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                                                                    Exhibit 10.1


                                 AMENDMENT NO. 4
                                       TO
                       TELEDYNE TECHNOLOGIES INCORPORATED
               1999 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN

                         Effective as of January 1, 2004

Preamble: The purpose of this amendment is to permit Meeting Fees under the
Teledyne Technologies Incorporated 1999 Non-Employee Director Stock Compensation
Plan, as amended (the "Plan"), to be subject to deferral under the TDY Deferred
Compensation Plan.

Effective with the Compensation Year beginning January 1, 2004, the Teledyne
Technologies Incorporated 1999 Non-Employee Director Stock Compensation Plan, as
amended (the "Plan") is hereby amended as follows:

      1.    Section 4.5(a) of the Plan is hereby amended to read in its entirety
            as follows:

      (a) General. A Non-Employee Director may elect to have all fees paid by
      the Company to a Non-Employee Director for attending meetings of the Board
      or Committees of the Board during a Compensation Year ("Meeting Fees")
      either one hundred percent (100%) (i) in cash, (ii) in the form of Common
      Stock, (iii) in the form of Stock Options, or (iv) deferred under and in
      accordance with the TDY Deferred Compensation Plan. If a Non-Employee
      Director has not made an election pursuant to Section 4.5(b) below,
      Meeting Fees shall be paid in cash.

      2.    Section 4.5(b) of the Plan is hereby amended to read in its entirety
            as follows:

      (b) Notice. A Non-Employee Director may file with the Secretary of the
      Company or other designee of the Board prior to commencement of a
      Compensation Year written notice making an election to receive any and all
      Meeting Fees for a Compensation Year either one hundred percent (100%) (i)
      in cash, (ii) in the form of Common Stock, (iii) in the form of Stock
      Options, or (iv) deferred under and in accordance with the TDY Deferred
      Compensation Plan. Notwithstanding the foregoing, in the case of a new
      Non-Employee Director, elections to receive Common Stock or Stock Options
      or to defer under the TDY Deferred Compensation Plan must be made within
      30 days of the commencement of status as a Non-Employee Director for the
      applicable Compensation Year.

      3.    The last sentence of Section 4.6(a) is hereby deleted.

      4.    A new Section 4.7 is hereby added to the Plan to read in its
            entirety as follows:
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      4.7   Deferral of Meeting Fees

(a)  Permitted Deferral of Meeting Fees. Notwithstanding anything in Article IV
     or this Plan to the contrary, a Non-Employee Director may elect to defer
     one hundred percent (100%) of his or her Meeting Fees as of applicable
     Meeting Dates for any applicable Compensation Year.

(b)  Notice of Deferral. A Non-Employee Director may file with the Secretary of
     the Company or other designee of the Board prior to commencement of a
     Compensation Year written notice making an election to defer payment of one
     hundred percent (100%) of his or her Meeting Fees under and in accordance
     with the TDY Deferred Compensation Plan.

(c)  TDY Deferred Compensation Plan. Once the notice specified in Section 4.7(b)
     is timely filed to defer payment of Meeting Fees under the TDY Deferred
     Compensation Plan, such permitted elected deferrals of Meeting Fees shall
     be subject to the terms and conditions, including without limitation
     investment elections and distribution requirements, of the TDY Deferred
     Compensation Plan.

Capitalized terms used and not otherwise defined in this Amendment No. 4 have
the meanings ascribed to such terms in the Plan.


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