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                                                                   Exhibit 10.10









                       TELEDYNE TECHNOLOGIES INCORPORATED


                      EXECUTIVE DEFERRED COMPENSATION PLAN


                         as effective November 29, 1999

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                                TABLE OF CONTENTS

1        PURPOSE...................................................1
2        DEFINITIONS...............................................1
3        PARTICIPATION.............................................4
4        DEFERRAL ELECTIONS........................................4
5        PARTICIPANT ACCOUNTS......................................6
6        VESTING...................................................7
7        DISTRIBUTIONS.............................................7
8        PRE-DISTRIBUTION DEATH BENEFIT............................9
9        ADMINISTRATION...........................................10
10       MISCELLANEOUS............................................12



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1 PURPOSE. The Teledyne Technologies Incorporated Executive Deferred
Compensation Plan (the "Plan") is established initially to provide benefits to
employees of Teledyne Technologies Incorporated who were employees of Allegheny
Teledyne Incorporated or its subsidiaries and participated in the Allegheny
Teledyne Incorporated Executive Deferred Compensation Plan. This Plan accepted
the benefit payment obligations of the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan (the Prior Plan as defined below) with respect to
former participants in the ATI Plan who became employees of Teledyne
Technologies Incorporated or any of its subsidiaries on or within sixty days of
the Effective Date. Following the Effective Date, Eligible Employees may
participate under the terms and conditions of this Plan with respect to their
service to and compensation from Teledyne Technologies Incorporated. The
Teledyne Technologies Incorporated 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") and 29 CFR 2520.104-23.

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 (including transfers to this Plan
from the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan),
(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.

         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 substantially as set forth in
Exhibit "A" attached hereto 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 under the Teledyne
Technologies Incorporated management bonus program (or the comparable annual
incentive plan of a subsidiary, if applicable, and any predecessor or successor
program to any such annual incentive plan).



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         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 subsidiary of the corporation
(within the meaning of Code Section 424(f)) involving Teledyne Technologies
Incorporated, unless the context requires otherwise.

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

         2.8 "Director of Human Resources" shall mean such person as the
Committee may from time to time designate and, in the absence of such
designation, the Chief Financial Officer of Teledyne Technologies Incorporated.

         2.09 "Effective Date" shall mean November 29, 1999.

         2.10 "Eligible Employee" shall mean:

                  2.10.1 For a Plan Year other than the short Plan Year covering
         the period from the Effective Date to December 31, 1999, 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 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.

                  2.10.2 For the short Plan Year of the Plan covering the period
         from the Effective Date to December 31, 1999, 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 Technologies
         Incorporated who were participants in the Allegheny Teledyne
         Incorporated Executive Deferred Compensation Plan prior to the
         Effective Date, received (from the Company and Allegheny Teledyne
         Incorporated or an affiliate) 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 on or 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 the amount specified in Section
         4.14(q)(1)(B) of the Code. For purposes of this Section 2.10.3 only,



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         Compensation shall include Salary that would be paid if the employee's
         Salary were paid for the full 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.

         2.12 "Initial Election Period" shall mean the first thirty days of the
first Plan Year during which an employee of the Company is an Eligible Employee
or, in the case of an employee who is an Eligible Employee on his date of hire
after the Effective Date, the first thirty days after such date of hire;
provided, however, for the short Plan Year beginning on November 29, 1999 and
ending on December 31, 1999, the Committee may keep in effect any election made
for the 1999 Plan Year of the Prior Plan.

         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, the net rate, expressed
as a percent, of gain or loss on the assets of such Fund for the applicable
period.

         2.15 "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.

         2.16 "Payment Eligibility Date" shall mean the earlier of (i) the date
selected by an Eligible Employee on his Deferred Election form, but no such date
shall be 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 or (ii) the first day of
the month following the end of the calendar quarter in which a Participant
terminates employment 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 for purposes of the Plan.

         2.17 "Plan" shall mean the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan as set forth herein, or as amended from
time to time. This Plan is the successor plan to the Allegheny Teledyne
Incorporated Executive Deferred Compensation Plan (the Prior Plan as defined
below) with respect to Participants in the Prior Plan who, as of the Effective
Date, became employees of the Company in connection with the spin off to
stockholders of Allegheny Teledyne Incorporated of the stock of the Company on
November 29, 1999. The Prior Plan was adopted Allegheny Teledyne Incorporated in
1996 and the Prior Plan assumed the payment obligations of the Teledyne, Inc.
Executive Deferred Compensation Plan with regard to then Participants in such
plan. As of the Effective Date, the Company assumed all payment obligations of
benefits accrued by employees of the Company on November 29, 1999, whether such
benefits were accrued under the Prior Plan or its predecessor.



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         2.18 "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.

         2.19 "Prior Plan" shall mean, with respect to employees of the Company
as of November 29, 1999 who participated in the Prior Plan on or before November
29, 1999, the Allegheny Teledyne Incorporated Executive Deferred Compensation
Plan, and its predecessor plan, the Teledyne, Inc. Executive Deferred
Compensation Plan.

         2.20 "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.

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

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.

                  4.1.1 General Rule. An Eligible Employee may elect to defer,
in increments of 1% and subject to the limitation set forth herein, up to 50% of
his Salary and, separately, up to 100% of his Bonus for the calendar year
following the calendar year in which a written election, on a form approved by
the Director of Human Resources, to defer Salary and/or Bonus is delivered to
the Director of Human Resources. Each election to defer Salary and/or Bonus
shall be effective for only the next succeeding calendar, 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 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 Director of Human
Resources on or before December 1 of the preceding calendar year.

                  4.1.2 Committee Discretion. Notwithstanding Section 4.1.1 and
in addition to any other power or discretion granted to the Committee, the
Committee may, in its sole discretion and on a case-by-case basis, permit one or
more Eligible Employees to elect to defer



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more than 50% of his Salary. In the event that the Committee permits one or more
Eligible Employees to defer more than 50% of his Salary, the amount permitted to
be deferred shall not exceed the amount necessary to permit the Eligible
Employee to make contributions, as elected by or required of the Eligible
Employee, under employee benefit plans, and to have withheld applicable federal,
state and local income or payroll tax and such other amounts as determined
appropriate by the Committee.

                  4.1.2 Initial Election Period. Each Eligible Employee may
elect to defer Compensation by filing with the Director of Human Resources an
election, on a form provided by the Committee, no later than the last day of his
Initial Election Period. An election to defer Compensation during the Initial
Election Period shall be effective with respect to the Participant's Salary
earned during the first pay period beginning after the election and with respect
to the portion of the Participant's Bonus attributable to the portion of the
calendar year following the election. For the short Plan Year beginning November
29, 1999 and ending on December 31, 1999, the Committee may keep in effect any
election made by a Participant under the Prior Plan for the 1999 Plan Year of
the Prior Plan.

                  4.1.3 Elections other than Elections during the Initial
Election Period. Subject to the limitations of Section 4.1.2 above, any Eligible
Employee who fails to elect to defer Compensation during his Initial Election
Period may subsequently elect to defer Compensation, and any Eligible Employee
who has terminated a prior Salary deferral election may elect to again defer
Salary, by filing with the Director of Human Resources 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 Director of Human Resources on or before December 1 of the preceding
calendar year. An election to defer Bonus payable with respect to services
rendered during a calendar year must be filed with the Director of Human
Resources on or before December 1 of the preceding calendar year.

                  4.1.4 Duration of Salary Deferral Election. Any Salary
deferral election made under Section 4.1.2 or Section 4.1.3 shall remain in
effect, notwithstanding any change in the Participant's Salary, until changed or
terminated in accordance with the terms of this Section 4.1.2.4; provided,
however, that such election shall terminate for any Plan Year for which the
Participant is not an Eligible Employee. A Participant may increase, decrease or
terminate his 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 4.1, with the Director of Human Resources on or before December 1 of the
preceding calendar year.

                  4.1.5 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 Bonus. Such election
shall be on forms provided by the Committee and shall be filed with the Director
of Human Resources 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.



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                  4.1.6 Extension of Election Deadline. Notwithstanding the
foregoing provisions of this Section 4.1, the Committee may extend the deadline
for filing elections set forth in Sections 4.1.3, 4.1.4 and 4.1.5 from December
1 of a particular calendar year as the Committee shall determine. The Committee
shall give notice of such extension to all Eligible Employees.

         4.2 Investment Elections.

                  4.2.1 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 Director of Human Resources 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 4.2.1, 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 4.2.1 by
filing with the Director of Human Resources 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
4.2.1, any prior election shall remain in effect or, if there is no prior
election of types of funds, any deferral election made by the Participant shall
be void. 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 4.2.1,
he shall be deemed to have elected the fund or contract designated by the
Committee as the default fund.

                  4.2.2 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



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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.

         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 balance 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.

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 his
Payment Eligibility Date. The amount payable to a Participant shall be the
amount credited to the Participant's Account as of his Payment Eligibility Date.

                  7.1.2 Payment Prior to Payment Eligibility Date. A Participant
may elect by filing with the Director of Human Resources a form substantially as
set forth in Exhibit "B" attached hereto 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 not distributed to the Participant shall be
forfeited to the Company; the amount 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; the Participant shall be prohibited from
participating in the Plan for the balance of the Plan Year in which this
distribution is made and the following Plan Year; and any elections previously
made pursuant to Article 4 of this Plan shall cease to be effective.



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         7.2 Form of Distribution.

                  7.2.1 Pre-Retirement Distributions. If a Participant's Payment
Eligibility Date occurs prior to the date of his Retirement, the Participant's
Account shall be paid to such Participant in the form of payment elected by the
Participant from among the forms available under Section 7.2.3 or, if no
election is made on a timely basis, in a single lump sum.

                  7.2.2 Post-Retirement Distributions. If a Participant's
Payment Eligibility Date occurs on or after the date of his 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 sixty quarterly installments. Such installment payments shall
commence on the Participant's Payment Eligibility Date or as soon thereafter as
is practicable and shall continue on the first day of each of the 59 calendar
quarters thereafter.

                  7.2.3 Election of Optional Form of Distributions.
Notwithstanding the provisions of Section 7.2.2, a Participant whose Payment
Eligibility Date occurs on or after the date of his Retirement may elect to
receive distribution of his Account balance in a single lump sum, twenty
quarterly installments, or forty quarterly installments provided that at least
one year prior to his Payment Eligibility Date, the Director of Human Resources
receives from the Participant a notice, in substantially the form of Exhibit "C"
attached hereto, that the Participant elects to receive payment in one of such
optional forms. Any such payment shall be made or commence to be made as of the
Participant's Payment Eligibility Date. Any election made pursuant to this
Section 7.2.3 may be revoked by filing notice of such revocation with the
Director of Human Resources on or before the date which is one year prior to the
Participant's Payment Eligibility Date.

                  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 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.



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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 elections 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 (1) or (2):

         (1)      the greatest of (i) the amount of insurance coverage in effect
                  on December 31, 1998, if applicable, (ii) the Participant's
                  Account balance as of a relevant time or (iii) $1,000,000; or

         (2)      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 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.



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                  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 Chief Financial Officer of Teledyne Technologies Incorporated.
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.

         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:

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

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

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



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

                  o        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;

                  o        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

                  o        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.

         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 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 Director
of Human Resources, 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




                                     - 11 -
<PAGE>   14

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 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 Personnel
and Compensation Committee of the Company's Board of Directors may amend,
modify, suspend or terminate the Plan in whole or in part 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.



                                     - 12 -
<PAGE>   15

         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. The Company has
assumed the payment liabilities with respect to Participants in this Plan from
the Prior Plan and indemnified Allegheny Teledyne Incorporated from any and all
payment liabilities with respect to the amount of benefits accrued prior to the
Effective Date.

         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.


                                     - 13 -
<PAGE>   16



                                    EXHIBIT A
                             BENEFICIARY DESIGNATION

         I hereby designate the following individual or entity to receive any
benefits to which I am entitled under the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan if such benefits become payable after my
death:

Name:
Address:
Relationship:
Social Security or Tax Identification Number:


I understand and acknowledge that if I am married on the date of my death and I
have designated above someone other than the individual who is my spouse on the
date of my death, such designation shall not be effective unless my spouse
consents in writing as set forth on the following page in the presence of a
notary.


Date                               Signature


                                   Printed Name


<PAGE>   17




                   SPOUSAL CONSENT TO BENEFICIARY DESIGNATION

         I am the spouse of _____________________. I hereby consent to the
designation made by my spouse of ____________________ as the beneficiary under
the Teledyne Technologies Incorporated Executive Deferred Compensation Plan. I
understand that this consent is valid only with respect to the naming of the
beneficiary indicated on the prior page and that the designation of any other
beneficiary will not be valid unless I consent in writing to such designation.

         This consent is being voluntarily given, and no undue influence or
coercion has been exercised in connection with my consent to the designation
made by my spouse of the beneficiary named on the prior page rather than myself
as the beneficiary under the Teledyne Technologies Incorporated Executive
Deferred Compensation Plan.


Date                                 Spouse's Signature


                                     Print Spouse's Name



State of __________________

County of__________________

         On __________ (date) before me _______________(name, title) personally
appeared ___________________________ (name of spouse)

                          personally known to me (or)

                          proved to me on the basis of
                          satisfactory evidence

to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person executed the
instrument.

         WITNESS my hand and official seal.


                                 Signature of Notary


<PAGE>   18




                                    EXHIBIT B
                 DISTRIBUTION PRIOR TO PAYMENT ELIGIBILITY DATE

         Pursuant to Section 7.1.2 of the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan (the "Plan"), I hereby elect to receive
distribution of ninety percent (90%) of my account balance under the Plan within
thirty days of the receipt of this election by the Director of Human Resources
of Teledyne Technologies Incorporated.

         I understand and acknowledge that as a result of this election:

         1. The balance of my account under the Plan not distributed to me shall
be forfeited to Teledyne Technologies Incorporated;

         2. I shall be prohibited from participating in the Plan for the balance
of the Plan Year in which this distribution is made and the following Plan Year;

         3. Any deferral elections previously made pursuant to Article 4 of the
Plan shall cease to be effective; and

         4. The pre-distribution death benefit provided under the Plan shall
cease to be available to my beneficiary following this distribution. If I resume
participation in the Plan to the extent permitted by the Plan in accordance with
paragraph 2 above, my beneficiary may again be eligible to receive a death
benefit under the Plan but such death benefit shall be computed only with
respect to allocations to my account under the Plan following such distribution
and prior to my date of death.


Date                             Signature


                                 Printed Name


                                 Received by Teledyne Technologies Incorporated

                                 on

                                 by



<PAGE>   19



                                    EXHIBIT C
                        ELECTION OF FORM OF DISTRIBUTION

         Pursuant to Section 7.2.3 of the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan (the "Plan"), I hereby notify Teledyne
Technologies Incorporated that instead of receiving distribution of my Account
balance under the Plan in sixty quarterly installments, I hereby elect that my
Account balance under the Plan be paid to me in one of the following forms:

                forty quarterly installments;

                twenty quarterly installments; or

                a single lump sum.

         I understand that in order for this election to be effective:

         1. This notice must be received by Teledyne Technologies Incorporated,
c/o the Director of Human Resources, 2049 Century Park East, 15th Floor, Los
Angeles, California 90067, at least one year prior to my Payment Eligibility
Date; and

         2. My Payment Eligibility Date, as that term is defined in the Plan,
must occur on or after the date as of which I commence to receive a benefit
under a pension plan maintained by Teledyne Technologies Incorporated or a
subsidiary, the date as of which I commence to receive disability benefits under
the long-term disability plan of Teledyne Technologies Incorporated or a
subsidiary, or, if I am not entitled to benefits under the long-term disability
plan of Teledyne Technologies Incorporated or a subsidiary, the date the
Administrative Committee of the Plan determines is the first date I satisfy the
definition of disability set forth in such disability plan.


Date                               Signature
                                   Printed Name

Received by Teledyne Technologies
   Incorporated

                                   on

                                   by