exv10w1






Exhibit 10.1




TELEDYNE TECHNOLOGIES INCORPORATED




EXECUTIVE DEFERRED COMPENSATION PLAN




As effective as of November 29, 1999 as

Amended and Restated as of December 31, 2004.




 









 







1   Purpose. The Teledyne Technologies Incorporated Executive Deferred Compensation Plan,
formerly known as the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan which in
turn was the successor to the Teledyne, Inc. Executive Deferred Compensation Plan, is an unfunded
plan maintained for the purpose of providing deferred compensation for a select group of management
or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Effective for benefits
accrued after December 31, 2004, the Plan was amended and restated to comply with Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”) by (i) grandfathering all benefits
accrued prior to January 1, 2005 under the rules in effect under the Plan prior to the 2004
amendment and restatement and (ii) complying the election and repayment provisions for benefits
accrued on or after January 1, 2005 to comply with Section 409A of the Code.



2   Definitions.




     2.1 “Account” shall mean the bookkeeping account maintained by the Committee for each
Participant that is credited with (1) the portion of the Participant’s Salary that he elects to
defer, (2) the portion of the Participant’s Bonus that he elects to defer, (3) portions of the
Participant’s account balance under the Prior Plan and (4) earnings on such amounts. Effective for
benefits accrued on and after January 1, 2005, the Administrator shall keep separate subaccounts
for benefits accrued prior to January 1, 2005 and benefits accrued on and after January 1, 2005.



     2.2 “Beneficiary” shall mean the Participant’s spouse or, if the Participant has no spouse or
the spouse consents in writing in the presence of a notary public, the person or persons, trustee,
or other legal entity or entities last designated by the Participant on a form approved for such
purpose to receive the benefits specified hereunder in the event of the Participant’s death. If
the Participant has not designated a beneficiary or if no person designated as a beneficiary
survives the Participant, the payment of the Participant’s benefits under this Plan following his
death shall be made (a) to the Participant’s spouse, if living, (b) if his spouse is not then
living, to his then living issue by right of representation, (c) if neither his spouse nor his
issue are then living, to his then living parents, or (d) if none of the above are then living, to
his estate. Notwithstanding the foregoing, the Beneficiary of an Insurable Participant under the
Plan must be the same as the beneficiary designated with respect to the benefit provided under
Article 8 hereof if the Insurable Participant dies prior to his Payment Eligibility Date.



     2.3 “Bonus” shall mean the award or awards payable (i) under the Teledyne Technologies
Incorporated Annual Incentive Plan (or the comparable annual incentive plan of a subsidiary, if
applicable, and any predecessor or successor program to any such annual incentive plan) or (ii) as
a special bonus under a written employment agreement between the Company or a subsidiary and a
Participant.



     2.4 “Code” shall mean the Internal Revenue Code of 1986, as amended.



     2.5 “Committee” shall mean the administrative committee appointed pursuant to Section 9.1 of
the Plan.



 









 





     2.6 “Company” shall mean Teledyne Technologies Incorporated, a Delaware corporation, and any
corporation which is a member of a controlled group of corporations that includes the Corporation
(within the meaning of Code Section 414(c)) of the Code, unless the context requires otherwise.



     2.7 “Compensation” shall mean the Salary and Bonus paid by the Company to a Participant.



     2.8 “Disability” shall mean, with respect to a Member, any medically determinable physical or
mental impairment that can be expected to result in death or be expected to last for a continuous
period of not less than 12 months, by reason of which:




	 	(a)	 	The Participant is unable to engage in any substantial gainful
activity; or
	 
	 	(b)	 	The Participant is receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering
employees of the Company.





     2.9 “Effective Date” shall mean November 29, 1999 and as amended and restated December 31,
2004.



     2.10 “Eligible Employee” shall mean:




     2.10.1 For a Plan Year other than the Plan Years described in Sections 2.11.2, 2.11.3
and 2.11.4, each employee of the Company who: (a) as of December 1 of the preceding Plan
Year holds the title of president of an operating company; or (b) received Compensation
during the preceding Plan Year at least equal to $100,000.




     2.10.2 For the first Plan Year of the Plan, each employee of the Company who: (a) as
of the Effective Date holds the title of president of an operating company; or (b) for
employees of Teledyne, Inc. who were participants in the Plan prior to July 9, 1998,
received or is expected to receive Compensation during the applicable calendar year at least
equal to the amount specified in Section 414(q)(1)(B) of the Code, as such amount is
adjusted for such calendar year by the Secretary of the Treasury for increases in the cost
of living.




     2.10.3 For any Plan Year beginning after the Effective Date which includes an
employee’s date of hire, each employee of the Company who: (a) as of the employee’s date of
hire holds the title of president of an operating company; or (b) receives Compensation
during such Plan Year at least equal to $100,000. For purposes of this Section 2.11.4 only,
Compensation shall include Salary that would be paid if the employee’s Salary were paid for
the full Plan Year, and shall include a Bonus, if any, that would have been paid at 100% of
the target bonus amount for performance during said Plan Year.



     2.11 “Fund” or “Funds” shall mean one or more of the mutual funds, investment portfolios or
contracts selected by the Committee pursuant to Section 4.2.2.



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     2.12 “Initial Election Period” shall mean the first thirty days after the 10th day
of the month next following the date of hire.



     2.13 “Insurable Participant” shall mean a Participant who satisfies underwriting standards for
the issuance of life insurance determined by the insurance company selected by the Company to
provide the pre-distribution death benefit described in Article 8.



     2.14 “Interest Rate” shall mean, for each Fund, an amount equal to the net rate, expressed as
a percent, of gain or loss on the assets of such Fund during a month, reduced for calendar years
beginning before December 31, 1998, with respect to Funds selected by Insurable Participants, by
..0833 percent. If a Participant satisfied the definition of an Insurable Participant (as set forth
in Section 2.14) prior to December 31, 1998 but at the time he becomes a Participant, but fails to
satisfy such definition thereafter, the .0833 percent reduction described in the preceding sentence
shall apply only to that portion of the net rate of gain or loss credited to the Participant’s
Account as:




          (1) the Participant’s Account balance on the last of the month in which such failure
occurs bears to




          (2) the Participant’s Account balance on the last day of the month preceding the month
for which such gain or loss is allocated.



     Effective January 1, 1999, the Interest Rate shall be, for each Fund, the net rate, expressed
as a percent, of gain or loss on the assets of such Fund for the applicable period.



     2.15 “Key Employee” shall mean a Key Employee as determined under Section 416(i) of the Code
(determined without regard to subsection 416(i)(5) thereof). Without limiting the foregoing, the
term Key Employee shall include (i) an officer of the Employer having annual compensation greater
than $130,000 (or such greater amount as may be in effect under Section 416(i)(1)(A)(i) of the
Code, (ii) a five percent owner of the Employer (as that term is defined in Section 416(i)(B) of
the Code), or (iii) a one percent owner of the Employer (as that term is defined in Section
416(i)(B) of the Code) at any time during the twelve (12) month period ending on the January
1st of a relevant year and such person shall continue to be regarded as a Key Employee
for the 16 month period following that January 1st.



     2.16 “Participant” shall mean any Eligible Employee who, prior to the Effective Date, has not
announced his intention to retire and who (a) elects to defer Compensation in accordance with
Section 4.1, or (b) has an account balance under the Prior Plan.



     2.17 “Payment Eligibility Date” shall mean the date selected by an Eligible Employee on his or
her Deferred Election form with respect to compensation deferred for a given Plan Year, provided,
however, (i) if a distribution is elected for after the applicable of the Participant’s Separation
from Service or death, the Participant may choose only from a lump sum or quarterly payments over
5, 10 or 15 years and, with respect to benefits accrued on or after January 1, 2005, beginning no
later than three months after the last day of the calendar quarter in which the individual’s
Separation from Service occurs and such election must be made prior to the first day of the
calendar year in which the benefits are accrued and (ii) if a distribution is elected for prior to
the applicable of the Participant’s Separation from Service or death, such election may not be



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made for a date before the end of the Plan Year which is three calendar years after the end of
the Plan Year for which such election is made. In the event no election is made, the Payment
Eligibility Date shall be made in a lump sum two and one half months after the end of the calendar
quarter in which a Participant has a Separation from Service or dies. A Participant receiving
benefits under the Company’s short-term disability plan or on an approved leave of absence shall
not be deemed to have terminated employment (Separation from Employment on or after January 1,
2005) for purposes of the Plan. For benefits accrued on or after January 1, 2005, the payment
shall be deferred by six months from Separation from Service for all Participants.



     2.18 “Plan” shall mean the Teledyne Technologies Incorporated Executive Deferred Compensation
Plan as set forth herein, or as amended from time to time. The Plan was formerly known as the
Allegheny Teledyne Incorporated Executive Deferred Compensation Plan which in turn was the
successor plan to the Teledyne, Inc. Executive Deferred Compensation Plan.



     2.19 “Plan Year” shall mean the calendar year, except that the initial Plan Year shall be the
period from the Effective Date through December 31, 1999.



     2.20 “Prior Plan” shall mean the nonqualified plan or arrangement maintained by the Company
for deferral of bonuses prior to the Effective Date.



     2.21 “Retirement” shall mean the date as of which a Participant commences to receive a benefit
under a pension plan maintained by the Company, the date as of which a Participant commences to
receive disability benefits under the Company’s long-term disability plan or, in the case of a
Participant who is not entitled to benefits under the Company’s long-term disability plan, the date
the Committee determines is the first date the Participant satisfies the definition of disability
set forth in that plan.



     2.22 “Salary” shall mean the base rate of pay that an employee is entitled to receive for
services rendered to the Company.



     2.23 “Separation from Service” shall mean a separation from Service as defined in Section 409A
of the Code, including an employee’s death, Disability or retirement or other termination of
employment without reasonable anticipation of providing services to the Corporation thereafter.



     2.24 “Specified Employee” shall mean a Key Employee as of the date of the Key Employee’s
Separation from Service if the Company is then a publicly held company within the meaning of
Section 409A of the Code.



     2.25 “Unforeseen Emergency” shall mean an unanticipated emergency that is caused by an event
beyond the control of the Participant which would result in severe financial hardship to the
Participant and which itself results from:



     (a) a sudden and unexpected illness or accident of the Participant or a dependent of the
Participant;



     (b) a loss of the Participant’s property due to casualty; or



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     (c) such other extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant,


all as determined in the discretion of the Committee or its delegate.




     2.26 “Vice President of Human Resources” shall mean the individual appointed to such position
or the equivalent position or title by the Company or such other person or title as the Committee
may from time to time designate.


3   Participation. An Eligible Employee who, prior to the Effective Date, has not announced
his intention to retire shall become a Participant in the Plan on (a) the first day of the first
pay period for which he elects to defer a portion of his Compensation in accordance with Section
4.1, or (b) the Effective Date if he has an account balance under the Prior Plan.



4   Deferral Elections.




     4.1 Elections to Defer Compensation. For calendar years beginning on or after
January 1, 1999, an Eligible Employee may elect to defer, in increments of 1% and subject to the
limitation set forth herein (including the 5% minimum deferral), a portion of his or her Salary
and, separately, a portion of his or her Bonus for the calendar year following the calendar year in
which a written election, on a form approved by the Vice President of Human Resources or his or her
designee, to defer Salary and/or Bonus is delivered to the Vice President of Human Resources or his
or her designee. An election to defer Salary shall apply only to Salary and an election to defer
Bonus shall apply only to Bonus. Separate elections shall be required for Salary and Bonus
deferrals. Each election to defer Salary and/or Bonus shall be effective for only the next
succeeding calendar year, shall expire on the last day of the calendar year next following its
delivery and shall specify the Participant’s elections as to distribution time and form from among
those then permitted under the Plan. No election for either Salary or Bonus may be for less than
5% of the Salary or Bonus payment, respectively, and no election shall exceed an amount which would
prevent the Eligible Employee from making required or elected contributions under employee benefit
plans or to have required federal, state and local income or payroll tax payments made or such
other amounts as determined appropriate by the Committee. An election to defer Salary or Bonus
with respect to services rendered during a calendar year must be filed with the Vice President of
Human Resources or his or her designee on or before December 1 of the preceding calendar year. For
calendar years ending before January 1, 1999, deferrals shall be governed by the Plan as in effect
as of that date. All elections shall be in percentages and no election may specify a dollar
amount, provided, however, for enrollments prior to 2010, dollar amount elections shall be allowed.




     4.1.1 Initial Election Period. Each Eligible Employee may elect to defer
Salary (but not Bonus after 2008) during the calendar year in which he or she first becomes
an Eligible Employee by filing with the Vice President of Human Resources or his or her
designee an election, on a form provided by the Committee, no later than the last day of his
or her Initial Election Period. An election to defer Compensation during the Initial
Election Period shall be effective with respect to payroll periods including payments of the
Participant’s Salary earned as soon as administratively feasible after the election is



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properly filed. Bonus earned with respect to the first year in which a person first
becomes an Eligible Employee shall not be deferred.




     4.1.2 Elections other than Elections during the Initial Election Period.
Subject to the limitations of Section 4.1.1 above, any Eligible Employee who fails to elect
to defer Salary during his or her Initial Election Period may subsequently elect to defer
Compensation (either Salary or Bonus or both), and any Eligible Employee who has terminated
a prior Salary deferral election may elect to again defer Salary, by filing with the Vice
President of Human Resources or his or her designee an election, on a form provided by the
Committee, to defer Compensation as described in Section 4.1.1 above. An election to defer
Salary payable during a calendar year must be filed with the Vice President of Human
Resources or his or her designee on or before the December 1st of the calendar year
preceding calendar year in which such amounts are earned. An election to defer Bonus
payable with respect to services rendered during a calendar year must be filed with the Vice
President of Human Resources or his or her designee on or before the December 1st of the
calendar year preceding calendar year for which the Bonus is earned.



     4.2 Duration of Elections.




     4.2.1 Duration of Salary Deferral Election. Any Salary Deferral Election made
under Section 4.1.1 or Section 4.1.2 shall remain in effect, notwithstanding any change in
the Participant’s Salary, until changed or terminated in accordance with the terms of this
Section 4.2; provided, however, that such election shall terminate for any Plan Year for
which the Participant is not an Eligible Employee. For calendar years ending on or before
December 31, 2004, a Participant could increase, decrease or terminate his or her Salary
deferral election with respect to Salary earned during a calendar year by filing a new
election, in accordance with the terms of this Section 4.2, with the Vice President of Human
Resources or his or her designee on or before December 1 of the preceding calendar year.
Effective for calendar years beginning on or after January 1, 2005, changes to elections to
defer Salary cannot be effective until the first day of the next following calendar year.




     4.2.2 Duration of Bonus Deferral Election. Any Bonus deferral election made
under Section 4.1.2 or Section 4.1.3 shall be irrevocable and shall apply only to the Bonus
payable with respect to services performed during the calendar year for which the election
is made. For each subsequent calendar year, an Eligible Employee must make a new election,
subject to the limitations set forth in this Section 4.1, to defer a percentage of his or
her Bonus. Such election shall be on forms provided by the Committee and shall be filed
with the Vice President of Human Resources or his or her designee on or before December 1 of
the calendar year preceding the calendar year in which the services that are to result in
the Bonus are performed.




     4.2.3 Extension of Election Deadline. Notwithstanding the foregoing provisions
of this Section 4.2, the Committee may extend the deadline for filing elections set forth
herein from December 1 of a particular calendar year as the Committee shall determine but
not beyond the last day of that calendar year and applicable only to compensation to



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be earned in the following calendar year. The Committee shall give notice of such
extension to all Eligible Employees.



     4.3 Investment Elections.




     4.3.1 Investment Options. The Committee shall select from time to time the
types of mutual funds, investment portfolios underlying universal life products or contracts
in which Participants’ Accounts shall be deemed to be invested. At the time an Eligible
Employee first becomes a Participant, the Participant shall file with the Vice President of
Human Resources or his or her designee a form provided by the Committee designating which of
such types of mutual funds, investment portfolios or contracts the Participant’s Account
shall be deemed to be invested in for purposes of determining the amount of earnings to be
credited to such Account. In making the designation pursuant to this Section 4.3.1, the
Participant may specify that all or any portion of his Account, designated in whole
percentages, be deemed to be invested in one or more of the types of mutual funds,
investment portfolios or contracts selected by the Committee. A Participant may change
monthly the designation made under this Section 4.3.1 by filing with the Vice President of
Human Resources or his or her designee an election, on a form provided by the Committee, at
any time during a month, with such change to be effective as of the first day of the month
immediately succeeding the date on which such form is filed. If a Participant fails to
elect a type of fund under this Section 4.3.1, or any prior election is not then effective,
his or her Account shall be invested in the then available fund or contract that
approximates a money market fund. If a Participant who receives allocations to his Account
only pursuant to Sections 5.3 and 5.4 fails to elect a type of fund under this Section
4.3.1, he shall be deemed to have elected the fund or contract that most nearly approximates
a money market fund.



     4.3.2 Committee Selection of Funds. Although the Participant may designate the
type of mutual funds, investment portfolios or contracts pursuant to Section 4.2.1, the
Committee shall select from time to time, in its sole discretion, a commercially available
fund, portfolio or contract of each of the types selected pursuant to Section 4.2.1 to be
the Funds. The Interest Rate of each such Fund shall be used to determine the amount of
earnings to be credited to Participants’ Accounts under Section 5.4.


5   Participant Accounts. The Committee shall establish and maintain an Account for each
Participant under the Plan. Each Participant’s Account shall be further divided into separate
subaccounts (“subaccounts”), each of which corresponds to a mutual fund, investment portfolio or
contract elected by the Participant in accordance with Section 4.2. A Participant’s Account shall
be credited as follows:




     5.1 Salary Credits. As of the last day of each month, the Committee shall credit the
subaccounts of the Participant’s Account with an amount equal to Salary deferred by the Participant
during each pay period ending in that month in accordance with the Participant’s election under
Section 4.2; that is, the portion of the Participant’s deferred Salary that the Participant has
elected to be deemed to be invested in a certain type of Fund shall be credited to the subaccount
corresponding to that Fund.



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     5.2 Bonus Credits. As of the last day of the month in which the Bonus is payable, the
Committee shall credit the subaccounts of the Participant’s Account with an amount equal to the
portion of the Bonus deferred by the Participant in accordance with the Participant’s election
under Section 4.2; that is, the portion of the Participant’s deferred Bonus that the Participant
has elected to be deemed to be invested in a particular type of Fund shall be credited to the
subaccount corresponding to that Fund.



     5.3 Prior Plan Credits. As of the Effective Date, the Committee shall credit the
subaccounts of the Participant’s Account with an amount equal to the Participant’s account under
the Prior Plan as of the Effective Date.



     5.4 Earnings Credits. As of the last day of each month in which any amount remains
credited to a Participant’s Account, each subaccount of a Participant’s Account shall be credited
with earnings in an amount equal to that determined by multiplying the balance credited to such
subaccount as of the last day of the preceding month by the Interest Rate for that month for the
corresponding Fund selected by the Company pursuant to Section 4.2.2. All distributions shall be
valued as of the December 31st of the calendar year prior to the calendar year in which
the distribution is due.


6   Vesting. A Participant’s Account shall be 100 percent vested at all times.



7   Distributions.




     7.1 Amount and Time of Distribution.




     7.1.1 Payment as of Payment Eligibility Date. Each Participant (or, in the
case of his death, his Beneficiary) shall be entitled to receive a distribution of benefits
under this Plan as soon as practicable following the date determined under this article.
The amount payable to a Participant shall be the determined based on the form of payment
elected and the amount credited to the Participant’s Account valued as of the last day of
the month immediately preceding the due date of a payment.




     7.1.2 Payment Prior to Payment Eligibility Date. For benefits accrued prior to
December 31, 2004 (and not for benefits accrued on or after January 1, 2005), a Participant
may elect by filing with the Vice President of Human Resources or his or her designee on a
form approved for such purpose to receive an amount equal to ninety percent of his Account
balance at any time prior to his Payment Eligibility Date. If the Participant makes an
election described in this Section 7.1.2: the balance of the Participant’s Account accrued
prior to December 31, 2004 not distributed to the Participant shall be forfeited to the
Company; the amount of the benefits accrued prior to December 31, 2004 to which he is
entitled under this Section 7.1.2 shall be distributed to the Participant in a single lump
sum within thirty days following such election’s valuation under this Plan.



     7.2 Form and Timing of Distribution.




     7.2.1 Pre-Retirement Distributions. If a Participant’s Payment Eligibility
Date occurs prior to the date of his Separation from Service or Retirement, the
Participant’s



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Account shall be paid to such Participant in the form of a single lump sum paid as soon
as administratively feasible following the Payment Eligibility Date but no later than the
later of (i) the last day of the calendar year in which the Payment Eligibility Date occurs
or (ii) the 15th day of the third month after the Payment Eligibility Date.




     7.2.2 Post-Retirement Distributions. If a Participant’s Payment Eligibility
Date occurs on or after the date of his Separation from Service or Retirement, the
Participant’s Account shall be paid to such Participant or, in the event of the
Participant’s death on or after his Payment Eligibility Date, his Beneficiary in the form of
a lump sum unless an alternate form of distribution is elected by the Participant on the
election form filed at the time amounts are deferred. Any lump sum shall be paid and any
alternate form of distribution commenced as soon as administratively feasible, for amounts
accrued on or before December 31, 2004, following the Payment Eligibility Date and, for
benefits accrued on or after January 1, 2005, after the 180th day following the
Payment Eligibility Date but no later than the later of (i) the last day of the calendar
year in which the 180th day following the payment Eligibility Date occurs or (ii)
the 15th day of the third month following the 180th day after the
Payment Eligibility Date.




     7.2.3 Election of Optional Form of Distributions or Unforeseen Emergency.




          7.2.3.1 Optional Form of Distribution. Notwithstanding the provisions of Section
7.2.2, a Participant whose Payment Eligibility Date occurs on or after the date of his
Separation from Service or Retirement may elect to receive distribution of his Account
balance accrued on or before December 31, 2004 in a single lump sum, twenty quarterly
installments, forty quarterly installments or sixty quarterly installments provided that the
elections made in the calendar year that is at least one year prior to his Payment
Eligibility Date, the Vice President of Human Resources or his or her designee receives from
the Participant a notice, on a form approved for such purpose, that the Participant elects
to receive payment in one of such optional forms and, for benefits accrued on and after
January 1, 2005, an optional form of benefits may be elected if elected in writing on or
before December 31, 2008. Any election made pursuant to this Section 7.2.3 may be revoked
with respect to benefits accrued on or before December 31, 2004 (and not for benefits
accrued on or after January 1, 2005) by filing notice of such revocation with the Vice
President of Human Resources or his or her designee on or before the date which is one year
prior to the Participant’s Payment Eligibility Date. No more than two elections under this
Section 7.2.3 may be made by any single Participant per Plan Year.




          7.2.3.2 Unforeseeable Emergency. A Participant may withdraw an amount necessary to
satisfy an Unforeseeable Emergency. If the Committee approves an application for an
Unforeseeable Emergency distribution, the Participant shall be prohibited from making
deferrals for the remainder of the calendar year in which such Unforeseeable Emergency
occurs.




     7.2.4 Method for Calculating Installments. If a Participant or Beneficiary
receives payment of his Account balance in installments pursuant to Section 7.2.2 or 7.2.3,
the amount of each quarterly installment payable during the Plan Year which



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includes the Participant’s Payment Eligibility Date shall equal the Participant’s
Account balance on the Payment Eligibility Date divided by the total number of installments
the Participant or Beneficiary is scheduled to receive. The amount of each quarterly
installment payable during each succeeding Plan Year, other than the last Plan Year in which
the Participant or Beneficiary receives installment payments under the Plan, shall equal the
Participant’s Account balance on September 30 of the preceding Plan Year divided by the
number of installments remaining to be paid after the last day of such preceding Plan Year.
The amount of each quarterly installment payable during the last Plan Year in which the
Participant or Beneficiary receives installment payments under the Plan shall equal the
Participant’s Account balance on the last day of the second preceding calendar quarter
divided by the number of installments remaining to be paid after the last day of the
preceding calendar quarter, except that the final quarterly installment shall be equal to
the remaining balance in the Participant’s Account.




     7.2.5 Small Account Balances. Notwithstanding any other provision of this
Section 7.2, if a Participant’s Account balance on his Payment Eligibility Date is $30,000
or less, such Account balance shall be paid in a single lump sum.



     7.3 Benefits Accrued Before January 1, 2004. Notwithstanding Section 7.2.1 and 7.2.2,
a Participant may elect to have his benefit accrued before January 1, 2005 as soon as
administratively feasible after the Payment Eligibility Date.


8   Pre-Distribution Death Benefit.




     8.1 Amount of Benefit. The Company shall own and maintain one or more life insurance
policies on the life of each Insurable Participant (collectively, the “Policy”) each with a death
benefit no less than the death benefit payable under this Section 8.1. Until an employee of the
Company (other than a Participant who has already been determined not to be an Insurable
Participant) completes an application for the Policy, any deferral election is made by the employee
pursuant to Article 4 hereof shall be void. If an Insurable Participant shall die at least sixty
days following the first day of the month in which allocations pursuant to Article 5 of the Plan
are first made to his Account and prior to his Payment Eligibility Date, his Beneficiary shall
receive directly from the insurance company issuing the Policy in a single lump sum an amount equal
the lesser of (a) or (b), where (a) equals the greatest of (i) the amount of insurance coverage in
effect on December 31, 1998, (ii) the Participant’s Account balance as of a relevant time or (iii)
$1,000,000 and (b) equals the greater of: (i) ten times the amounts allocated to the Insurable
Participant’s Account pursuant to Sections 5.1 and/or 5.2 during the first twelve months in which
the Insurable Participant receives allocations to his Account; or (ii) two times the Insurable
Participant’s Account balance as of his date of death if the Insurable Participant has not attained
age 56 at the date of death or, if the Insurable Participant is age 56 or older at death, 1.5 times
the Insurable Participant’s Account balance as of his date of death.



     8.2 Other Rules.




     8.2.1 Reduction of Account Balance. Notwithstanding anything contained herein
to the contrary, any benefits otherwise payable with respect to an Insurable



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Participant under this Plan shall be reduced by the value of benefits received by the
Insurable Participant’s Beneficiary under the Policy.




     8.2.2 Death on or After Payment Eligibility Date. If an Insurable Participant
shall die on or after his Payment Eligibility Date, his Beneficiary shall receive no
benefits under the Policy and any death benefits thereunder shall be paid to the Company.




     8.2.3 Effect of Account Distribution Prior to Payment Eligibility Date. If an
Insurable Participant receives a distribution pursuant to Section 7.1.2, for purposes of
Section 8.1.1, the first twelve months in which he receives allocations to his Account shall
be deemed to be the first Plan Year after such distribution in which he receives allocations
under Section 5.1 or 5.2 and, for purposes of Section 8.1.2, the Insurable Participant’s
Account shall include only amounts allocated to the Insurable Participant’s Account
following such distribution and prior to his date of death.




     8.2.4 Death Prior to Eligibility for Pre-Distribution Death Benefit. If a
Participant should die before completing the sixty-day eligibility period for the
pre-distribution death benefit set forth in Section 8.1, his Beneficiary shall receive only
the balance in the Participant’s Account as of the Participant’s Payment Eligibility Date.




     8.2.5 Failure to Remain Insurable. Notwithstanding the foregoing provisions of
this Article 8, if a Participant satisfies the definition of an Insurable Participant (as
set forth in Section 2.14) at the time he becomes a Participant, but fails to satisfy such
definition thereafter, the pre-distribution death benefit payable to the Participant’s
Beneficiary shall equal the lesser of:




          (1) the pre-distribution death benefit determined under the foregoing provisions of
this Article 8; or




          (2) the death benefit under the Policy payable to the Participant’s Beneficiary at the
time the Participant fails to satisfy the definition of an Insurable Participant.


9   Administration.




     9.1 Committee Action. The Plan shall be administered by the Committee, consisting of
at least three members, appointed by and holding office at the pleasure of the Personnel and
Compensation Committee of the Board of Directors of the Company or, in the absence of a specific
designation by the Personnel and Compensation Committee of the Board of Directors of the Company,
the Plan Administrative Committee of the Company as then constituted. The Committee shall act at
meetings by an affirmative vote of a majority of the members of the Committee. Any action
permitted to be taken at a meeting may be taken without a meeting if a written consent to the
action is signed by all members of the Committee and such written consent is filed with the minutes
of the proceedings of the Committee. A member of the Committee shall not vote or act upon any
matter which relates solely to himself as a Participant. The Chairman or any other member or
members of the Committee designated by the Chairman may execute any certificate or other written
direction on behalf of the Committee.



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     9.2 Powers and Duties of the Committee. The Committee, on behalf of the Participants
and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with
the general administration of the Plan, and shall have all powers necessary to accomplish its
purposes, including, but not by way of limitation, the following:




     9.2.1 To determine all questions relating to the eligibility of employees to
participate;




     9.2.2 To construe and interpret the terms and provisions of this Plan;




     9.2.3 To compute and certify to the amount and kind of benefits payable to Participants
and their Beneficiaries;




     9.2.4 To maintain all records that may be necessary for the administration of the Plan;




     9.2.5 To provide for the disclosure of all information and the filing or provision of
all reports and statements to Participants, Beneficiaries or governmental agencies as shall
be required by law;




     9.2.6 To make and publish such rules for the regulation of the Plan and procedures for
the administration of the Plan as are not inconsistent with the terms hereof; and




     9.2.7 To appoint a plan administrator or, any other agent, and to delegate to such
person such powers and duties in connection with the administration of the Plan as the
Committee may from time to time prescribe.



     9.3 Construction and Interpretation. The Committee shall have full discretion to
construe and interpret the terms and provisions of this Plan, which interpretation or construction
shall be final and binding on all parties, including but not limited to the Company and any
Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform
and nondiscriminatory manner and in full accordance with any and all laws applicable to the Plan.
The Committee shall construe and interpret the Plan at all times to comply with Section 409A of the
Code.



     9.4 Information. To enable the Committee to perform its functions, the Company shall
supply full and timely information to the Committee on all matters relating to the Compensation of
all Participants, their death or other cause of termination, and such other pertinent facts as the
Committee may require.



     9.5 Compensation, Expenses and Indemnity.




     9.5.1 The members of the Committee shall serve without compensation for their services
hereunder.




     9.5.2 The Committee is authorized at the expense of the Company to employ such legal
counsel as it may deem advisable to assist in the performance of its duties



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hereunder. Expenses and fees in connection with the administration of the Plan shall be
paid by the Company.




     9.5.3 The Company shall indemnify and save harmless the Committee and each member
thereof, and the Chief Financial Officer, the Vice President of Human Resources or his or
her designee, and any delegate of the Committee who is an employee of the Company against
any and all expenses, liabilities and claims, including legal fees to defend against such
liabilities and claims, arising out of their discharge of responsibilities under or incident
to the Plan, other than expenses and liabilities arising out of willful misconduct. This
indemnity shall not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement or otherwise,
as such indemnities are permitted under applicable law.



     9.6 Quarterly Statements. Under procedures established by the Committee, a
Participant shall receive quarterly statements with respect to such Participant’s Account.



10  Miscellaneous.



     10.1 Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors, and assigns shall have no legal or equitable rights, claims, or interest in any
specific property or assets of the Company. No assets of the Company shall be held in any way as
collateral security for the fulfilling of the obligations of the Company under this Plan. The
Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of
the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall
be no greater than those of unsecured general creditors. The Plan is intended to be unfunded for
tax purposes and for purposes of Title I of ERISA.



     10.2 Restriction Against Assignment. The Company shall pay all amounts payable
hereunder only to the person or persons designated by the Plan and not to any other person or
corporation. No part of a Participant’s Account shall be liable for the debts, contracts, or
engagements of any Participant, his Beneficiary, or successors in interest, nor shall a
Participant’s Account be subject to execution by levy, attachment, or garnishment or by any other
legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate,
commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever.



     10.3 No Right to Continued Employment. Neither an employee’s participation in the
Plan, nor his rights to his Account shall confer upon such employee any right with respect to
continuance of employment by or receipt of Bonuses from the Company, nor shall such items interfere
in any way with the right of the Company to terminate such employee’s employment or alter such
employee’s Compensation at any time.



     10.4 Withholding. There shall be deducted from each payment made under the Plan or,
if such payment is not large enough, from any other funds payable to the Participant, all taxes
which the Company determines are required to be withheld with respect to such payment under



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the Plan. The Company shall have the right to reduce any payment by the amount of cash
sufficient to provide the amount of said taxes.



     10.5 Amendment, Modification, Suspension or Termination. The Committee may at any
time amend, modify, suspend or terminate the Plan in whole or in part, subject to ratification by
the Personnel and Compensation Committee of the Company’s Board of Directors, except that no
amendment, modification, suspension or termination shall reduce any amounts then credited to a
Participant’s Account. The Company shall provide notice of such action to all Participants and
Beneficiaries of deceased Participants. In the event that one or more subsidiaries of the Company
are spun off to shareholders of the Company and a spun off company agrees to sponsor a plan
substantially similar to this Plan, the Company may, in its discretion, cause a transfer of all,
but not less than all, liabilities with respect to employees of such new company to the new plan
adopted by that new company and, upon such transfer, the Company shall be released of liability
with respect to employees of the new company with respect to whom liabilities have been
transferred.



     10.6 Governing Law. Except to the extent that it is preempted by federal law, this
Plan shall be construed, governed and administered in accordance with the laws of the State of
Delaware.



     10.7 Receipt or Release. Any payment to a Participant or the Participant’s
Beneficiary in accordance with the provisions of the Plan, including but not limited to any payment
from an insurance company, shall, to the extent thereof, be in full satisfaction of all claims
under the Plan against the Committee and the Company. Any payment, whether by the Company or an
insurance company, to a Participant or the Participant’s Beneficiary of an amount described in
Section 5.3 shall, to the extent thereof, be in full satisfaction of all claims to such amount
which the Participant or his Beneficiary or any beneficiary designated in accordance with the Prior
Plan may have against the Company or any other person under the Prior Plan. The Committee may
require such Participant or Beneficiary, as a condition precedent to such payment, to execute a
receipt and release to such effect.



     10.8 Payments on Behalf of Minors. In the event that any amount becomes payable under
the Plan to a minor or a person who, in the sole judgment of the Committee, is considered by reason
of physical or mental condition to be unable to give a valid receipt therefore, the Committee may
direct that such payment be made only to the conservator or the guardian of the estate of such
person appointed by a court of competent jurisdiction or such other person or in such other manner
as the Committee determines is necessary to assure that the payment will legally discharge the
Plan’s obligation to such person. Any payment made pursuant to such determination shall constitute
a full release and discharge of the Committee and the Company.



     10.9 Miscellaneous. All pronouns and any variations thereof contained herein shall be
deemed to refer to masculine or feminine, singular or plural, as the identity of the person or
persons may require. The headings used in this Plan are for convenience only and shall not be
construed in interpreting this Plan.



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To record the due adoption of this Amended and Restated Plan as of December 31, 2004, the Company
has caused its execution by its duly authorized officer.




	 	 	 	 	 
	 	TELEDYNE TECHNOLOGIES INCORPORATED


 	 
	 	By:  	
 	 
	 
	 	Title 	
 	 
	 
	 	Date: 	
 	 
	 




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