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                                                                  EXHIBIT 10.12


Definitive Copy


                                 AMENDMENT NO. 1
                                       TO
                       TELEDYNE TECHNOLOGIES INCORPORATED
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                        EFFECTIVE AS OF DECEMBER 1, 2001


Preamble: The Personnel and Compensation Committee of the Board of Directors of
Teledyne Technologies Incorporated has determined that it is in the best
interests of the Company to amend the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan (the "Plan") to permit Non-Employee
Directors (as defined below) to defer their Annual Retainer Fees (as defined
below) payable for serving as a director and for serving as the chair of the
Board of Directors or any committee of the Board of Directors to the extent
permitted under the Non-Employee Director Plan (as defined below) and as
provided below. Capitalized terms used and not otherwise defined in this
Amendment No. 1 have the meanings ascribed to such terms in the Plan.

The Plan is hereby amended to add a new Section 11 to the Plan, which reads in
its entirety as follows:

11      NON-EMPLOYEE DIRECTORS.

        Effective for Annual Retainer Fees earned or otherwise accruing on or
after January 1, 2001, a Non-Employee Director shall be permitted to defer some
or all of his or her Annual Retainer Fee for the next succeeding calendar year
under this Plan. Except as specifically varied under this Article 11, the
provisions, terms and conditions of the Plan applicable to Eligible Employees
shall apply to Non-Employee Directors.

        11.1    Definitions

        The following terms shall have the meanings set forth herein:

                a.      "Annual Retainer Fees" shall mean the cash amount paid
                        for any calendar year by the Company to a Non-Employee
                        Directors for serving as a Director and for serving as
                        the chair of the Board or any committee of the Board as
                        of a particular payment date, as established by the
                        Board and in effect from time to time. "Annual Retainer
                        Fees" shall not include the portion of the Annual
                        Retainer Fee paid in the form of Common Stock of the
                        Company under the practices of the Company in effect at
                        any particular time, fees for attending meetings of the
                        Board or any committee of the Board, payments of
                        deferred compensation, gains on stock options or other
                        forms of compensation to which a Non-Employee Director
                        may become entitled from time to time.

                b.      "Board" means the Board of Directors of the Company.



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                c.      "Compensation" as applied to a Non-Employee Director,
                        shall mean his or her Annual Retainer Fees as defined in
                        Subsection 11.1(a) above.

                d.      "Director" means a member of the Board.

                e.      "Eligible Employee" shall mean an Eligible Employee as
                        defined in Section 2.10 of the Plan and, after December
                        1, 2000, a Non-Employee Director.

                f.      "Non-Employee Director" shall mean a Director who is not
                        then also an employee of the Company or an affiliate.

                g.      "Non-Employee Director Plan" shall mean the Teledyne
                        Technologies Incorporated 1999 Non-Employee Director
                        Stock Compensation Plan, as amended from time to time or
                        any successor plan.

                h.      "Retirement" shall mean, as applied to a Non-Employee
                        Director, the date upon which a Non-Employee Director
                        ceases to be a Director.

        Except as set forth above, the terms defined in Article 2 of this Plan
        shall apply to a Non-Employee Director.

        11.2    Terms and Conditions.

        On or after December 1, 2000, a Non-Employee Director may elect to defer
        some or all of his or her Compensation under the same terms and
        conditions and with the same rights, privileges and limitations
        (including, but not limited to, status with respect to such deferrals as
        an unsecured creditor of the Company) as an Eligible Employee as set
        forth in Articles 1 thorough 10 of the Plan. Notwithstanding anything
        herein to the contrary, deferrals of Compensation by a Non-Employee
        Director under this Plan may be made only if and to the extent permitted
        under the Non-Employee Director Plan.


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