to be disclosed in the Company’s applicable filings asrequired by the Securities Act of 1933 and the Securities Exchange Act of 1934 andrelated rules. Furthermore, all Related Party Transactions shall be disclosed to theCommittee and any material Related Party Transaction shall be disclosed to the full3Board of Directors. The material terms of this policy shall be disclosed in the Company’s
annual report on Form 10-K or in the Company’s proxy statement, as required byapplicable rules and regulations.

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