Exhibit 10.1

TAX SHARING AND INDEMNIFICATION AGREEMENT

THIS TAX SHARING AND INDEMNIFICATION AGREEMENT (the "Agreement"), dated as of November 29, 1999, is made by and between Allegheny Teledyne Incorporated, a Delaware corporation ("ATI") on behalf of itself and each member of the ATI Consolidated Group, and Teledyne Technologies Incorporated, a Delaware corporation ("SPINCO"), on behalf of itself and each member of the SPINCO Group and their respective successors.

Witnesseth:

WHEREAS, ATI has determined to effect the Distribution pursuant to the Distribution Agreement;

WHEREAS, the IRS has issued the IRS Ruling which states the tax treatment of the Distribution and the Other Transactions;

WHEREAS, the parties are entering into this Agreement to ensure the continuing effectiveness of the IRS Ruling, to provide for certain indemnities, and to provide for various administrative matters relating to Taxes, including:

1. the preparation and filing of Tax Returns along with the payment of Taxes shown due and payable thereon;

2. the retention and maintenance of relevant records necessary to prepare and file appropriate Tax Returns, as well as providing for appropriate access to those records by the parties to this Agreement;

3. the conduct of audits, examinations, and proceedings by appropriate government entities which could result in a redetermination of Taxes; and

4. the cooperation of all parties with one another in order to fulfill their duties and responsibilities under this Agreement and under the Code and other applicable law; and

WHEREAS, it is the intent of the parties that SPINCO or the appropriate member of the SPINCO Group shall economically bear the burden of all Taxes otherwise imposed upon or attributable to the Operations of members of the SPINCO Group occurring after the Effective Date, and that SPINCO will be responsible for and reimburse ATI for any Incremental Tax Assessment.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1 DEFINITIONS. For the purposes of this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural of the terms involved):

ADJUSTMENT means any final change in the Tax Liability of a taxpayer.

AFFILIATE means, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person.

AFFILIATED PERSON has the meaning ascribed to such term in the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

AGREEMENT means this Tax Sharing and Indemnification Agreement.

ASSOCIATES has the meaning ascribed to such term in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

ATI CONSOLIDATED RETURN means any Tax Return that includes any member of the ATI Consolidated Group.

ATI CONSOLIDATED GROUP means, as of any relevant date, ATI and its Subsidiaries, determined as of such date.

BENEFICIAL OWNERSHIP has the meaning ascribed to such term in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

BUSINESS TAXES means any Tax (except for federal income, state income or franchise, and local and foreign gross or net income) including interest, penalties, and other assessments thereon that is attributable to Operations of SPINCO or members of the SPINCO Group for a tax period ending prior to or including the Effective Date.

BUSINESS TAX RETURNS means all reports, estimates, declarations of estimated tax, information statements and returns relating to or required to be filed in connection with any Business Taxes, including information returns or reports with respect to backup withholding and other payments to third parties.

CODE means the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder.

COMBINED RETURN shall mean all state income tax returns which ATI files on a combined or unitary basis with respect to some or all of its Subsidiaries.

DISQUALIFIED SPINCO STOCK is defined at Section 5.2.

DISTRIBUTION means the distribution of SPINCO common stock to the stockholders of ATI pursuant to the Distribution Agreement.

DISTRIBUTION AGREEMENT means the Separation and Distribution Agreement among ATI, SPINCO and certain other parties dated as of November 29, 1999.

EFFECTIVE DATE means the date on which the Distribution occurs.

EFFECTIVE TIME means 5 p.m., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the Effective Date.

FINAL DETERMINATION means the final resolution of any Tax matter. A Final Determination shall result from the first to occur of:

1. the expiration of 30 days after the IRS's acceptance of a Waiver of Restrictions on Assessment and Collection of Deficiency in Tax and Acceptance of Overassessment on Form 870 or 870-AD (or any successor comparable form) (the "Waiver"), except as to reserved matters specified therein, or the expiration of 30 days after acceptance by any other taxing authority of a comparable agreement or form under the laws of any other jurisdiction, including state, local, and foreign jurisdictions; unless, within such period, the taxpayer gives notice to the other party to this Agreement of the taxpayer's intention to attempt to recover all or part of any amount paid pursuant to the Waiver by the filing of a timely claim for refund;

2. a decision, judgment, decree, or other order by a court of competent jurisdiction that is not subject to further judicial review (by appeal or otherwise) and has become final;

3. the execution of a closing agreement under Code Section 7121, or the acceptance by the IRS of an offer in compromise under Code
Section 7122, or comparable agreements under the laws of any other jurisdiction, including state, local, and foreign jurisdictions, except as to reserved matters specified therein;

4. the expiration of the time for filing a claim for refund or for instituting suit in respect of a claim for refund that was disallowed in whole or in part by the IRS or any other taxing authority;

5. the expiration of the applicable statute of limitations; or

6. an agreement by the parties hereto that a Final Determination has been made.

GROSS ASSET VALUE means, when used with respect to a specified Person, the fair market value of such Person's assets unencumbered by any liabilities.

GROUP has the meaning ascribed to such term in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

INCREMENTAL TAX ASSESSMENT means any increase in Business Taxes imposed upon ATI after the date hereof.

INDEMNIFIED LIABILITY is defined at Section 7.1.

INDEMNIFIED PARTY is defined at Section 6.1.

INDEMNIFYING PARTIES is defined at Section 6.1.

INTERNAL DISTRIBUTIONS means the distributions of SPINCO common stock by Teledyne Industries, Inc. to TDY Holdings, LLC, a Delaware limited liability company wholly owned by ATI, and by TDY Holdings, LLC to ATI.

IRS means the U.S. Internal Revenue Service.

IRS INTEREST RATE means the rate of interest imposed from time to time on underpayments of income tax pursuant to Code Section 6621(a)(2).

IRS RULING means the private letter ruling (together with any supplements) issued by the IRS in respect of the Ruling Request.

OPERATIONS means any business activity of any SPINCO business unit, as described in the Ruling Request.

OTHER TRANSACTIONS means the Internal Distributions and all other transactions related to the Distribution and described in the Ruling Request, including all modifications to such transactions reflected in supplements to the Ruling Request.

PERSON means any natural person, corporation, limited liability company, business trust, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

POST-DISTRIBUTION PERIOD means any taxable period that begins after the Effective Date.

PRE-DISTRIBUTION PERIOD means any taxable period that ends on or before the Effective Date.

PROCEEDING is defined at Section 8.2(a).

PUBLIC OFFERING means the first public offering of SPINCO common stock following the Distribution. The gross proceeds of such Public Offering shall be approximately $125 million or such other amount as ATI, in its sole discretion, may approve.

RESTRICTED PERIOD means the two year period following the Effective Date.

RESTRICTED REDEMPTION PERIOD means the two year period beginning on the Effective Date and ending two years following the Public Offering.

RULING REQUEST means the request for ruling (including all exhibits), under Section 355, and other provisions of the Code, as originally filed on behalf of ATI on April 6, 1999, as amended and supplemented, in respect of the Distribution.

SPINCO GROUP means: (i) as of any relevant date after the Effective Date, SPINCO and its Subsidiaries determined as of such date; and (ii) as of any relevant date on or before the Effective Date, SPINCO and those businesses which become part of SPINCO or its Subsidiaries as contemplated by the Distribution Agreement, whether or not such Persons or businesses were Subsidiaries of SPINCO before the Distribution.

STRADDLE PERIOD means any taxable period with respect to a Tax Return, that begins on or before the Effective Date and ends after the Effective Date.

SUBSIDIARY means with respect to ATI or SPINCO, any Person of which ATI or SPINCO, respectively, controls or owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of members to the board of directors or similar governing body.

TAXES means all federal, state, local and foreign gross or net income, gross receipts, withholding, payroll, franchise, transfer, sales, use, value added, estimated or other taxes of any kind whatsoever or similar charges and assessments, such as customs, duties and the like, or other amounts paid in respect thereof, including all interest, penalties and additions imposed with respect to such amounts.

TAX LIABILITY means the net amount of Taxes due and paid or payable for any taxable period, determined after applying all tax credits and all applicable carrybacks or carryovers for net operating losses, net capital losses, unused general business tax credits, or any other Tax items arising from a prior or subsequent taxable period, and all other relevant adjustments.

TAX RETURNS means all reports, estimates, declarations of estimated tax, information statements and returns relating to or required to be filed in connection with any Taxes, other than Business Taxes, including information returns or reports with respect to backup withholding and other payments to third parties.

ARTICLE II
FILING OF TAX RETURNS AND PAYMENT OF TAXES

SECTION 2.1. TAX RETURNS REQUIRED TO BE FILED PRIOR TO DISTRIBUTION DATE. ATI shall file or cause to be filed all Tax Returns of ATI and any member of the ATI Consolidated Group required to be filed (after giving effect to any valid extension of time in which to make such filings) prior to the Effective Date and shall pay or cause to be paid any Tax Liability due with respect to such Tax Returns.

SECTION 2.2. TAX RETURNS FOR PRE-DISTRIBUTION PERIODS.

(a) SPINCO shall prepare or cause to be prepared, consistent with past practice, Business Tax Returns for the Pre-Distribution Period and shall pay or cause to be paid any Tax Liability due with respect to such Business Tax Returns. ATI will promptly notify SPINCO of any audit, assessment, notice, levy, or questionnaire with respect to Business Taxes. SPINCO shall control all matters relating to such Business Taxes and shall pay or cause to be paid and/or indemnify ATI or cause ATI to be indemnified, whatever the case may be, for and defend and hold ATI harmless against any Incremental Tax Assessment set forth in a Final Determination of Business Taxes. Payment to ATI with respect to such Incremental Tax Assessment shall be made in the same manner as if SPINCO were an Indemnifying Party as set forth in Section 8.3.

(b) Except as provided in Section 2.2(a), ATI shall prepare or cause to be prepared, for Pre-Distribution Periods, all (1) Combined Returns and (2) Tax Returns required to be filed on a separate return basis by any member of the ATI Consolidated Group, in each case, which Tax Returns are not required to be (after giving effect to any valid extensions), and are not, filed on or prior to the Effective Date and shall pay or cause to be paid any Tax Liability due with respect to such Tax Returns. With respect to Tax Returns described in this
Section 2.2(b), ATI shall prepare the returns in a manner, absent any intervening law change, consistent with ATI's preparation of Tax Returns covered by Section 2.1. With respect to any Tax Returns described in part (2) of the first sentence of this Section 2.2(b) relating to a member of the SPINCO Group, ATI shall file such Tax Returns with the appropriate tax authority, pursuant to a power of attorney executed and delivered to ATI by SPINCO pursuant to Section 10.15 hereof and shall pay or cause to be paid any Tax Liability due with respect to such Tax Returns.

(c) Notwithstanding Section 2.2(a), ATI will be responsible for paying Business Taxes that arise directly from the Distribution and Other Transactions. For this Section 2.2(c) to apply, ATI must consent in writing, which consent shall not be unreasonably withheld, that the amount of such Business Taxes has been correctly determined. In addition, ATI shall have the right to control any audit, litigation or proceeding regarding such Business Taxes.

SECTION 2.3. TAX RETURNS FOR POST-DISTRIBUTION PERIODS. SPINCO shall
(a) prepare and file or cause to be prepared and filed all Tax Returns required to be filed by any member of the SPINCO Group for any Post-Distribution Period and (b) pay or cause to be paid any Tax Liability due with respect to such Tax Returns.

SECTION 2.4. TAX RETURNS FOR STRADDLE PERIOD. ATI shall prepare all Tax Returns of or which include any member of the SPINCO Group for a Straddle Period. ATI shall pay or cause to be paid and shall defend, indemnify and hold SPINCO and members of the SPINCO Group harmless against the Tax Liabilities attributable to the affected member or members of the SPINCO Group for the portion of the Straddle Period ending on the Effective Date and SPINCO shall pay or cause to be paid and shall defend, indemnify, and hold ATI and members of the ATI Consolidated Group harmless against the Tax Liabilities attributable to the affected member or members of the SPINCO Group for the remainder of the Straddle Period beginning with the day after the Effective Date. ATI's determination of Tax Liabilities up to and following the Effective Date shall be based on ATI's interim closing of the books, determined as of the Effective Time, of the affected member or members of the SPINCO Group.

SECTION 2.5. TAX-BASIS BALANCE SHEETS. In the case of any business that was conducted prior to the Effective Date as a division of ATI, its Subsidiaries or a member of the ATI Consolidated Group and which will be conducted after the Effective Date by a member of the SPINCO Group, ATI shall prepare and furnish to SPINCO, within 120 days after the Effective Date, a tax-basis balance sheet, prepared consistent with past practices, relating to such business as of the Effective Date.

ARTICLE III
COOPERATION AND EXCHANGE OF INFORMATION; AUDITS AND ADJUSTMENTS;

SECTION 3.1. TAX RETURN INFORMATION

(a) SPINCO shall, and shall cause each appropriate member of the SPINCO Group to, provide ATI with all information and other assistance reasonably requested by ATI to enable the members of the ATI Consolidated Group to prepare and file ATI Consolidated Returns required to be filed by the ATI Consolidated Group pursuant to this Agreement.

(b) ATI shall, and shall cause each appropriate member of the ATI Consolidated Group to, provide SPINCO with all information and other assistance reasonably requested by SPINCO to enable the members of the SPINCO Group to prepare and file SPINCO Returns required to be filed by the SPINCO Group pursuant to this Agreement.

(c) Within 60 days of the Effective Date, SPINCO shall provide and cause each appropriate member of the SPINCO Group to provide to ATI customary tax packages prepared consistent with past practice for any Pre-Distribution Period or Straddle Period.

SECTION 3.2. AUDITS AND ADJUSTMENTS

(a) Except as provided for in Section 3.3, ATI shall have full control over and absolute discretion with respect to all matters relating to any Tax Return covered by Section 2.1, Section 2.2 or Section 2.4.

(b) SPINCO shall have full control over and absolute discretion with respect to all Tax Returns covered by Section 2.3.

(c) SPINCO agrees to cooperate with ATI in the negotiation, settlement, and litigation of or other proceeding regarding any liability for or refund of Taxes of any member paid or payable by the ATI Consolidated Group.

(d) ATI agrees to cooperate with SPINCO in the negotiation, settlement, and litigation of or other proceeding regarding any liability for Taxes paid or payable by any member of the SPINCO Group.

(e) ATI will promptly notify SPINCO in writing of any Adjustment involving a change in the tax basis of any asset of SPINCO, specifying the nature of the change so that the SPINCO Group will be able to reflect the revised basis in its tax books and records for periods beginning on or after the Effective Date.

(f) In the event of a conflict between the operation of this Section 3.2 and Articles VI, VII, or VIII, those Articles will take precedence over this
Section 3.2.

SECTION 3.3. CARRYBACKS. SPINCO shall make an election under Section 172(b)(3) of the Code to relinquish the entire carryback period with respect to any net operating loss attributable to SPINCO or any of its Subsidiaries in any taxable period beginning after or including the Effective Date that could be carried back to a taxable year of SPINCO or any Subsidiaries ending on or before the Effective Date. Neither ATI nor any member of the ATI Consolidated Group shall be required to pay to SPINCO or its Subsidiaries any refund or credit of Taxes that results from the carryback to any taxable period ending on or before the Effective Date of any net operating loss, capital loss, or tax credit attributable to SPINCO or any of its Subsidiaries in any taxable period beginning after or including the Effective Date.

ARTICLE IV
RETENTION OF RECORDS; STATUTES OF LIMITATIONS

SECTION 4.1. RETENTION OF RECORDS. ATI and SPINCO agree to retain the appropriate records which may affect the determination of the liability for Taxes of any member of the ATI Consolidated Group or the SPINCO Group, respectively, until such time as there has been a Final Determination with respect to such liability for Taxes. A party may satisfy its obligations under the preceding sentence by allowing the other party to duplicate records at such second party's expense.

SECTION 4.2. DESTRUCTION OF RECORDS. Any member of the SPINCO Group intending to destroy any materials, records, or documents relating to Taxes shall provide ATI 90 days advance notice and the reasonable opportunity to copy or take possession of such materials, records, or documents.

SECTION 4.3. STATUTE OF LIMITATIONS. ATI and SPINCO will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which any materials, records, or documents must be retained.

ARTICLE V
REPRESENTATIONS AND COVENANTS

SECTION 5.1. COMPLIANCE WITH IRS RULING. SPINCO shall, and shall cause each member of the SPINCO Group to, comply with each representation and statement concerning SPINCO and the SPINCO Group made in the Ruling Request and in the materials submitted to the IRS in connection with the Ruling Request, including, without limitation, statements relating to actions regarding the Public Offering and the use of Public Offering proceeds by the SPINCO Group. SPINCO has reviewed the materials submitted to the IRS in connection with the Ruling Request and represents to ATI that these materials, including without limitation, any statements and representations concerning SPINCO, its business operations, capital structure and/or organization, are complete and accurate. During the Restricted Period, neither SPINCO nor any member of the SPINCO Group shall take any action, refrain from taking any action or enter into any transaction or series of transactions or agree to take any action, refrain from taking any action or enter into any transaction or series of transactions that could jeopardize the tax-free status of the Distribution, including any action, inaction or transaction that would be inconsistent with any representation or statement made to the IRS in connection with the Ruling Request, unless prior thereto SPINCO obtains the express written consent of ATI which consent will be granted, if at all, in the sole discretion of ATI. SPINCO hereby represents and warrants to ATI that SPINCO has no intention to undertake or allow to be undertaken any of the transactions set forth in Section 5.2(a)(iii), nor does SPINCO or any member of the SPINCO Group have any intention to cease to engage in the active conduct of its trade or business (within the meaning of Section 355(b)(2) of the Code).

SECTION 5.2. COVENANTS.

(a) Without limiting the generality of Section 5.1, SPINCO and each member of the SPINCO Group jointly and severally covenant and agree with ATI that during the Restricted Period or, in the case of a transaction described in
Section 5.2(a)(iii)(4), the Restricted Redemption Period:

(i) SPINCO and the members of the SPINCO Group will continue to engage in its business, and will continue to maintain a substantial portion of their respective assets and business operations, as they existed immediately prior to the Distribution; provided that the foregoing shall not be deemed to prohibit SPINCO and the members of the SPINCO Group from entering into or acquiring other businesses or operations or from disposing of or shutting down segments of such Businesses so long as SPINCO and the members of the SPINCO Group continue to engage in such businesses and continue to so maintain such substantial portion of their assets and business operations;

(ii) SPINCO will continue to manage and to own (A) directly, assets which represent at least 50% of the Gross Asset Value which SPINCO managed and owned directly immediately after the Distribution, and (B) directly or indirectly, through one or more entities, assets which represent at least 50% of the Gross Asset Value which SPINCO owned indirectly through one or more entities immediately after the Distribution;

(iii) Except as provided in Section 5.2(c), neither SPINCO nor any of its Affiliates nor any of its or their respective directors, officers or other representatives (acting in their capacity as directors, officers, or representatives) will undertake, authorize, approve, recommend, permit, facilitate, or enter into any contract, or consummate any transaction with respect to:

(1) the issuance of SPINCO common stock (including options, warrants, rights or securities exercisable for, or convertible into, SPINCO common stock) in a single transaction or in a series of related or unrelated transactions (including the Public Offering) which represents (treating any such options, warrants, rights, or securities as exercised or converted) 40% or more of the outstanding shares of SPINCO common stock;

(2) the issuance of any class or series of capital stock or any other instrument (other than SPINCO common stock and options, warrants, rights or securities exercisable for, or convertible into, SPINCO common stock) that would constitute equity for federal tax purposes (such classes or series of capital stock and other instruments being referred to herein as "Disqualified SPINCO Stock");

(3) the issuance of any options, rights, warrants, securities or similar arrangements exercisable for, or convertible into, Disqualified SPINCO Stock;

(4) any redemptions, repurchases or other acquisitions of capital stock or other equity interests in SPINCO by SPINCO; and/or

(5) the dissolution, merger, or complete or partial liquidation of SPINCO or any announcement of such action.

(b) In addition to the other representations, warranties, covenants and agreements set forth in this Agreement, SPINCO and each member of the SPINCO Group will take, or refrain from taking, as the case may be, such actions as ATI may request to ensure that the Distributions and the Other Transactions qualify for the tax-free treatment stated in the IRS Ruling, including, without limitation, such actions as ATI determines may be necessary to preserve the validity of the IRS Ruling. Without limiting the generality of the foregoing, SPINCO and the SPINCO Group shall cooperate with ATI if ATI, in its sole discretion, determines to obtain additional or supplemental IRS rulings pertaining to whether any actual or proposed change in facts and circumstances affects the tax-free status of the Distribution or the Other Transactions. Regardless of the fact that ATI shall control matters set forth in the preceding sentence of this Section 5.2(b), the ATI Consolidated Group, on one hand, and SPINCO and the SPINCO Group, on the other

hand, shall equally bear responsibility for all expenses associated with any such additional or supplemental IRS rulings; provided, however, that any expenses associated with any additional or supplemental IRS Rulings based on a proposed action or omission by SPINCO or a member of the SPINCO Group will be borne solely by SPINCO.

(c) Following the Effective Date, SPINCO and its Affiliates shall not take any action or engage in conduct otherwise prohibited by Section 5.2 unless prior to such action or conduct, as the case may be, SPINCO receives express written consent from ATI which consent will be granted, if at all, in the sole discretion of ATI.

(d) SPINCO will consummate the Public Offering within one year after the Effective Date and will use the Public Offering proceeds in the manner and during time periods set forth in the Ruling Request.

(e) If, within two years after the Public Offering, SPINCO disposes of any assets, other than inventory, SPINCO will use the proceeds (net of tax and transaction costs) from such disposition in a manner that is, in ATI's sole discretion, consistent with the business purpose of expanding SPINCO's business as set forth in the Ruling Request.

ARTICLE VI
SPINCO INDEMNITY OBLIGATIONS

SECTION 6.1. SPINCO INDEMNITY. If SPINCO, or another member (or former member) of the SPINCO Group (collectively, the "Indemnifying Parties") takes or fails to take any action whether or not prohibited or required by Article V or violates a representation or covenant in Article V or in the Ruling Request, and the Distribution or any of the Other Transactions fail to or otherwise do not qualify for the tax treatment stated in the IRS Ruling as a result of such action, failure to take action, or violation, then the Indemnifying Parties shall jointly and severally defend, indemnify and hold harmless ATI and each member of the ATI Consolidated Group and each of their respective directors, officers, employees, agents or other representatives (collectively, and/or individually, as the case may be, the "Indemnified Party") against any liability for such Taxes which the Indemnified Party may assume or otherwise incur and any and all Taxes or other liabilities directly or indirectly imposed upon or incurred by the Indemnified Party as a result of such failure or lack of qualification, including, without limitation, any liability of the Indemnified Party arising from Taxes imposed on stockholders of ATI whether or not any stockholder or stockholders of ATI, or the IRS or other taxing authority, successfully seeks recourse against the Indemnified Party on account of any such failure.

SECTION 6.2. TENDER OFFER OR PURCHASE OFFER. Notwithstanding anything to the contrary set forth in this Agreement, if, during the Restricted Period, any Person or Group of Affiliated Persons or Associates acquires Beneficial Ownership of SPINCO common stock (or any other class of outstanding SPINCO stock) or commences a tender or other purchase offer for the capital stock of SPINCO or initiates any other form of transaction to acquire directly or indirectly SPINCO capital stock, upon consummation of which such Person or Group of Affiliated Persons or Associates would acquire Beneficial Ownership of SPINCO common stock

(or any other class of outstanding SPINCO stock or equity) and as a result thereof the Distribution or any of the Other Transactions shall fail to or otherwise do not qualify for the tax treatment stated in the IRS Ruling then the Indemnifying Parties shall defend, indemnify and hold harmless the Indemnified Party against any liability for Taxes which the Indemnified Party may assume or otherwise incur and any and all Taxes or other liabilities directly or indirectly imposed upon or incurred by any Indemnified Party and/or its stockholders as a result of such failure.

SECTION 6.3. EFFECT OF EXPRESS WRITTEN CONSENT OF ATI. The Indemnified Party shall be defended, indemnified and held harmless under Section 6.1 without regard to the fact that the Indemnifying Party may have received the express written consent of ATI as contemplated by Article V. The Indemnified Party shall be defended, indemnified and held harmless under Section 6.2 whether or not the acquisition of Beneficial Ownership results from a transaction which is not prohibited under Article V.

ARTICLE VII
CALCULATION OF SPINCO INDEMNITY AMOUNTS

SECTION 7.1. AMOUNT OF INDEMNITY. The amount indemnified against under Article VI ("Indemnified Liability") for a Tax based on or determined with reference to income shall be deemed to be, for each applicable taxing jurisdiction, an amount determined by multiplying (i) the taxing jurisdiction's highest marginal corporate income or tax rate for the taxable period in which the Distribution or Other Transaction occurs, times (ii) the gain or income of the Indemnified Party which is subject to such Tax. In the case of other Indemnified Liabilities, the amount of the Indemnified Liability shall be equal to the amount so owed. In addition, the amount of any Indemnified Liability shall be increased by any interest, costs, legal and professional fees, additions, expenses and penalties incurred by the Indemnified Party. All amounts payable under this Article VII shall, to the extent that such amounts constitute taxable income, be grossed-up, based on the tax rate referred to in clause (i) of the first sentence of this Section 7.1.

ARTICLE VIII
PROCEDURAL ASPECTS OF SPINCO INDEMNITY

SECTION 8.1. GENERAL.

(a) If either the Indemnified Party or any of the Indemnifying Parties receives any written notice of deficiency, claim or adjustment or any other written communication from a taxing authority or any other Person that may result in an Indemnified Liability, the party receiving such notice or communication shall promptly give written notice thereof to the other parties, provided that any delay by the Indemnified Party in so notifying an Indemnifying Party shall not relieve the Indemnifying Party of any liability hereunder, except to the extent the Indemnifying Party is materially and adversely prejudiced by such delay.

(b) Each party hereto undertakes and agrees that from and after such time as it obtains knowledge that any representative of a taxing authority has begun to investigate or inquire into the Distribution or any of the Other Transactions (whether or not such investigation or inquiry is a

formal or informal investigation or inquiry), such party shall (i) notify the other parties thereof, provided that any delay by the Indemnified Party in so notifying the Indemnifying Party shall not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party is materially and adversely prejudiced by such delay), (ii) consult with the other parties from time to time as to the conduct of such investigation or inquiry, (iii) provide the other parties with copies of all correspondence with such taxing authority or any representative thereof or other Person pertaining to such investigation or inquiry, and (iv) arrange for a representative of the other parties to be present at all meetings with such taxing authority or any representative thereof pertaining to such investigation or inquiry.

(c) SPINCO undertakes and agrees to give full cooperation and support to ATI, including without limitation, attestations and/or access to Information, as requested by ATI, to document and verify the use of the Public Offering proceeds in the manner and during the time period set forth in the Ruling Request. SPINCO will submit a quarterly accounting to ATI, due within 30 days after the end of each calendar quarter, which sets forth in detail the use of Public Offering proceeds. This information will be submitted to ATI in a format substantially similar to the chart attached hereto as Appendix I.

SECTION 8.2. CONTESTS.

(a) If (i) the Indemnifying Party furnishes the Indemnified Party with evidence satisfactory to the Indemnified Party of its ability to pay the full amount of the Indemnified Liability and (ii) such Indemnifying Party acknowledges in writing that the asserted liability is an Indemnified Liability, such Indemnifying Party may assume and direct the tax examination, administrative appeal, hearing, arbitration, suit or other proceeding (each a "Proceeding") commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of such Indemnified Liability.

(b) Notwithstanding the foregoing, if at any time during a Proceeding controlled by the Indemnifying Party pursuant to Section 8.2(a), such Indemnifying Party fails to provide evidence satisfactory to the Indemnified Party of its continuing ability to pay the full amount of the Indemnified Liability or the Indemnified Party determines that such Indemnifying Party may be unable to pay the full amount of the Indemnified Liability, then the Indemnified Party may immediately assume control of and direct the Proceedings.

(c) During the period in which the Indemnifying Party assumes and directs the Proceeding, if the Indemnified Liability is grouped with other unrelated asserted liabilities or issues in the Proceeding, the parties shall use their respective best efforts to cause the Indemnified Liability to be the subject of a separate proceeding. If such severance is not possible, the Indemnifying Party shall assume and direct and be responsible only for the matters relating to the Indemnified Liability.

(d) In addition to the amounts referred to in Section 6.1, an Indemnifying Party shall pay all out-of-pocket expenses and other costs related to the Indemnified Liability, including but not limited to fees for attorneys, accountants, expert witnesses or other consultants retained by

such Indemnifying Party and/or the Indemnified Party with respect to a claim pursuant to this Agreement. To the extent that any such expenses and other costs have been or are paid by an Indemnified Party, the Indemnifying Party shall promptly upon written request reimburse the Indemnified Party therefor.

(e) An Indemnifying Party shall not pay (unless otherwise required by a proper notice of levy and after prompt written notification to the Indemnified Party of receipt of notice and demand for payment), settle, compromise or concede any portion of the Indemnified Liability without the express written consent of the Indemnified Party. An Indemnifying Party shall, on a timely basis, keep the Indemnified Party informed of all developments in the Proceeding and provide the Indemnified Party with copies of all pleadings, briefs, orders, and other written papers; provided that in the event that the Indemnifying Party determines that the providing of a written paper could waive an attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligation in a manner that avoids such consequence.

(f) Any Proceeding which is not controlled or which is no longer controlled by an Indemnifying Party pursuant to Section 8.2 shall be controlled and directed exclusively by the Indemnified Party, and any related out-of-pocket expenses and other costs incurred by the Indemnified Party, including but not limited to, fees for attorneys, accountants, expert witnesses or other consultants, with respect to a claim pursuant to this Agreement, shall be reimbursed by such Indemnifying Party. An Indemnified Party will not be required to pursue the claim in federal district court, the Court of Federal Claims or any state or foreign court if as a prerequisite to such court's jurisdiction, the Indemnified Party is required to pay the asserted liability unless the funds necessary to invoke such jurisdiction are provided by such Indemnifying Party.

SECTION 8.3. TIME AND MANNER OF PAYMENT. Upon receipt of notice of a Final Determination, an Indemnifying Party shall pay, within seven (7) business days of such receipt, to the Indemnified Party the amount of the Indemnified Liability and any expenses or other costs indemnified against (less, in the case of an Indemnified Liability for Taxes, any amount of such Taxes paid directly by an Indemnifying Party to the taxing authority). With respect to payments of an Indemnified Liability for amounts other than Taxes including any and all Liabilities with respect to ATI stockholders, the Indemnifying Party shall pay to the Indemnified Party the amount of this Indemnified Liability within seven
(7) days of a final determination of the amount of such Liability and, in the case of Liabilities with respect to ATI stockholders, no less than seven (7) days prior to the date that payment is required to be made to such stockholders. Such payment shall be paid by wire transfer of immediately available funds to an account designated by the Indemnified Party by written notice to an Indemnifying Party at the address specified in Section 10.11 prior to the due date of such payment. If an Indemnifying Party delays making payment beyond the due date hereunder, such party shall pay interest on the amount unpaid at the IRS Interest Rate for each day and the actual number of days for which any amount due hereunder is unpaid.

SECTION 8.4. COOPERATION. The parties shall cooperate with one another in a timely manner in any administrative or judicial Proceeding involving any matter that may result in an Indemnified Liability.

SECTION 8.5. ADMINISTRATION. ATI's and SPINCO's Chief Tax Officer or other designated tax representative shall have primary responsibility for the day-to-day administration of the provisions of this Agreement.

ARTICLE IX
DISPUTES

SECTION 9.1. DISPUTES.

(a) Resolution of any and all disputes arising from or in connection with this Agreement, whether based on contract, tort, statute or otherwise, including, but not limited to, unreasonable withholding of consent and disputes in connection with claims by third parties (collectively, "Disputes"), shall be subject to the provisions of this Section 9.1; provided, however, that nothing contained herein shall preclude either party from seeking or obtaining (i) injunctive relief or (ii) equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending the final resolution of Disputes hereunder.

(b) Either party may give the other party written notice of any Dispute not resolved in the normal course of business. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation between executives of the parties who have authority to settle the controversy. Within 15 days after delivery of the notice, the foregoing executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary for a period not to exceed 5 days, to attempt to resolve the Dispute. All reasonable requests for information made by one party to the other will be honored. If the parties do not resolve the Dispute within such 20 day period (the "Initial Mediation Period"), the parties shall attempt in good faith to resolve the Dispute by negotiation between (a) in the case of ATI, the Chief Financial Officer and General Counsel, and (b) in the case of SPINCO, the Chief Financial Officer and General Counsel (collectively, the "Designated Officers"). Such officers shall meet at a mutually acceptable time and place (but in any event no later than 20 days following the expiration of the Initial Mediation Period) and thereafter as often as they reasonably deem necessary for a period not to exceed 20 days, to attempt to resolve the Dispute.

(c) If the Dispute has not been resolved by negotiation within 50 days of the first party's notice, or if the parties failed to meet within 15 days of the first party's notice, or if the Designated Officers failed to meet within 35 days of the first party's notice, either party may commence any litigation or other procedure allowed by law.

ARTICLE X
GENERAL

SECTION 10.1. ELECTIONS UNDER CODE SECTION 1552. Nothing in this Agreement is intended to change or otherwise affect any election made by or on behalf of the ATI Consolidated Group with respect to the calculation of earnings and profits under Code Section 1552.

SECTION 10.2. PRE-DISTRIBUTION EARNINGS AND PROFITS. ATI and SPINCO agree to allocate pre-Distribution earnings and profits in accordance with Treasury Regulation Sections 1.312-10 and 1.1502-33.

SECTION 10.3. REMEDIES. SPINCO acknowledges that its obligations under Article V of this Agreement are of a special, unique, unusual and extraordinary character. Because the failure of SPINCO to perform its obligations set forth in Article V of this Agreement could cause unique and extraordinary injury to ATI, ATI shall, notwithstanding anything to the contrary herein, have the right in addition to any other remedies available, at law or in equity, to seek an injunction in a court of equity to compel SPINCO to perform such obligations. SPINCO hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant an injunction or other equitable relief, or otherwise, and agrees that it will not assert any such defense or any defense to a request by ATI for injunctive relief based on the alleged existence of an adequate remedy at law or for money damages. Without limiting the foregoing, SPINCO hereby waives the right to require ATI to post any bond or other security with respect to any proceeding to enforce any provisions of this Agreement. The existence of the rights of ATI set forth in this Section 10.3 shall not preclude any other rights and remedies at law or in equity which ATI may have.

SECTION 10.4. ASSIGNMENT. Neither of the parties may assign or delegate any of its rights or duties under this Agreement without the prior written consent of the other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns, by merger, acquisition of assets or otherwise.

SECTION 10.5. FURTHER ASSURANCES. Subject to the provisions hereof, the parties hereto shall make, execute, acknowledge, and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. Subject to the provisions hereof, each of the parties shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders, and decrees, and promptly provide the other parties with all such information as they may reasonably request in order to be able to comply with the provisions of this Agreement.

SECTION 10.6. WAIVERS. No failure or delay on the part of the parties in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce

such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. No modification or waiver of any provision of this Agreement nor consent to any departure by the parties therefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

SECTION 10.7. CHANGE OF LAW. If, due to any change in applicable law or regulations or their interpretation by any court of law or other governing body having jurisdiction subsequent to the date of this Agreement, performance of any provision of this Agreement or any transaction contemplated thereby shall become impracticable or impossible, the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

SECTION 10.8. CONFIDENTIALITY. Subject to any contrary requirement of law and the right of each party to enforce its rights hereunder in any legal action, each party agrees that it shall keep strictly confidential, and shall cause its employees and agents to keep strictly confidential, any information which it or any of its employees or agents may acquire pursuant to, or in the course of performing its obligations under, any provision of this Agreement.

SECTION 10.9. HEADINGS. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

SECTION 10.10. COUNTERPARTS. For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto, and each such executed counterpart shall be, and shall be deemed to be, an original instrument.

SECTION 10.11. NOTICES. All notices, requests, claims and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery by hand, by reputable overnight courier service, by facsimile transmission, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.11) listed below:

Allegheny Teledyne Incorporated 1000 Six PPG Place Pittsburgh, Pennsylvania 15222-5479 Attn: Jon D. Walton Senior Vice President, General Counsel and Secretary Fax No.: 412-394-2837

Teledyne Technologies Incorporated 2049 Century Park East Los Angeles, California 90067-3101 Attn: John T. Kuelbs Senior Vice President, General Counsel and Secretary Attn: Fax No.: 310-551-4366

or to such other address as any party may, from time to time, designate in a written notice given in a like manner. Notice given by hand shall be deemed delivered when received by the recipient. Notice given by mail as set out above shall be deemed delivered five (5) calendar days after the date the same is mailed. Notice given by reputable overnight courier shall be deemed delivered on the next following business day after the same is sent. Notice given by facsimile transmission shall be deemed delivered on the day of transmission provided telephone confirmation of receipt is obtained promptly after completion of transmission.

SECTION 10.12. COSTS AND EXPENSES. Unless otherwise specifically provided herein, each party agrees to pay its own costs and expenses resulting from the fulfillment of its respective obligations hereunder.

SECTION 10.13. CANCELLATION OF PRIOR TAX ALLOCATION OR TAX-SHARING AGREEMENTS. On or prior to the Effective Date, ATI shall cancel or cause to be canceled all agreements (other than this Agreement) providing for the allocation or sharing of Taxes to which any member of the SPINCO Group would otherwise be bound following the Distribution.

SECTION 10.14. INTEREST ON LATE PAYMENTS. If a party makes any payment beyond the due date hereunder, such party shall pay interest on the amount unpaid at the IRS Interest Rate for each day and the actual number of days for which any amount due hereunder is unpaid.

SECTION 10.15. POWER OF ATTORNEY. Each member of the SPINCO Group shall execute and deliver to ATI any power of attorney or other document reasonably requested by ATI in connection with the filing of the Tax Returns and payment of Taxes described in Article II hereof, or any Proceeding described in Article VIII hereof. Each member of the ATI Consolidated Group shall execute and deliver to SPINCO a power of attorney in connection with any matters controlled by SPINCO under Section 2.2.

SECTION 10.16. GENERAL. This Agreement, including the attachments, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof and thereof. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the parties or (b) by a waiver in accordance with Section 10.6. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective present and future Subsidiaries, and nothing

herein, express or implied, is intended to or shall confer upon any third parties any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

SECTION 10.17. GOVERNING LAW: CONSENT TO JURISDICTION.

(a) This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies, irrespective of the choice of laws and principles of the laws of the Commonwealth of Pennsylvania.

(b) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Court of Common Pleas of Allegheny County, Pennsylvania and (ii) the United States District Court for the Western District of Pennsylvania, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each of the parties hereto further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such parties respective address set forth in Section 10.11 will be effective service of process for any action, suit or proceeding in Pennsylvania with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby or thereby (i) the Court of Common Pleas of Allegheny County, Pennsylvania or (ii) the United States District Court for the Western District of Pennsylvania, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 10.18. SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective officers, each of whom is duly authorized, all as of the Effective Date.

ALLEGHENY TELEDYNE
INCORPORATED

By: /s/ James L. Murdy
-------------------------------------------
James L. Murdy
Executive Vice President-Finance and
 Administration and Chief Financial Officer

TELEDYNE TECHNOLOGIES
INCORPORATED

By: /s/ Robert Mehrabian
-------------------------------------------
Robert Mehrabian
President and Chief Executive Officer

TELEDYNE BROWN ENGINEERING,
INC.

By: /s/ Robert Mehrabian
-------------------------------------------
Robert Mehrabian
President and Chief Executive Officer

Exhibit 10.2

INTERIM SERVICES AGREEMENT

THIS INTERIM SERVICES AGREEMENT, dated as of November 29, 1999 (the "Agreement"), is between Allegheny Teledyne Incorporated, a Delaware corporation ("Provider" or "ATI") and Teledyne Technologies Incorporated, a Delaware corporation ("User" or "Teledyne Technologies");

WHEREAS, pursuant to a Separation and Distribution Agreement, dated as of November 29, 1999 (the "Distribution Agreement"), Provider will distribute the stock of User to Provider's stockholders (the "Distribution"), following which Distribution each of Provider and User will continue in existence as independent, publicly-traded companies; and

WHEREAS, this Agreement is entered into pursuant to the Distribution Agreement and sets forth the terms on which Provider will, for a limited period, provide certain transition services to, and permit the use of certain of its assets by, User following the Distribution referred to above; and

WHEREAS, capitalized terms used herein, unless otherwise defined herein, shall have the meaning assigned to them in the Distribution Agreement.

NOW, THEREFORE, in consideration of the respective agreements and covenants contained in this Agreement, and intending to be legally bound hereby, the parties agree as follows:

SECTION 1. SERVICES. (a) Subject to the terms of this Agreement, Provider shall provide, or shall cause another member of the ATI Group to provide, the services described on Schedule A to User, or another member of the Teledyne Technologies Group designated by User, from and after the Distribution Date and during the time periods specified on said Schedule. Provider (or such other member of the ATI Group) shall supply such services substantially in accordance with Provider's normal practices in providing such services as of the Distribution Date (except as otherwise provided in Schedule A).

(b) In consideration for the Services, User shall pay to Provider the amounts set forth on Schedule A. Provider shall invoice User on a monthly basis for the Services provided to User. Amounts due under such invoices shall be payable within thirty days after receipt.

(c) Provider and User agree to cooperate and to make all reasonable efforts to work together to take such actions as are reasonably necessary to eliminate the need for or to otherwise discontinue as expeditiously as reasonably possible the Services performed under this Agreement.

(d) Provider shall be permitted to cause third parties to provide Services to User hereunder (in lieu of Provider or a member of the ATI Group), at Provider's sole discretion.

SECTION 2. TERM. The term of this Agreement shall be a period of twelve months, commencing on the Distribution Date and ending on the first year anniversary of the Distribution Date, unless otherwise indicated on Schedule A; provided, however, that User may terminate any of the Services provided hereunder on not less than 30 days prior written notice to Provider, unless otherwise indicated on Schedule A. The parties may extend the term of this Agreement by written agreement signed by both parties. Notwithstanding the foregoing, if (i) either party fails to perform any material provision of this Agreement and the failure to perform is not corrected within 15 days after the other party gives written notice of such default or (ii) User fails to make any payment required under this Agreement at the time it is due and such failure is not corrected within five days after written notice of such failure, then the non-defaulting party may terminate this Agreement, effective at the end of such five-day notice period.

SECTION 3. STANDARD OF CONDUCT; LIMITATION OF LIABILITY. (a) Provider shall have no liability with respect to its furnishing any of the Services hereunder to User except on account of Provider's willful misconduct or gross negligence. In agreeing to provide the Services as an accommodation to User, Provider is not making any representation or warranty as to the quality, suitability or adequacy of the Services for any purpose or use, including without limitation any representation as to whether any Asset of Provider or any third party is Year 2000 Compliant. Without limiting generality of the foregoing, Teledyne Technologies understands and agrees that ATI assumes no responsibility for the adequacy or accuracy of the Teledyne Technologies' financial statements or filings with the Securities and Exchange Commission. In providing the Services, Provider shall not be obligated to (i) hire any additional employees, (ii) maintain the employment of any specific employee, or
(iii) purchase, lease or license any additional equipment or other assets. For the purposes of this Agreement, "Year 2000 Compliant" means, with respect to an Asset, that such Asset will (A) accurately process date/time data (including, but not limited to, calculating, comparing, sorting, sequencing and calendar generation), including single century formulas and multi-century formulas, from, into and between the twentieth and twenty-first centuries and the years 1999 and 2000, including leap year calculations, and will not malfunction or generate incorrect values or invalid results involving such dates/times; (B) accurately interface with other systems, as appropriate, in order to supply, receive or process dates/times and other data, to the extent that other information technology properly exchanges data with it; (C) provide that date/time-related functionalities, date/time fields and any user input interfaces include a four digit year format and/or other indication of century, as applicable; and (D) not cause any other Asset that is otherwise Year 2000 Compliant to fail to be Year 2000 Compliant.

(b) It is understood and agreed that Provider shall not be obligated to perform or to cause to be performed any services hereunder in a volume or quantity which substantially exceeds the historical volumes or quantities of such services performed for User or other members of the Teledyne Technologies Group. The parties further acknowledge that it is User's intention to provide to itself, or procure the services to be provided by Provider hereunder from third parties other than Provider, as promptly as is reasonably practicable following the Distribution Date. Provider will not be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other entity other than User or any directly or indirectly wholly owned subsidiary or majority owned affiliate of User.

(c) Provider's maximum liability to, and the sole remedy of, User for breach of this Agreement shall be the lesser of (i) User's incremental out-of-pocket cost of performing such service itself or (ii) User's incremental out-of-pocket cost of obtaining such service from a third party (provided, that User shall exercise all reasonable efforts under the circumstances to minimize the cost of any such alternative to such services by selecting the most cost-effective alternatives which provide the functional equivalent of the services replaced) or, if lesser, the amounts paid by User to Provider hereunder. Notwithstanding anything to the contrary herein, (A) in no event shall Provider have any liability to User for special or consequential damages under this Agreement, including as a result of Provider's breach of this Agreement or the gross negligence or willful misconduct of Provider under this Agreement, and (B) in no event shall Provider have any liability of any kind under this Agreement to any third party.

(d) Except as otherwise provided in the foregoing paragraphs (a) - (c) of this Section 3, User shall be solely liable and responsible for, and shall indemnify Provider and its directors, officers, employees, agents, representatives and affiliates from, any and all claims, liabilities, obligations, losses, costs, expenses, litigation, proceedings, taxes, assessments, charges, demands or judgments of any kind or nature whatsoever ("Losses") for acts or omissions in furnishing Services to User under this Agreement. Upon termination of this Agreement or the earlier termination of any Services, User shall be obligated to return to Provider as soon as is reasonably practicable, any equipment or other property of Provider relating to the Services which is in User's control or possession and which is not an asset to be retained by User under the Distribution Agreement or the Ancillary Agreements.

SECTION 4. FORCE MAJEURE. Neither party shall be responsible for failure or delay in performance of any service to be performed hereunder, nor shall either party be responsible for failure or delay in receiving such service, if caused by an act of God, act of public enemy, war, government acts or regulations, fire, flood, hurricane, embargo, quarantine, epidemic, labor stoppages, accident, explosion, unusually severe weather, any Asset of such party or a third party that is not Year 2000 Compliant or other cause similar or dissimilar to the foregoing beyond their control (herein called "Force Majeure"); provided, however, that prior to being relieved of any of its obligations, the party whose performance has been interrupted by such circumstances shall use reasonable efforts to remove or otherwise address the effects of any such event or condition as soon as practicable and shall promptly give written notice to the other party upon the occurrence of any of such events or circumstances and shall use reasonable efforts to resume full performance of this Agreement as soon as is practicable. Notwithstanding the foregoing, to the extent services are available after the occurrence of a Force Majeure event, User shall be entitled to, and Provider shall provide, a level of services equivalent to the proportionate share of services used by User immediately prior to the occurrence of any such Force Majeure event.

SECTION 5. CONFIDENTIALITY. Any and all information which is exchanged by the parties in connection with this Agreement, whether of a technical or business nature, shall be considered confidential. The parties agree that such confidential information shall be treated in accordance with the terms and provisions of the Distribution Agreement.

SECTION 6. AMENDMENT. This Agreement may be amended only by a writing signed by each of the parties.

SECTION 7. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument.

SECTION 8. THIRD PARTIES. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person or entity other than User and Provider (and its associated indemnified parties under Section 3(d)) any rights or remedies under, or by reason of, this Agreement.

SECTION 9. WAIVERS. Any waiver by any party of any breach of or failure to comply with any provision of this Agreement by any other party to this Agreement shall be in writing and shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of, or failure to comply with, any other provision of this Agreement.

SECTION 10. GOVERNING LAW; CONSTRUCTION. This Agreement shall be construed and enforced in accordance with and governed by the internal substantive laws of the Commonwealth of Pennsylvania. The headings in this Agreement are solely for convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement. References to Sections are references to Sections of this Agreement. The Schedule to this Agreement is incorporated herein and is part of this Agreement.

if to Allegheny Teledyne Incorporated:     Allegheny Teledyne Incorporated
                                           1000 Six PPG Place
                                           Pittsburgh, PA  15222-5479
                                           Attention: Senior Vice President,
                                                         General Counsel and
                                                         Secretary
                                           Fax No.: 412-394-2837

if to Teledyne Technologies Incorporated:  Teledyne Technologies Incorporated
                                           2049 Century Park East
                                           Los Angeles, CA 90067-3101
                                           Attention:  Senior Vice President,
                                                          General Counsel and
                                                          Secretary
                                           Fax No.: 310-551-4366

or to such other address as any party may, from time to time, designate in a written notice given in a like manner. Notice given by hand shall be deemed delivered when received by the recipient. Notice given by mail as set out above shall be deemed delivered five calendar days after the date the same is mailed. Notice given by reputable overnight courier shall be deemed delivered on the next following business day after the same is sent. Notice given by facsimile transmission shall be deemed delivered on the day of transmission provided telephone confirmation of receipt is obtained promptly after completion of transmission.

SECTION 12. ASSIGNMENT. Neither of the parties may assign or delegate any of its rights or duties under this Agreement without the prior written consent of the other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

SECTION 13. DISPUTES. (a) Resolution of any and all disputes arising from or in connection with this Agreement, whether based on contract, tort, statute or otherwise, including, but not limited to, disputes in connection with claims by third parties (collectively, "Disputes"), shall be subject to the provisions of this Section 13; provided, however, that nothing contained herein shall preclude either party from seeking or obtaining (i) injunctive relief or
(ii) equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of Disputes hereunder.

(b) Either party may give the other party written notice of any Dispute not resolved in the normal course of business. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation between executives of the parties who have authority to settle the controversy. Within 15 days after delivery of the notice, the foregoing executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary for a period not to exceed 5 days, to attempt to resolve the Dispute. All reasonable requests for information made by one party to the other will be honored. If the parties do not resolve the Dispute within such 20 day period (the "Initial Mediation Period"), the parties shall attempt in good faith to resolve the Dispute by negotiation between (i) in the case of Allegheny Teledyne Incorporated, the Senior Vice President, General Counsel and Secretary and (ii) in the case of Teledyne Technologies, the General Counsel (collectively, the "Designated Officers"). Such officers shall meet at a mutually acceptable time and place (but in any event no later than 15 days following the expiration of the Initial Mediation Period) and thereafter as often as they reasonably deem necessary for a period not to exceed 15 days, to attempt to resolve the Dispute.

(c) If the Dispute has not been resolved by negotiation within 50 days of the first party's notice, or if the parties failed to meet within 30 days of the first party's notice, or if the Designated Officers failed to meet within 35 days of the first party's notice, either party may commence any litigation or other procedure allowed by law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

ALLEGHENY TELEDYNE
INCORPORATED

By:   /s/ James L. Murdy
      ---------------------------------
Title:
      ---------------------------------
TELEDYNE TECHNOLOGIES
     INCORPORATED

By:   /s/ Robert Mehrabian
      ---------------------------------
Title:
      ---------------------------------

Exhibit 10.3

EMPLOYEE BENEFITS AGREEMENT

BETWEEN

ALLEGHENY TELEDYNE INCORPORATED

AND

TELEDYNE TECHNOLOGIES INCORPORATED

DATED AS OF NOVEMBER 29, 1999

ARTICLE I  DEFINITIONS...........................................................................1


ARTICLE II  GENERAL PRINCIPLES...................................................................6

     2.1 ASSUMPTION OF LIABILITIES...............................................................6
     2.2 ESTABLISHMENT OF TELEDYNE TECHNOLOGIES PLANS............................................6
     2.3 TERMS OF PARTICIPATION BY TELEDYNE TECHNOLOGIES INDIVIDUALS IN TELEDYNE
          TECHNOLOGIES PLANS.....................................................................7

ARTICLE III  DEFINED BENEFIT PLANS...............................................................8

     3.1 ESTABLISHMENT OF TELEDYNE TECHNOLOGIES PENSION PLAN AND TRUST...........................8
     3.2 ASSUMPTION OF PENSION PLAN LIABILITIES AND ALLOCATION OF INTERESTS IN THE ATI
          MASTER PENSION TRUST...................................................................8
     3.3 FREEZING OF PENSION PLAN BENEFITS.......................................................9
     3.4 CREDITING SERVICE UNDER ATI'S PENSION PLAN..............................................9

ARTICLE IV  DEFINED CONTRIBUTION PLANS...........................................................9

     4.1 401(k) PLAN.............................................................................9
     4.2 PACIFIC AVIONICS CORPORATION PROFIT SHARING PLAN.......................................11

ARTICLE V  HEALTH AND WELFARE PLANS.............................................................11

     5.1 ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES......................................11
     5.2 VENDOR CONTRACTS.......................................................................11
     5.3 PROCEDURES FOR AMENDMENTS TO PLANS, PLAN DESIGNS, ADMINISTRATIVE PRACTICES,
          AND VENDOR CONTRACTS..................................................................13
     5.4 ATI SICKNESS AND ACCIDENT, LONG TERM DISABILITY AND PENSION DISABILITY
          BENEFITS..............................................................................14
     5.5 POST-RETIREMENT HEALTH AND LIFE INSURANCE BENEFITS.....................................15
     5.6 COBRA AND DIRECT PAY...................................................................15
     5.7 POST-DISTRIBUTION TRANSITIONAL ARRANGEMENTS............................................15
     5.8 APPLICATION OF ARTICLE V TO TELEDYNE TECHNOLOGIES ENTITIES.............................16

ARTICLE VI  EXECUTIVE BENEFITS AND NON-EMPLOYEE DIRECTOR BENEFITS...............................17

     6.1 ASSUMPTION OF OBLIGATIONS..............................................................17
     6.2 CONSENTS AND NOTIFICATIONS.............................................................17
     6.3 ATI 1999 BONUS PLAN....................................................................17
     6.4 ATI INCENTIVE PLANS....................................................................18
     6.5 ATI NONQUALIFIED DEFERRED COMPENSATION PROGRAMS........................................20
     6.6 NON-EMPLOYEE DIRECTOR BENEFITS.........................................................21
     6.7 CONFIDENTIALITY AND PROPRIETARY INFORMATION............................................21

ARTICLE VII  GENERAL AND ADMINISTRATIVE.........................................................21

     7.1 INTERIM SERVICES AGREEMENT.............................................................21
     7.2 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS..............................21
     7.3 SHARING OF PARTICIPANT INFORMATION.....................................................22
     7.4 REPORTING AND DISCLOSURE AND COMMUNICATIONS TO PARTICIPANTS............................22
     7.5 NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES............................23
     7.6 BENEFICIARY DESIGNATIONS...............................................................23
     7.7 REQUESTS FOR IRS RULINGS AND DOL OPINIONS..............................................23
     7.8 FIDUCIARY MATTERS......................................................................23
     7.9 COLLECTIVE BARGAINING..................................................................23
     7.10 CONSENT OF THIRD PARTIES..............................................................24
     7.11 INDEMNIFICATION OF ATI................................................................24

ARTICLE VIII  MISCELLANEOUS.....................................................................24

     8.1 FOREIGN PLANS..........................................................................24
     8.2 EFFECT IF DISTRIBUTION DOES NOT OCCUR..................................................24
     8.3 RELATIONSHIP OF PARTIES................................................................24
     8.4 AFFILIATES.............................................................................24
     8.5 COUNTERPARTS; ENTIRE AGREEMENT; CORPORATE POWER........................................24
     8.6 GOVERNING LAW; CONSENT TO JURISDICTION.................................................25
     8.7 ASSIGNABILITY..........................................................................26
     8.8 THIRD PARTY BENEFICIARIES..............................................................26
     8.9 NOTICES................................................................................26
     8.10 SEVERABILITY..........................................................................26
     8.12 HEADINGS..............................................................................27
     8.13 WAIVERS OF DEFAULT....................................................................27
     8.15 AMENDMENTS............................................................................27
     8.16 INTERPRETATION........................................................................27
     8.17 DISPUTES..............................................................................27

EMPLOYEE BENEFITS AGREEMENT

November 29, 1999

The parties to this Employee Benefits Agreement, dated as of the date written above, are Allegheny Teledyne Incorporated, a Delaware corporation ("ATI"), and Teledyne Technologies Incorporated, a Delaware corporation ("Teledyne Technologies"). Capitalized terms used herein (other than the formal names of ATI Plans (as defined below) and related trusts of ATI) and not otherwise defined shall have the respective meanings assigned to them in Article I hereof or as assigned to them in the Separation and Distribution Agreement (as defined below).

WHEREAS, the Board of Directors of ATI has determined that it is in the best interests of ATI and its stockholders to separate ATI's aerospace and electronics businesses into an independent business entity;

WHEREAS, in furtherance of the foregoing, ATI and Teledyne Technologies have entered into a Separation and Distribution Agreement, dated as of the date hereof (the "Separation and Distribution Agreement"), and certain other agreements that will govern certain matters relating to the Separation, the Distribution and the relationship of ATI and Teledyne Technologies, and their respective Subsidiaries following the Distribution; and

WHEREAS, pursuant to the Separation and Distribution Agreement, ATI and Teledyne Technologies have agreed to enter into this agreement allocating assets, liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs between them.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement the following terms shall have the following meanings:

1.1 Agreement means this Employee Benefits Agreement, including all the Schedules and Exhibits hereto.

1.2 ASO Contract is defined in Section 5.2(a)(i).

1.3 ATI Entity means any entity that is, at the relevant time, an Affiliate of ATI, except that, for periods beginning Immediately After the Distribution Date, the term "ATI Entity" shall not include Teledyne Technologies or a Teledyne Technologies Entity.

1.4 ATI Executive means an employee or former employee of ATI, an ATI Entity, Teledyne Technologies or a Teledyne Technologies Entity, who immediately before the

Close of the Distribution Date is eligible to participate in or receive a benefit under any ATI Executive Benefit Plan.

1.5 ATI Master Pension Trust means the master trust under which the assets of the ATI Pension Plan are held.

1.6 ATI Pension Plan means the Allegheny Teledyne Incorporated Pension Plan.

1.7 ATI Stock Value means the closing price per share of ATI Common Stock (regular way) on the NYSE on November 22, 1999.

1.8 Award means an award under the Incentive Plan, including Performance Awards and SARP Awards. When immediately preceded by "ATI," the term Award (including the term Performance Award or SARP Award) means an award under the ATI Incentive Plan. When immediately preceded by "Teledyne Technologies," the term Award (including the term Performance Award or SARP Award) means an award under the Teledyne Technologies Incentive Plan.

1.9 Benefit Liabilities means any Liabilities (as defined in the Separation and Distribution Agreement) relating to any contributions, compensation or other benefits accrued or payable under any profit sharing, pension, savings, deferred compensation, fringe benefit, insurance, medical, medical reimbursement, life, disability, accident, post-retirement health or welfare benefit, stock option, stock purchase, sick pay, vacation, employment, severance, termination or other compensation or benefit plan, agreement, contract, policy, trust fund or arrangement.

1.10 Change is defined in Section 5.3(b)(i).

1.11 Close of the Distribution Date means 5:00 P.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the Distribution Date.

1.12 COBRA means the continuation coverage requirements for "group health plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and ERISA Sections 601 through 608.

1.13 Code means the Internal Revenue Code of 1986, as amended. Reference to a specific Code provision also includes any proposed, temporary, or final regulation in force under that provision.

1.14 Corporate-Owned Life Insurance Policies means the life insurance policies owned by ATI insuring the lives of certain ATI Executives and certain other highly compensated employees of ATI or an ATI Entity.

1.15 DOL means the United States Department of Labor.

1.16 ERISA means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary, or final regulation in force under that provision.

1.17 Executive Benefit Plans, when immediately preceded by "ATI," means the executive benefit plans, programs, and arrangements established, maintained, agreed upon, or assumed by ATI or an ATI Entity for the benefit of employees and former employees of ATI or an ATI Entity before the Close of the Distribution Date as listed in Schedule 1.17. When immediately preceded by "Teledyne Technologies," Executive Benefit Plans means the executive benefit plans and programs to be established by Teledyne Technologies pursuant to Section 2.2 that correspond to the respective ATI Executive Benefit Plans.

1.18 Foreign Plan means a Plan maintained by ATI, an ATI Entity, Teledyne Technologies, or a Teledyne Technologies Entity for the benefit of employees outside the U.S.

1.19 Group Insurance Policies is defined in Section 5.2(b)(i).

1.20 HCRA Plan, when immediately preceded by "ATI," means the ATI Health Care Reimbursement Account Plan. When immediately preceded by "Teledyne Technologies," HCRA Plan means the Health Care Reimbursement Account Plan to be established by Teledyne Technologies pursuant to Section 2.2.

1.21 Health and Welfare Plans, when immediately preceded by "ATI," means the health and welfare plans listed on Schedule 1.21 established and maintained by ATI for the benefit of employees and retirees of ATI and certain ATI Entities, and such other welfare plans or programs as may apply to such employees and retirees of ATI or an ATI Entity before the Close of the Distribution Date. When immediately preceded by "Teledyne Technologies," Health and Welfare Plans means the health and welfare plans to be established by Teledyne Technologies pursuant to Section 2.2 that correspond to the respective ATI Health and Welfare Plans.

1.22 HMO means a health maintenance organization that provides benefits under one or more of the ATI Health and Welfare Plans or the Teledyne Technologies Health and Welfare Plans.

1.23 HMO Agreements is defined in Section 5.2(c)(i).

1.24 Immediately After the Distribution Date means 5:01 P.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the Distribution Date.

1.25 Incentive Plan, when immediately preceded by "ATI," means any of the Allegheny Teledyne Incorporated 1996 Incentive Plan, any predecessor Incentive Plan thereto and any other stock-based incentive plans assumed by ATI by reason of merger, combination, acquisition or otherwise. When immediately preceded by "Teledyne Technologies," Incentive Plan means the Incentive Plan to be established by Teledyne Technologies pursuant to Section 2.2.

1.26 IRS means the Internal Revenue Service.

1.27 Material Feature means any feature of a Plan that could reasonably be expected to be of material importance to the sponsoring employer or the participants and beneficiaries of the Plan, which could include, depending on the type and purpose of the particular Plan, the class or classes of employees eligible to participate in such Plan, the nature, type, form, source, and level of benefits provided by the employer under such Plan and the amount or level of contributions, if any, required to be made by participants (or their dependents or beneficiaries) to or under such Plan.

1.28 Non-Employee Director, when immediately preceded by "ATI," means a member of ATI's Board of Directors who is not an employee of ATI or an ATI Entity. When immediately preceded by "Teledyne Technologies," Non-Employee Director means a member of Teledyne Technologies' Board of Directors who is not an employee of Teledyne Technologies or a Teledyne Technologies Entity.

1.29 Non-Employee Director Plans, when immediately preceded by "ATI," means the Allegheny Teledyne Incorporated 1996 Non-Employee Director Stock Compensation Plan and the Allegheny Teledyne Incorporated Fee Continuation Plan for Non-Employee Directors. When immediately preceded by "Teledyne Technologies," Non-Employee Director Plans means the plans and programs to be established by Teledyne Technologies pursuant to Section 2.2 that correspond to the ATI Non-Employee Director Plans.

1.30 Nonqualified Deferred Compensation Programs, when immediately preceded by "ATI," means the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan, the Allegheny Teledyne Incorporated Supplemental Pension Plan and the Teledyne, Inc. Pension Equalization Plan. When immediately preceded by "Teledyne Technologies," Deferral Plan means the Executive Deferred Compensation Plan to be established by Teledyne Technologies pursuant to Section 2.2.

1.31 Option, when immediately preceded by "ATI," means an option to purchase ATI Common Stock and, when immediately preceded by "Teledyne Technologies," Option means an option to purchase Teledyne Technologies Common Stock, in each case pursuant to an Incentive Plan.

1.32 PBGC means the Pension Benefit Guaranty Corporation.

1.33 Performance Award means any Award granted pursuant to the terms of the Performance Share Program.

1.34 Performance Share Program means the Allegheny Teledyne Incorporated Performance Share Program adopted pursuant to Administrative Rules under the ATI Incentive Plan.

1.35 Plan, when immediately preceded by "ATI" or "Teledyne Technologies," means any plan, policy, program, payroll practice, on-going arrangement, contract, trust, insurance policy or other agreement or funding vehicle providing benefits to employees, former

employees or Non-Employee Directors of ATI or an ATI Entity, or Teledyne Technologies or a Teledyne Technologies Entity, as applicable.

1.36 Ratio means the amount obtained by dividing the ATI Stock Value by the Teledyne Technologies Stock Value.

1.37 Reasonable Efforts means such acts or actions that, in the reasonable good faith opinion of the party taking such acts or actions, are calculated to achieve, or otherwise further, the applicable provisions to which the term applies; provided, however, to the extent any costs, fees or other expenditures (the "Expenses") occur as a result of a party's use of Reasonable Efforts and such expenses are not expressly allocated under the terms of this Agreement or any Ancillary Agreement, such Expenses shall be borne by the party for whose benefit such Expenses are incurred and such party shall indemnify and hold harmless the other party with respect to such Expenses.

1.38 SARP, when immediately preceded by "ATI," means the Allegheny Teledyne Incorporated Stock Acquisition and Retention Program.

1.39 SARP Award means any Award granted pursuant to the terms of the SARP.

1.40 Section 414(l) Amount is defined in the last sentence of
Section 3.2(a).

1.41 Separation and Distribution Agreement is defined in the third paragraph of the preamble of this Agreement.

1.42 Stock Purchase Plan when immediately preceded by "ATI," means the Allegheny Teledyne Incorporated Employee Stock Purchase Plan. When immediately preceded by "Teledyne Technologies," Stock Purchase Plan means the employee stock purchase plan to be established by Teledyne Technologies pursuant to Section 2.2.

1.43 Teledyne means Teledyne, Inc., a Delaware corporation, or its successors or assigns.

1.44 Teledyne 401(k) Plan means the Teledyne, Inc. 401(k) Plan.

1.45 Teledyne Technologies Entity means any Person that is, at the relevant time, a Subsidiary of Teledyne Technologies or is otherwise controlled, directly or indirectly, by Teledyne Technologies.

1.46 Teledyne Technologies 401(k) Plan means, for the period between the Close of the Distribution Date and April 1, 2000, that portion of the Teledyne 401(k) Plan amended as described in Section 4.1(a) and, for the period on and after April 1, 2000, the separate 401(k) plan established by Teledyne Technologies effective no later than April 1, 2000.

1.47 Teledyne Technologies Individual means any individual who, Immediately After the Distribution Date, (i) is an active hourly or salaried employee of one of the Teledyne

Technologies Entities or (ii) is a former hourly or salaried employee who is in pay status or deferred vested status under the ATI Pension Plan of one of the Teledyne Technologies Entities listed in Schedule 1.47.

1.48 Teledyne Technologies Pension Plan means the pension plan established by Teledyne Technologies pursuant to Article III and Section 2.2.

1.49 Teledyne Technologies Pension Plan Participants means, collectively, the Teledyne Technologies Individuals who are eligible to participate and/or receive benefits under the terms of the Teledyne Technologies Pension Plan.

1.50 Teledyne Technologies Stock Value means the opening price per share of Teledyne Technologies Common Stock on the NYSE on the day following the Distribution Date.

ARTICLE II

GENERAL PRINCIPLES

2.1 ASSUMPTION OF LIABILITIES. Except as otherwise expressly provided in Article III and Article VI, Teledyne Technologies hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, all of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Teledyne Technologies Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by ATI or an ATI Entity before the Distribution Date (including Benefit Liabilities under ATI Plans and Teledyne Technologies Plans);
(ii) all other Benefit Liabilities to or relating to Teledyne Technologies Individuals and other employees of Teledyne Technologies or a Teledyne Technologies Entity, and their dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Teledyne Technologies or a Teledyne Technologies Entity (including Benefit Liabilities under ATI Plans and Teledyne Technologies Plans);
(iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Teledyne Technologies or a Teledyne Technologies Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any ATI Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Separation or the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from obligations, liabilities and responsibilities expressly assumed or retained by Teledyne Technologies, a Teledyne Technologies Entity, or a Teledyne Technologies Plan pursuant to this Agreement. Notwithstanding the generality of the foregoing, Teledyne Technologies does not assume or agree to pay, perform, fulfill or discharge any Benefit Liabilities relating to, arising out of or resulting from the Teledyne Savings and Retirement Supplemental Plan.

2.2 ESTABLISHMENT OF TELEDYNE TECHNOLOGIES PLANS. Effective prior to the Distribution Date, Teledyne Technologies shall adopt, or cause to be adopted, the

Teledyne Technologies Pension Plan and its related trust, the amended Teledyne
401(k) Plan for the period between the Distribution Date and April 1, 2000, the Teledyne Technologies Stock Purchase Plan, the Teledyne Technologies Health and Welfare Plans, and the Teledyne Technologies Executive Benefit Plans for the benefit of the Teledyne Technologies Individuals and other current and future employees of Teledyne Technologies and the Teledyne Technologies Entities; provided, however, that Teledyne Technologies may, in its sole discretion, elect not to adopt or establish the Plan or Plans listed in Schedule 2.2(a). Subject to the provisions of Section 4.1 regarding the Teledyne Technologies 401(k) Plan, or as otherwise may be set forth in Schedule 2.2(b), the foregoing Teledyne Technologies Plans shall be substantially identical in all Material Features to the corresponding ATI Plans as in effect as of the Close of the Distribution Date. Effective prior to or within a reasonable time after the Distribution Date, Teledyne Technologies shall adopt, or cause to be adopted, the Teledyne Technologies Non-Employee Director Plans, for the benefit of Teledyne Technologies Non-Employee Directors. The Teledyne Technologies Non-Employee Director Plans shall be substantially similar in all Material Features to the corresponding ATI Non-Employee Director Plans as in effect on the Distribution Date. Effective no later than April 1, 2000, Teledyne Technologies shall adopt the Teledyne Technologies 401(k) Plan and its related trust.

2.3 TERMS OF PARTICIPATION BY TELEDYNE TECHNOLOGIES INDIVIDUALS IN TELEDYNE TECHNOLOGIES PLANS. The Teledyne Technologies Plans shall be, with respect to Teledyne Technologies Individuals, in all respects the successors in interest to, and shall not provide benefits that duplicate benefits provided by, the corresponding ATI Plans. ATI and Teledyne Technologies shall agree on methods and procedures, including amending the respective Plan documents and/or requesting approvals or consents of Teledyne Technologies Individuals where the parties deem appropriate, to prevent Teledyne Technologies Individuals from receiving duplicative benefits from the ATI Plans and the Teledyne Technologies Plans. With respect to Teledyne Technologies Individuals, each Teledyne Technologies Plan shall provide that all service, all compensation and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding ATI Plan shall, as of Immediately After the Distribution Date, receive full recognition, credit, and validity and be taken into account under such Teledyne Technologies Plan to the same extent as if such items occurred under such Teledyne Technologies Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets from certain trusts relating to ATI Plans (including Foreign Plans) to the corresponding trusts relating to Teledyne Technologies Plans (including Foreign Plans) are based upon the understanding of the parties that each such Teledyne Technologies Plan will assume all Benefit Liabilities of the corresponding ATI Plan to or relating to Teledyne Technologies Individuals, as provided for herein. If any such Benefit Liabilities are not effectively assumed by the appropriate Teledyne Technologies Plan, then the amount of assets transferred to the trust relating to such Teledyne Technologies Plan from the trust relating to the corresponding ATI Plan shall be recomputed as set forth below, but taking into account the retention of such Benefit Liabilities by such ATI Plan, and assets shall be transferred by the trust relating to such Teledyne Technologies Plan to the trust relating to such ATI Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of assets.

ARTICLE III

DEFINED BENEFIT PLANS

3.1 ESTABLISHMENT OF TELEDYNE TECHNOLOGIES PENSION PLAN AND TRUST. The Teledyne Technologies Pension Plan, established by Teledyne Technologies pursuant to Section 2.2, (i) shall be a qualified defined benefit pension plan within the meaning of Code Section 401(a), (ii) shall contain provisions, terms and conditions substantially similar to the provisions, terms and conditions of the ATI Pension Plan, (iii) shall provide coverage to and assume the benefit payment obligations of the ATI Pension Plan with respect to the Teledyne Technologies Pension Plan Participants, (iv) shall provide a benefit formula which shall accrue benefits for eligible Teledyne Technologies Individuals at a rate substantially similar to the rate at which benefits are accrued under the ATI Pension Plan and (v) shall provide that the Teledyne Technologies Pension Plan cannot be amended to increase the rate of benefit accrual until January 1, 2001 without the prior written consent of ATI. The trust related to the Teledyne Technologies Pension Plan, established by Teledyne Technologies pursuant to
Section 2.2, is intended to be exempt from taxation under Code Section 501(a) and Teledyne Technologies shall take all steps necessary or appropriate to cause such trust to meet the requirements for tax exemption under Code Section 501(a).

3.2 ASSUMPTION OF PENSION PLAN LIABILITIES AND ALLOCATION OF INTERESTS IN THE ATI MASTER PENSION TRUST.

(a) CALCULATION OF ASSET ALLOCATION. A nationally-recognized actuarial firm, selected by ATI in its sole and absolute discretion (the "Actuary"), shall determine the Section 414(l) Amount effective as of the Distribution Date. As soon as practicable after the Distribution Date, the Actuary shall deliver to ATI and Teledyne Technologies a written report, with the necessary supporting data, setting forth the calculations by the Actuary of the Section 414(l) Amount and a certification that such amount complies with
Section 414(l) of the Code. The Actuary's determination of the Section 414(l) Amount shall be final and binding on all parties hereto and for all purposes hereunder. The costs of the Actuary with respect to the determination of the
Section 414(l) Amount under this Section 3.2(a) shall be borne equally by ATI and Teledyne Technologies. The "Section 414(l) Amount" means the minimum amount required to be transferred from the ATI Pension Plan to the Teledyne Technologies Pension Plan with respect to the Teledyne Technologies Pension Plan Participants pursuant to Section 208 of ERISA and Section 414(l) of the Code and the applicable rulings and regulations thereunder using actuarial assumptions deemed reasonable in the aggregate by the Actuary within the meaning of Treasury Regulation Section 1.414(l)-1(b)(9) with respect to plan terminations occurring as of the Distribution Date.

(b) TRANSFER OF ASSETS. As soon as practicable after determination of the Section 414(l) Amount in accordance with the procedures set forth in Section 3.2(a) but in no event earlier than two (2) business days after the Distribution Date or more than sixty (60) days after the Distribution Date, ATI shall cause to be transferred from the ATI Master Pension Trust to the Teledyne Technologies Master Pension Trust assets in a form determined by ATI in its sole

discretion with a market value then equal to the sum of (i) the Section 414(l) Amount and (ii) up to $50,000,000, together with interest on such Section 414(l) Amount for the period from the Distribution Date to the date of transfer at a rate equal to the rate of interest on 90-day U.S. Treasury bills as of the Distribution Date, reduced by the amount of any benefit payments due and made to or on behalf of any of the Teledyne Technologies Individuals from the ATI Master Pension Trust during such period and not taken into account in determining the
Section 414(l) Amount. As of the date of such transfer of assets, Teledyne Technologies shall assume all Benefit Liabilities to or relating to Teledyne Technologies Pension Plan Participants under ATI's Pension Plan and ATI's Pension Plan shall retain no liability for such benefits.

3.3 FREEZING OF PENSION PLAN BENEFITS. Effective Immediately After the Distribution Date, the accrued benefits with respect to Teledyne Technologies Individuals who, as of the Distribution Date, were participants under the ATI Pension Plan shall be frozen and such Individuals shall not accrue any additional benefits from and after the Distribution Date under the ATI Pension Plan. The assets and Benefit Liabilities with respect to such Individuals, determined as of the Distribution Date, shall be retained by the ATI Pension Plan and its related trust and paid therefrom when due under the terms of the ATI Pension Plan.

3.4 CREDITING SERVICE UNDER ATI'S PENSION PLAN. Teledyne Technologies Individuals other than Teledyne Technologies Pension Plan Participants who, as of the Distribution Date, were participants in the ATI Pension Plan will continue to receive service credit for vesting and retirement benefit eligibility purposes under the ATI Pension Plan for service with Teledyne Technologies after the Distribution Date.

ARTICLE IV

DEFINED CONTRIBUTION PLANS

4.1 401(k) PLAN.

(a) ADOPTION BY TELEDYNE TECHNOLOGIES OF TELEDYNE 401(k) PLAN AMENDED TO BE A MULTIPLE EMPLOYER PLAN. On or before the Distribution Date, the Teledyne 401(k) Plan will be amended by Teledyne to be and become a multiple employer plan under which Teledyne Technologies may elect to be a contributing sponsor and to provide participation to Teledyne Technologies Individuals under the terms and conditions set forth in the Teledyne 401(k) Plan for a period ending on the earlier of (i) adoption by Teledyne Technologies of the Teledyne Technologies 401(k) Plan or (ii) April 1, 2000. The right to amend the Teledyne
401(k) Plan in any respect shall be exclusively within the power of Teledyne at all relevant times. As amended, the Teledyne 401(k) Plan shall provide that (A) Teledyne Technologies Individuals shall not be permitted to direct investments after the Distribution Date in shares of common stock of ATI ("ATI Common Stock") or in the common stock of any corporation spun off by ATI on the Distribution Date other than Teledyne Technologies and (B) that each Teledyne Technologies Individual shall have the right to direct the administrator of the Teledyne 401(k) Plan to liquidate such Teledyne Technologies Individual's interest in shares of ATI Common Stock, Teledyne Technologies Common Stock or the common

stock of any other previously related corporation and direct the method of reinvestment of the proceeds of such sale from among the options then available under the Teledyne 401(k) Plan.

(b) ESTABLISHMENT OF TELEDYNE TECHNOLOGIES 401(k) PLAN AND TRUST. The Teledyne Technologies 401(k) Plan, established by Teledyne Technologies no later than April 1, 2000 pursuant to Section 2.2, (i) shall be a qualified defined contribution plan within the meaning of Code Section 401(a),
(ii) except as provided under Section 4.1(c), shall contain provisions, terms and conditions substantially similar to the provisions, terms and conditions of the Teledyne 401(k) Plan, including provisions with respect to the ATI Common Stock and the common stock of Teledyne Technologies and any other corporation spun off by ATI on the Distribution Date, and shall further provide that Teledyne Technologies Individuals may maintain investments in ATI Common Stock, Teledyne Technologies Common Stock and/or stock of any previously related corporation until December 31, 2002 and, if ATI Common Stock and/or common stock of any previously related corporation other than Teledyne Technologies is held in accounts of Teledyne Technologies Individuals in the Teledyne 401(k) Plan as of December 31, 2002, interests of Teledyne Technologies Individuals in such stock shall be liquidated by the Plan administrator and the proceeds reinvested in Teledyne Technologies Common Stock, and (iii) shall provide coverage from and after the earlier of (i) its adoption by Teledyne Technologies or (ii) April 1, 2000 with respect to Teledyne Technologies Individuals who, as of the later of the dates above, were participants in the Teledyne 401(k) Plan, as amended as described in Section 4.1(a). The trust related to the Teledyne Technologies
401(k) Plan, established by Teledyne Technologies pursuant to Section 2.2, shall be exempt from taxation under Code Section 501(a).

(c) ASSUMPTION OF LIABILITIES AND TRANSFER OF ASSETS.

(i) Effective Immediately After the Distribution Date and until the earlier of (i) the date of adoption by Teledyne Technologies of the Teledyne Technologies 401(k) Plan or (ii) April 1, 2000, ATI shall administer or cause the administration of the assets and Benefit Liabilities of the Teledyne 401(k) Plan with respect to both Teledyne employees and Teledyne Technologies Individuals. Teledyne Technologies shall pay to ATI, within thirty days of presentment of an invoice therefor, an amount equal to the actual cost incurred by ATI for administration of the assets and Benefit Liabilities in the Teledyne 401(k) Plan relating to Teledyne Technologies Individuals. Teledyne Technologies Individuals shall continue to accrue service credit under the Teledyne 401(k) Plan for vesting and benefit eligibility purposes until the earlier of (i) the date of adoption by Teledyne Technologies of the Teledyne Technologies 401(k) Plan or (ii) April 1, 2000. Effective as of the earlier of
(i) adoption by Teledyne Technologies of the Teledyne Technologies 401(k) Plan or (ii) April 1, 2000: (A) the Teledyne Technologies 401(k) Plan shall assume and be solely responsible for all Benefit Liabilities to or relating to Teledyne Technologies Individuals under the Teledyne Technologies 401(k) Plan, and (B) ATI shall cause an amount equal to the aggregate account balances of the Teledyne Technologies Individuals participating under the Teledyne 401(k) Plan, whether such amounts are vested or unvested under the terms of the Teledyne
401(k) Plan, which are held by the related trust as of the applicable of (i) the date of adoption by Teledyne Technologies of the Teledyne Technologies 401(k) Plan or (ii) April 1, 2000 (or such other date as may be agreed by ATI and Teledyne Technologies) to be transferred to the Teledyne Technologies 401(k) Plan, and its related trust,

and Teledyne Technologies shall cause such transferred accounts to be accepted by such plan and trust. In ATI's sole and absolute discretion, the amount so transferred may be in cash or in kind or a combination thereof; provided, however, that the following shall be transferred in kind: (A) shares of ATI Common Stock, shares of Teledyne Technologies Common Stock allocated to participants' accounts as a result of the Distribution and shares of Water Pik Technologies, Inc. Common Stock allocated to participants' accounts as a result of the spin-off of ATI's consumer business; and (B) all promissory notes reflecting participant loans to Teledyne Technologies Individuals under the Teledyne 401(k) Plan outstanding as of the time of transfer.

(ii) If any benefit with respect to a Teledyne Technologies Individual under the Teledyne 401(k) Plan is subject to a qualified domestic relations order at the time of transfer, all documentation concerning such qualified domestic relations order shall be assigned to the Teledyne Technologies 401(k) Plan.

4.2 PACIFIC AVIONICS CORPORATION PROFIT SHARING PLAN. Effective Immediately After the Distribution Date, Teledyne Technologies will assume sponsorship of and all liabilities and responsibilities for the Pacific Avionics Corporation Profit Sharing Plan.

ARTICLE V

HEALTH AND WELFARE PLANS

5.1 ASSUMPTION OF HEALTH AND WELFARE PLAN LIABILITIES.

(a) Immediately After the Distribution Date, all Benefit Liabilities to or relating to Teledyne Technologies Individuals under the ATI Health and Welfare Plans shall cease to be Benefit Liabilities of the ATI Health and Welfare Plans and shall be assumed by the corresponding Teledyne Technologies Health and Welfare Plans.

(b) Notwithstanding Section 5.1(a), all treatments which have been pre-certified for or are being provided to a Teledyne Technologies Individual as of the Close of the Distribution Date shall be provided without interruption under the appropriate ATI Health and Welfare Plan until such treatment is concluded or discontinued pursuant to applicable plan rules and limitations, but Teledyne Technologies shall continue to be responsible for all Benefit Liabilities relating to, arising out of or resulting from such ongoing treatments as of the Close of the Distribution Date.

5.2 VENDOR CONTRACTS.

(a) THIRD-PARTY ASO CONTRACTS.

(i) ATI shall use its Reasonable Efforts to amend each administrative services only contract with a third-party administrator that relates to any of the ATI Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement to permit Teledyne Technologies to participate in the terms and conditions of such ASO Contract from

Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all ASO Contracts into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Teledyne Technologies to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as ATI.

(ii) ATI shall have the right to determine, and shall promptly notify Teledyne Technologies of, the manner in which Teledyne Technologies' participation in the terms and conditions of ASO Contracts as set forth above shall be effectuated. The permissible ways in which Teledyne Technologies' participation may be effectuated include automatically making Teledyne Technologies a party to the ASO Contracts or obligating the third party to enter into a separate ASO Contract with Teledyne Technologies providing for the same terms and conditions as are contained in the ASO Contracts to which ATI is a party (or such other arrangement as to which ATI and Teledyne Technologies shall mutually agree). Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. Teledyne Technologies hereby authorizes ATI to act on its behalf to extend to Teledyne Technologies the terms and conditions of the ASO Contracts. Teledyne Technologies shall fully cooperate with ATI in such efforts, and Teledyne Technologies shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice ATI's efforts.

(b) GROUP INSURANCE POLICIES.

(i) This Section 5.2(b) applies to group insurance policies not subject to allocation or transfer pursuant to the foregoing provisions of this Article V ("Group Insurance Policies").

(ii) ATI shall use its Reasonable Efforts to amend each Group Insurance Policy in existence as of the date of this Agreement for the provision or administration of benefits under the ATI Health and Welfare Plans to permit Teledyne Technologies to participate in the terms and conditions of such policy from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all Group Insurance Policies into which ATI enters or which ATI renews after the date of this Agreement but before the Close of the Distribution Date to allow Teledyne Technologies to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as ATI.

(iii) Teledyne Technologies' participation in the terms and conditions of each such Group Insurance Policy shall be effectuated by obligating the insurance company that issued such insurance policy to ATI to issue one or more separate policies to Teledyne Technologies. Such terms and conditions shall include the financial and termination provisions, performance standards and target claims. Teledyne Technologies hereby unconditionally and irrevocably authorizes ATI to act on its behalf to extend to Teledyne Technologies the terms and conditions of such Group Insurance Policies. Teledyne Technologies shall fully cooperate with ATI in such efforts, and Teledyne Technologies shall not perform any act, including discussing any alternative arrangements with third parties, that would prejudice ATI's efforts.

(c) HMO AGREEMENTS.

(i) Before the Distribution Date, ATI shall use its Reasonable Efforts to amend all letter agreements with HMOs that provide medical services under the ATI Medical Plans for 1999 ("HMO Agreements") in existence as of the date of this Agreement to permit Teledyne Technologies to participate in the terms and conditions of such HMO Agreements, in each case, from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all HMO Agreements into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Teledyne Technologies to participate in the terms and conditions of such HMO Agreements from Immediately After the Distribution Date until December 31, 2000 on the same basis as ATI.

(ii) ATI shall have the right to determine, and shall promptly notify Teledyne Technologies of, the manner in which Teledyne Technologies' participation in the terms and conditions of all HMO Agreements as set forth above shall be effectuated. The permissible ways in which Teledyne Technologies' participation may be effectuated include automatically making Teledyne Technologies a party to the HMO Agreements or obligating the HMOs to enter into letter agreements with Teledyne Technologies which are identical to the HMO Agreements (or such other arrangement as to which ATI and Teledyne Technologies shall mutually agree). Such terms and conditions shall include the financial and termination provisions of the HMO Agreements. Teledyne Technologies hereby authorizes ATI to act on its behalf to extend to Teledyne Technologies the terms and conditions of the HMO Agreements. Teledyne Technologies shall fully cooperate with ATI in such efforts, and Teledyne Technologies shall not perform any act, including discussing any alternative arrangements with any third-party, that would prejudice ATI's efforts.

(iii) Notwithstanding anything in this Article V to the contrary, Teledyne Technologies shall have the sole discretion to determine which HMOs to offer to the participants in the Teledyne Technologies Health and Welfare Plans for 2001 and subsequent years, and all HMO Agreements in which Teledyne Technologies participates pursuant to this Section 5.2(c) shall provide Teledyne Technologies with the right to discontinue its participation effective January 1, 2001.

5.3 PROCEDURES FOR AMENDMENTS TO PLANS, PLAN DESIGNS, ADMINISTRATIVE PRACTICES, AND VENDOR CONTRACTS.

(a) AMENDMENTS TO PLAN DOCUMENTS. From Immediately After the Distribution Date through December 31, 2000, Teledyne Technologies shall not amend any Teledyne Technologies Health and Welfare Plan or Plans, and Teledyne Technologies shall have no rights or privileges with respect to such Plans other than those rights and privileges contained in any policy, contract or other written arrangement governing such Plans. During any period in which ATI is providing Interim Services with respect to any Teledyne Technologies Health and Welfare Plan pursuant to Section 7.1, ATI shall have the right to amend any applicable Teledyne Technologies Health and Welfare Plan; provided that, in ATI's reasonable good faith opinion, such amendment will have no material adverse impact on the Teledyne Technologies Health and Welfare Plan or its participants or, to the extent a material adverse impact would occur, such

impact would affect both the applicable Teledyne Technologies Health and Welfare Plan and any corresponding ATI Health and Welfare Plan and any costs incurred as a result of such amendment shall be borne by ATI and Teledyne Technologies in the same proportion that Teledyne Technologies and ATI employees, respectively, participate.

(b) CHANGES IN VENDOR CONTRACTS, GROUP INSURANCE POLICIES, PLAN DESIGN, AND ADMINISTRATION PRACTICES AND PROCEDURES.

(i) From Immediately After the Distribution Date until December 31, 2000, Teledyne Technologies shall not materially modify, or take other action which would have a material effect on, any of the following items (each such modification, a "Change"): (A) the termination date, administration, or operation of (1) an ASO contract between ATI or Teledyne Technologies and a third-party administrator, (2) a Group Insurance Policy issued to ATI or Teledyne Technologies, or (3) an HMO Agreement with ATI or Teledyne Technologies, in each case, the material terms and conditions of which contracts and policies are extended to Teledyne Technologies or to which Teledyne Technologies becomes a party pursuant to Section 5.2; (B) the design of either an ATI Health and Welfare Plan or a Teledyne Technologies Health and Welfare Plan; or (C) the financing, operation, administration or delivery of benefits under either an ATI Health and Welfare Plan or a Teledyne Technologies Health and Welfare Plan.

(ii) During any period in which ATI is providing Interim Services with respect to any Teledyne Technologies Health and Welfare Plan pursuant to Section 7.1, ATI shall be permitted to make any Change to such Teledyne Technologies Plan; provided that, in ATI's reasonable good faith opinion, such Change would affect both the applicable Teledyne Technologies Health and Welfare Plan and any corresponding ATI Health and Welfare Plan and any costs incurred as a result of such amendment shall be borne by ATI and Teledyne Technologies in the same proportion that Teledyne Technologies and ATI employees, respectively, participate.

(c) EMPLOYEE CONTRIBUTIONS. Except as otherwise expressly provided in Sections 5.3(a) and 5.3(b), as of January 1, 2001, Teledyne Technologies shall have the right, in its sole and absolute discretion and without compliance with Sections 5.3(a) and 5.3(b), to increase or decrease the amount of employee contributions under their respective Health and Welfare Plans.

5.4 ATI SICKNESS AND ACCIDENT, LONG TERM DISABILITY AND PENSION DISABILITY BENEFITS. ATI shall transfer to Teledyne Technologies, effective Immediately After the Distribution Date, responsibility for administering all claims incurred by Teledyne Technologies Individuals and other employees and former employees of Teledyne Technologies and the Teledyne Technologies Entities before the Close of the Distribution Date that are administered by ATI as of the Close of the Distribution Date. Teledyne Technologies shall administer such claims in the same manner, and using the same methods and procedures, as ATI used in administering such claims. Teledyne Technologies shall have sole discretionary authority to make any necessary determinations with respect to such claims, including entering into settlements with respect to such claims.

5.5 POST-RETIREMENT HEALTH AND LIFE INSURANCE BENEFITS. As soon as practicable after the Distribution Date, Teledyne Technologies shall provide ATI with a list of all Teledyne Technologies Individuals who are, to the best knowledge of Teledyne Technologies, eligible to receive retiree medical or dental coverage under the ATI Health and Welfare Plans from and after the Distribution Date and/or post-retirement life insurance coverage under the ATI Group Life Program, and the type of retiree medical or dental coverage and the level of life insurance coverage for which they are eligible, as applicable.

5.6 COBRA AND DIRECT PAY. Effective Immediately After the Distribution Date, Teledyne Technologies shall solely be responsible for administering compliance with the health care continuation coverage requirements of COBRA and the Teledyne Technologies Health and Welfare plans, and, with respect to Teledyne Technologies Individuals, the ATI Health and Welfare Plans.

5.7 POST-DISTRIBUTION TRANSITIONAL ARRANGEMENTS.

(a) CONTINUANCE OF ELECTIONS, CO-PAYMENTS AND MAXIMUM BENEFITS.

(i) Teledyne Technologies shall cause the Teledyne Technologies Health and Welfare Plans to recognize and maintain all coverage and contribution elections made by Teledyne Technologies Individuals under the ATI Health and Welfare Plans and apply such elections under the Teledyne Technologies Health and Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. The transfer or other movement of employment from ATI to Teledyne Technologies at any time before the Close of the Distribution Date shall neither constitute nor be treated as a "status change" under the ATI Health and Welfare Plans or the Teledyne Technologies Health and Welfare Plans.

(ii) Teledyne Technologies shall cause the Teledyne Technologies Health and Welfare Plans to recognize and give credit for (A) all amounts applied to deductibles, out-of-pocket maximums, and other applicable benefit coverage limits with respect to which such expenses have been incurred by Teledyne Technologies Individuals under the ATI Health and Welfare Plans for the remainder of the year in which the Distribution occurs, and (B) all benefits paid to Teledyne Technologies Individuals under the ATI Health and Welfare Plans for purposes of determining when such persons have reached their lifetime maximum benefits under the Teledyne Technologies Health and Welfare Plans.

(iii) Teledyne Technologies shall recognize and maintain through December 31, 1999 all eligible populations covered by the ATI Health and Welfare Plans (as defined in the applicable ATI Health and Welfare Plan documents), including Class I and Class II dependents, term and temporary employees, alternate benefit plan employees, and all categories of part-time employees (which are fully and non-fully eligible for company contributions).

(iv) Teledyne Technologies shall (A) provide coverage to Teledyne Technologies Individuals under the Teledyne Technologies Group Life Program without the need to undergo a physical examination or otherwise provide evidence of insurability, and (B)

recognize and maintain all irrevocable assignments and accelerated benefit option elections made by Teledyne Technologies Individuals under the ATI Group Life Program.

(b) OTHER POST-DISTRIBUTION TRANSITIONAL RULES.

(i) ATI HCRA PLAN. To the extent any Teledyne Technologies Individual contributed to an account under the ATI HCRA Plan during the calendar year that includes the Distribution Date, effective as of the Close of the Distribution Date, ATI shall transfer to the Teledyne Technologies HCRA Plan the account balances of Teledyne Technologies Individuals for such calendar year under the ATI HCRA Plan, regardless of whether the account balance is positive or negative.

(ii) ATI CHILD/ELDER CARE REIMBURSEMENT ACCOUNT PLAN. To the extent any Teledyne Technologies Individual contributed to the ATI CECRA Plan during the calendar year that includes the Distribution Date, ATI shall transfer the account balances of Teledyne Technologies Individuals for such calendar year in the ATI CECRA Plan to the Teledyne Technologies CECRA Plan.

(iii) POST-RETIREMENT MEDICAL PLAN. For a period ending on December 31st of the calendar year which is five calendar years after the Distribution Date, Teledyne Technologies shall comply with all cost maintenance period requirements and benefit maintenance period requirements under Code Section 401(h) or 420 that are applicable to post-retirement health benefits under the Teledyne Technologies Health Plans for any pension asset transfers pursuant to Code Section 420 by or on behalf of ATI for qualified current retiree health liabilities (as defined under Code Section 420). With respect to any pension asset transfers pursuant to Code Section 420, Teledyne Technologies shall obtain ATI's prior written approval before amending any Teledyne Technologies Health Plan with respect to the provision of post-retirement health benefits during the cost maintenance or benefit maintenance periods to which the ATI Health Plans are subject pursuant to Code
Section 420 and no such amendment shall be effective in any respect until ATI's prior written approval is obtained. No pension asset transfer pursuant to Code
Section 420 shall be made by Teledyne Technologies after the date hereof and before the Close of the Distribution Date unless Teledyne Technologies and ATI so agree.

(iv) HEALTH AND WELFARE PLANS SUBROGATION RECOVERY. After the Close of the Distribution Date, ATI shall pay to Teledyne Technologies any amounts ATI recovers from time to time through subrogation or otherwise for claims incurred by or reimbursed to any Teledyne Technologies Individual. If Teledyne Technologies recovers any amounts through subrogation or otherwise for claims incurred by or reimbursed to employees and former employees of ATI or an ATI Entity and their respective beneficiaries and dependents (other than Teledyne Technologies Individuals), Teledyne Technologies shall pay such amounts to ATI.

5.8 APPLICATION OF ARTICLE V TO TELEDYNE TECHNOLOGIES ENTITIES. Any reference in this Article V to "Teledyne Technologies" shall include a reference to a Teledyne Technologies Entity when and to the extent ATI or Teledyne Technologies has caused the Teledyne Technologies Entity to (a) become a party to a vendor contract, group

insurance contract, or HMO letter agreement associated with a Teledyne Technologies Health and Welfare Plan, (b) become a self-insured entity for the purposes of one or more Teledyne Technologies Health and Welfare Plans, (c) assume all or a portion of the liabilities or administrative responsibilities for benefits which arose before the Close of the Distribution Date under an ATI Health and Welfare Plan and which were expressly assumed by Teledyne Technologies pursuant to the terms of this Agreement, or (d) take any other action, extend any coverage, assume any other liability or fulfill any other responsibility that Teledyne Technologies would otherwise be required to take under the terms of this Article V, unless it is clear from the context that the particular reference is not intended to include a Teledyne Technologies Entity. In all such instances in which a reference in this Article V to "Teledyne Technologies" includes a reference to a Teledyne Technologies Entity, Teledyne Technologies shall be responsible to ATI for ensuring that the Teledyne Technologies Entity complies with the applicable terms of this Agreement and the Teledyne Technologies Individuals allocated to such Teledyne Technologies Entity shall have the same rights and entitlements to benefits under the applicable Teledyne Technologies Health and Welfare Plans that the Teledyne Technologies Individual would have had if he or she had instead been allocated to Teledyne Technologies. Further, each such Teledyne Technologies Entity, unless otherwise expressly provided under the terms of this Agreement or any Ancillary Agreement, shall defend, indemnify and hold harmless ATI for any costs incurred by ATI pursuant to the provisions of Article V on behalf of or related to such Teledyne Technologies Entity.

ARTICLE VI

EXECUTIVE BENEFITS AND NON-EMPLOYEE DIRECTOR BENEFITS

6.1 ASSUMPTION OF OBLIGATIONS. Except as otherwise expressly provided in this Article VI, effective Immediately After the Distribution Date, Teledyne Technologies and the Teledyne Technologies Entities shall assume and be solely responsible for all Benefit Liabilities to or relating to Teledyne Technologies Individuals under all ATI Executive Benefit Plans.

6.2 CONSENTS AND NOTIFICATIONS. ATI and Teledyne Technologies shall use their Reasonable Efforts to obtain, or cause to be obtained, to the extent necessary, the written consent of each Teledyne Technologies Individual who is a party to a separate agreement between the Individual and ATI and/or a participant in any ATI Executive Benefit Plan, to the treatment of such individual agreement and/or Executive Benefit Plan, as applicable, in accordance with this Article VI, including the assumption by Teledyne Technologies and the Teledyne Technologies Entities, of sole responsibility for, and the release of ATI and the ATI Entities from, all Benefit Liabilities thereunder; provided, that no failure to seek or to obtain any such consent shall have any effect upon the obligations of Teledyne Technologies and the Teledyne Technologies Entities with respect to such Benefit Liabilities.

6.3 ATI 1999 BONUS PLAN. Subject to the provisions of Section 6.4(a)(ii)(B), Teledyne Technologies shall be responsible for determining, with respect to all Awards that would otherwise be payable under any bonus Plan or arrangement to Teledyne Technologies Individuals for the 1999 performance year,
(a) the extent to which established performance criteria (as

interpreted by Teledyne Technologies, in its sole discretion, after taking into account the effects of the Distribution) have been met and (b) the payment level for each Teledyne Technologies Individual.

6.4 ATI INCENTIVE PLANS. ATI and Teledyne Technologies shall use their Reasonable Efforts to take all actions necessary or appropriate so that each outstanding Award granted under any ATI Incentive Plan held by any Teledyne Technologies Individual shall be determined, converted or replaced, as the case may be, as set forth in this Section 6.4 with an Award under the Teledyne Technologies Incentive Plan.

(a) TELEDYNE TECHNOLOGIES INDIVIDUALS WHO ARE ACTIVE EMPLOYEES OF TELEDYNE TECHNOLOGIES.

(i) STOCK OPTIONS. Teledyne Technologies shall cause each ATI Option that is outstanding as of the Close of the Distribution Date and is held by a Teledyne Technologies Individual to be converted, effective Immediately After the Distribution Date, to a Teledyne Technologies Option (a "Converted Option"). Such Converted Option shall provide for the option to purchase a number of shares of Teledyne Technologies Common Stock equal to the number of shares of ATI Common Stock subject to such ATI Option as of the Close of the Distribution Date, multiplied by the Ratio, and then rounded up to the nearest whole share. The per-share exercise price of such Converted Option shall equal the per-share exercise price of such ATI Option as of the Close of the Distribution Date divided by the Ratio. Each such Converted Option shall otherwise have the same terms and conditions as were applicable to the corresponding ATI Option as of the Close of the Distribution Date, except that references to ATI and its Affiliates shall be amended to refer to Teledyne Technologies and its Affiliates.

(ii) PERFORMANCE AWARDS.

(A) The current performance period under the ATI Performance Share Program is the three-year period commencing on January 1, 1998. Either prior to or within a reasonable time after the Distribution Date, in accordance with the provisions of Section 6.4(a)(ii)(B), the applicable ATI Performance Award under the ATI Performance Share Program shall be determined by ATI with respect to each Teledyne Technologies Individual for the period from January 1, 1998 through the Distribution Date. Effective Immediately After the Distribution Date, Teledyne Technologies and the Teledyne Technologies Entities shall assume and be solely responsible for all Benefit Liabilities to or relating to Teledyne Technologies Individuals with respect to the administration and distribution of Performance Awards to such Teledyne Technologies Individuals.

(B) Notwithstanding the provisions of
Section 6.3, the ATI Personnel and Compensation Committee or the Stock Incentive Award Subcommittee, as the case may be, shall determine, in its sole and absolute discretion, with respect to each Teledyne Technologies Individual, the extent to which, as of the Distribution Date, such Individual has achieved target performance levels established under the ATI Performance Share Program and the appropriate Performance Award for such Individual based upon such performance. The Performance Award so determined shall be pro-rated by multiplying the Performance Award

determined under the preceding sentence by a fraction, the numerator of which shall be equal to the number of months from and including January 1, 1998 to the month in which the Distribution Date occurs and the denominator of which shall be 36. The Performance Award as determined hereunder shall be distributed by Teledyne Technologies and the Teledyne Technologies Entities to the applicable Teledyne Technologies Individual as provided under the terms of the Performance Share Program; provided, however, that any ATI Common Stock allocated or otherwise awarded to a Teledyne Technologies Individual as part of a Performance Award under the provisions of this Section 6.4(a)(ii) shall, prior to any distribution to such Individual and, in any event, no later than Immediately After the Distribution Date, be converted into Teledyne Technologies Common Stock by multiplying the number of shares of ATI Common Stock subject to such Performance Award by an appropriate ratio, as determined by ATI's Board of Directors or an applicable Committee thereof and then rounding the product up to the nearest whole share. Teledyne Technologies shall pay to the holder of such Performance Award, at the time of such conversion, cash in lieu of any fractional share based on the Teledyne Technologies Stock Value.

(iii) SARP. As of the Distribution Date, all shares of ATI Common Stock issued and outstanding held by a Teledyne Technologies Individual under the ATI SARP as Designated Stock or Purchased Stock (as those terms are defined in the ATI SARP) shall continue to be so held, and the shares of Teledyne Technologies Common Stock received by Teledyne Technologies Individuals in respect of their Purchased Stock and Designated Stock pursuant to the distribution terms of Article III of the Separation and Distribution Agreement and the shares of Water Pik Technologies, Inc. Common Stock received by Teledyne Technologies Individuals in respect of their Purchased Stock and Designated Stock as a result of the spin-off of Water Pik Technologies, Inc. by ATI to ATI's stockholders shall also be considered Designated Stock or Purchased Stock, as the case may be, subject to the terms of the ATI SARP. Effective Immediately After the Distribution Date, Teledyne Technologies shall assume all Benefit Liabilities to or relating to Teledyne Technologies Individuals under the ATI SARP relating to the Restricted Stock (as that term is defined in the ATI SARP), but ATI shall retain all promissory notes payable by participants into the ATI SARP, including Teledyne Technologies Individuals, to the order of ATI, and the collateral with respect to such notes shall include all shares of ATI Common Stock that were pledged as collateral for purposes of the ATI SARP immediately prior to the Distribution Date as well as the shares of Teledyne Technologies Common Stock and Water Pik Technologies, Inc. Common Stock issued in respect of such shares of ATI Common Stock held as collateral. Effective Immediately After the Distribution Date, pursuant to the terms of the ATI SARP, all Teledyne Technologies Individuals holding awards of Restricted Stock under the ATI SARP as of the Distribution Date shall receive, without any further action on their part and in substitution for all shares of Restricted Stock held immediately prior to the Distribution Date by such Teledyne Technologies Individuals under the ATI SARP, a number of shares of Teledyne Technologies Common Stock determined by multiplying the number of shares of ATI Common Stock that are held immediately prior to the Distribution Date as Restricted Stock under the ATI SARP by an appropriate ratio, as determined by ATI's Board of Directors or an applicable Committee thereof then rounding the product up to the nearest whole share, and such shares of Teledyne Technologies Common Stock shall be subject to the same restrictions as the shares of ATI Common Stock prior to the conversion.

(b) TELEDYNE TECHNOLOGIES INDIVIDUALS WHO ARE NOT ACTIVE EMPLOYEES OF TELEDYNE TECHNOLOGIES. Each outstanding Award that is held by an individual who, as of the Close of the Distribution Date, would otherwise be a Teledyne Technologies Individual but is not an active employee of or on leave of absence from Teledyne Technologies or a Teledyne Technologies Entity shall remain outstanding Immediately After the Distribution Date in accordance with its terms as applicable as of the Close of the Distribution Date, subject to such adjustments as may be applicable to outstanding Awards held by individuals who remain active employees of or on leave of absence from ATI or an ATI Entity after the Distribution Date.

6.5 ATI NONQUALIFIED DEFERRED COMPENSATION PROGRAMS.

(a) ASSUMPTION OF LIABILITIES AND TRANSFER OF ASSETS. Effective Immediately After the Distribution Date, Teledyne Technologies shall assume all Benefit Liabilities to or relating to Teledyne Technologies Individuals under the ATI Nonqualified Deferred Compensation Programs. Effective Immediately After the Distribution Date, to the extent ATI has acquired Corporate-Owned Life Insurance Policies as a source of payment of liabilities which are or may be payable under the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan with respect to Teledyne Technologies Individuals, ATI shall cause the transfer, either by assignment or any other reasonable means, to Teledyne Technologies of Policies on the lives of Teledyne Technologies Individuals and such other employees or former employees of ATI or its subsidiaries as ATI may, in its sole and absolute discretion select, or any portion thereof, having in the aggregate a cash surrender value equal to the amount of any Benefit Liabilities for Teledyne Technologies Individuals under the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan.

(b) GUARANTEE OF CERTAIN OBLIGATIONS. ATI shall guarantee to Teledyne Technologies Individuals who are participants in the Teledyne, Inc. Pension Equalization Plan payment of the Benefit Liabilities of Teledyne under such plan to such participants as of the Distribution Date to the extent Teledyne Technologies is unable to satisfy such Benefit Liabilities.

(c) CORPORATE-OWNED LIFE INSURANCE. ATI and Teledyne Technologies shall take all actions necessary to replicate the manner in which ATI has heretofore held Corporate-Owned Life Insurance Policies, and executing or accepting delivery of any assignments reasonably requested by either party or any insurance company insuring one or more lives under the Corporate-Owned Life Insurance Policies, as may be necessary or appropriate in order to assign those Policies insuring Teledyne Technologies Individuals to Teledyne Technologies, effective Immediately After the Distribution Date. If a Corporate-Owned Life Insurance Policy is so assigned to Teledyne Technologies, Teledyne Technologies shall assume and be solely responsible for all Benefit Liabilities, and shall be entitled to all benefits, thereunder, effective as of the earlier of (i) the Close of the Distribution Date and (ii) the date of such assignment. ATI and Teledyne Technologies shall continue, liquidate and/or administer such Corporate-Owned Life Insurance Policies on terms and conditions agreed to by ATI and Teledyne Technologies. ATI and Teledyne Technologies shall share all information that may be necessary

to identify the individuals insured by the Corporate-Owned Life Insurance Policies owned by ATI and/or Teledyne Technologies and to determine when and whether such individuals are deceased.

6.6 NON-EMPLOYEE DIRECTOR BENEFITS. The parties intend that all Teledyne Technologies Non-Employee Directors who were ATI Non-Employee Directors prior to the Distribution Date may continue to serve as ATI Non-Employee Directors. In furtherance of such intention, ATI shall retain all Benefit Liabilities with respect to the services of its Non-Employee Directors under the ATI Non-Employee Director Plans accrued as of the Distribution Date. Teledyne Technologies assumes no Benefit Liabilities under the ATI Non-Employee Director Plans.

6.7 CONFIDENTIALITY AND PROPRIETARY INFORMATION. No provision of this Agreement shall be deemed to release any individual for a violation of any agreement or policy pertaining to confidential or proprietary information of ATI or any of its Affiliates, or otherwise relieve any individual of his or her obligations under any such agreement or policy.

ARTICLE VII

GENERAL AND ADMINISTRATIVE

7.1 INTERIM SERVICES AGREEMENT. Effective on or before the Distribution Date, ATI and Teledyne Technologies shall enter into an agreement relating to the coordination of and payment for interim services to be provided by ATI regarding the establishment and administration of the Teledyne Technologies Plans (the "Interim Services Agreement"). The provisions of the Interim Services Agreement shall be incorporated by reference in this Agreement and shall become a part of this Agreement.

7.2 PAYMENT OF LIABILITIES, PLAN EXPENSES AND RELATED MATTERS.

(a) ACTUARIAL AND ACCOUNTING METHODOLOGIES AND ASSUMPTIONS. For purposes of this Agreement, unless specifically indicated otherwise: (i) all actuarial methodologies and assumptions used for a particular Plan shall (except to the extent otherwise determined by ATI and Teledyne Technologies to be reasonable or necessary) be substantially the same as those used in the actuarial valuation of that Plan used to determine minimum funding requirements under ERISA Section 302 and Code Section 412(c) for 1999, or, if such Plan is not subject to such minimum funding requirements, the assumptions used to prepare ATI's audited financial statements for 1999, as the case may be; and
(ii) the value of plan assets shall be the value established by ATI for purposes of audited financial statements of the relevant plan or trust for the period ending on the date as of which the valuation is to be made. Except as otherwise contemplated by this Agreement or as required by law, all determinations as to the amount or valuation of any assets of or relating to any ATI Plan (whether or not such assets are being transferred to a Teledyne Technologies Plan) shall be made by ATI in its sole and absolute discretion and such determination shall be final and binding on all parties.

(b) PAYMENT OF LIABILITIES; DETERMINATION OF EMPLOYEE STATUS. Teledyne Technologies shall pay directly, or reimburse ATI promptly for, all Benefit Liabilities assumed by it pursuant to this Agreement, including all compensation payable to Teledyne Technologies Individuals for services rendered while in the employ of ATI or an ATI Entity before becoming a Teledyne Technologies Individual (to the extent not charged for pursuant to Section 7.1 or another Ancillary Agreement). To the extent the amount of such Benefit Liabilities is not yet determinable because the status of individuals as Teledyne Technologies Individuals is not yet determined, except as otherwise specified herein or in another Ancillary Agreement with respect to particular Benefit Liabilities, Teledyne Technologies shall make such payments or reimbursements based upon ATI's reasonable estimates of the amounts thereof, and when such status is determined, Teledyne Technologies shall make additional reimbursements or payments, or ATI shall reimburse Teledyne Technologies, to the extent necessary to reflect the actual amount of such Benefit Liabilities. In determining the number of individuals in any particular group of employees described in this Agreement (such as "Teledyne Technologies Individuals"), no individual shall be counted twice. Determinations of what entity employs or employed a particular individual shall be made by reference to the applicable legal entity and/or other appropriate accounting code, to the extent possible.

7.3 SHARING OF PARTICIPANT INFORMATION. ATI and Teledyne Technologies shall share, ATI shall cause each applicable ATI Entity to share, and Teledyne Technologies shall cause each applicable Teledyne Technologies Entity to share, with each other and their respective agents and vendors (without obtaining releases) all participant information necessary for the efficient and accurate administration of each of the ATI Plans and the Teledyne Technologies Plans. ATI and Teledyne Technologies and their respective authorized agents shall, subject to applicable laws on confidentiality, be given reasonable and timely access to, and may make copies of, all information relating to the subjects of this Agreement in the custody of the other party, to the extent necessary for such administration. Until December 31, 2000, all participant information shall be provided in a manner and medium that is compatible with the data processing systems of ATI as in effect on the Close of the Distribution Date, unless otherwise agreed to by ATI and Teledyne Technologies.

7.4 REPORTING AND DISCLOSURE AND COMMUNICATIONS TO PARTICIPANTS. Teledyne Technologies shall take, and shall cause each other applicable Teledyne Technologies Entity to take, all actions necessary or appropriate to facilitate the distribution of all applicable ATI Plan-related communications and materials to Teledyne Technologies Individuals and their beneficiaries, including summary plan descriptions and related summaries of material modification, summary annual reports, investment information, prospectuses, notices and enrollment material related to the Teledyne Technologies Plans. Teledyne Technologies shall pay ATI the cost relating to the copies of all such documents provided to Teledyne Technologies, except to the extent such costs are charged pursuant to Section 7.1 or pursuant to an Ancillary Agreement. Teledyne Technologies shall assist, and Teledyne Technologies shall cause each other applicable Teledyne Technologies Entity to assist, ATI in complying with all reporting and disclosure requirements of ERISA, including the preparation of Form 5500 annual reports for the ATI Plans, where applicable.

7.5 NON-TERMINATION OF EMPLOYMENT; NO THIRD-PARTY BENEFICIARIES. No provision of this Agreement or the Separation and Distribution Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any Teledyne Technologies Individual or other future, present or former employee of ATI, an ATI Entity, Teledyne Technologies, or a Teledyne Technologies Entity under any ATI Plan or Teledyne Technologies Plan or otherwise. Without limiting the generality of the foregoing: (i) the Distribution shall not cause any employee to be deemed to have incurred a termination of employment which entitles such individual to the commencement of benefits under any of the ATI Plans, any of the Teledyne Technologies Plans, or any individual agreements; and (ii) except as expressly provided in this Agreement, nothing in this Agreement shall preclude Teledyne Technologies, at any time after the Close of the Distribution Date, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Teledyne Technologies Plan, any benefit under any Plan or any trust, insurance policy or funding vehicle related to any Teledyne Technologies Plan unless such change could or will increase the obligations of ATI or any ATI Entity under any plan or arrangement.

7.6 BENEFICIARY DESIGNATIONS. All beneficiary designations made by Teledyne Technologies Individuals for ATI Plans shall be transferred to and be in full force and effect under the corresponding Teledyne Technologies Plans until such beneficiary designations are replaced or revoked by the Teledyne Technologies Individual who made the beneficiary designation.

7.7 REQUESTS FOR IRS RULINGS AND DOL OPINIONS. Teledyne Technologies shall cooperate fully with ATI on any issue relating to the transactions contemplated by this Agreement for which ATI elects to seek a determination letter or private letter ruling from the IRS or an advisory opinion from the DOL. ATI shall cooperate fully with Teledyne Technologies with respect to any request for a determination letter or private letter ruling from the IRS or advisory opinion from the DOL with respect to any of the Teledyne Technologies Plans relating to the transactions contemplated by this Agreement.

7.8 FIDUCIARY MATTERS. ATI and Teledyne Technologies each acknowledges that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard.

7.9 COLLECTIVE BARGAINING. To the extent any provision of this Agreement is contrary to the provisions of any collective bargaining agreement to which ATI or any Affiliate of ATI is a party, the terms of such collective bargaining agreement shall prevail. Should any provisions of this Agreement be deemed to relate to a topic determined by an appropriate authority to be a mandatory subject of collective bargaining, ATI or Teledyne Technologies may be obligated to bargain with the union representing affected employees concerning those subjects. Neither party will agree to a modification of any collective bargaining agreement without the consent of the other.

7.10 CONSENT OF THIRD PARTIES. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or a union) and such consent is withheld, ATI and Teledyne Technologies shall use their Reasonable Efforts to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, ATI and Teledyne Technologies shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

7.11 INDEMNIFICATION OF ATI. Teledyne Technologies shall indemnify, defend and hold harmless ATI, each ATI Entity and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "ATI Indemnitees") from and against (i) any and all Benefit Liabilities of the ATI Indemnitees to the extent any such Benefit Liabilities are assumed by Teledyne Technologies or a Teledyne Technologies Entity under this Agreement and (ii) any and all changes or modifications to any rights, privileges or benefits of or relating to any Teledyne Technologies Individual as provided in or otherwise contemplated by this Agreement.

ARTICLE VIII

MISCELLANEOUS

8.1 FOREIGN PLANS. To the extent that Teledyne Technologies has or assumes any responsibility for sponsorship, maintenance or administration of any Foreign Plan, ATI shall have no responsibility or liability with respect to such Plan and Teledyne Technologies shall indemnify and hold harmless ATI from any liability under such Plan.

8.2 EFFECT IF DISTRIBUTION DOES NOT OCCUR. If the Distribution does not occur, then all actions and events that are, under this Agreement, to be taken or occur effective as of the Close of the Distribution Date, Immediately After the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed by Teledyne Technologies and ATI.

8.3 RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship set forth herein.

8.4 AFFILIATES. Each of ATI and Teledyne Technologies shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by an ATI Entity or a Teledyne Technologies Entity, respectively.

8.5 COUNTERPARTS; ENTIRE AGREEMENT; CORPORATE POWER. (a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and

the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

(b) This Agreement, and the Exhibits, Schedules and Appendices hereto and thereto contain the entire agreement between the parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties other than those set forth or referred to herein or therein.

(c) ATI represents on behalf of itself and each ATI Entity, and Teledyne Technologies represents on behalf of itself and each Teledyne Technologies Entity, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each party hereto acknowledges that it and each other party hereto may be executing this Agreement by facsimile, stamp or mechanical signature. Each party hereto expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature, agrees that it will not assert that any such signature is not adequate to bind such party to the same extent as if it were signed manually and agrees that at the reasonable request of any other party hereto at any time it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof).

8.6 GOVERNING LAW; CONSENT TO JURISDICTION.

(a) This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies, irrespective of the choice of laws principles of the Commonwealth of Pennsylvania.

(b) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Court of Common Pleas of Allegheny County, Pennsylvania and (ii) the United States District Court for the Western District of Pennsylvania, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each of the parties hereto further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such party's respective address set forth in Section 8.9 will be effective service of process for any action, suit or proceeding in Pennsylvania with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions

contemplated hereby in (i) the Court of Common Pleas of Allegheny County, Pennsylvania or (ii) the United States District Court for the Western District of Pennsylvania, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

8.7 ASSIGNABILITY. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no party hereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other party hereto.

8.8 THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided herein, (a) the provisions of this Agreement are solely for the benefit of the parties and are not intended to confer upon any Person except the parties any rights or remedies hereunder, (b) there are no third party beneficiaries of this Agreement, and (c) this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. No party shall be required to deliver any notice under this Agreement to any other party with respect to any matter in which such other party has no right, remedy or claim.

8.9 NOTICES. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the United States mail or private express mail, postage prepaid, addressed as follows:

If to ATI, to:         Allegheny Teledyne Incorporated
                       1000 Six PPG Place
                       Pittsburgh, Pennsylvania 15222-5479
                       Attn:  Senior Vice President, General Counsel
                                 and Secretary

If to Teledyne
  Technologies, to:    Teledyne Technologies Incorporated
                       2049 Century Park East
                       Los Angeles, California 90067-3101
                       Attn:  Senior Vice President, General Counsel
                                 and Secretary

Any party may, by notice to the other party, change the address to which such notices are to be given.

8.10 SEVERABILITY. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby or thereby, as the case may be, is not affected in any manner adverse to any party. Upon

such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.

8.11 HEADINGS. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

8.12 WAIVERS OF DEFAULT. Waiver by any party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party.

8.13 AMENDMENTS. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the party against whom it is sought to enforce such waiver, amendment, supplement or modification.

8.14 INTERPRETATION. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires. The terms "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto) and not to any particular provision of this Agreement. Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement unless otherwise specified. The word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless the context otherwise requires or unless otherwise specified. The word "or" shall not be exclusive. Unless expressly stated to the contrary in this Agreement, all references to "the date hereof," "the date of this Agreement," "hereby" and "hereupon" and words of similar import shall all be references to November 29, 1999, regardless of any amendment or restatement hereof.

8.15 DISPUTES.

(a) Resolution of any and all disputes arising from or in connection with this Agreement, whether based on contract, tort, statute or otherwise, including, but not limited to, disputes in connection with claims by third parties (collectively, "Disputes"), shall be subject to the provisions of this
Section 8.15; provided, however, that nothing contained herein shall preclude any party from seeking or obtaining (i) injunctive relief or (ii) equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of Disputes hereunder.

(b) Any party may give the other parties written notice of any Dispute not resolved in the normal course of business. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation between executives of the parties who have authority to settle the controversy. Within 15 days after delivery of the notice, the foregoing executives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary for a period not to exceed five days, to attempt to resolve the Dispute. All reasonable requests for information made by one party to the other will be honored. If the parties

do not resolve the Dispute within such 20 day period (the "Initial Mediation Period"), the parties shall attempt in good faith to resolve the Dispute by negotiation between or among the Designated Officers (as defined in the Separation and Distribution Agreement). The Designated Officers shall meet at a mutually acceptable time and place (but in no event no later than 15 days following the expiration of the Initial Mediation Period) and thereafter as often as they reasonably deem necessary for a period not to exceed 15 days, to attempt to resolve the Dispute.

(c) If the Dispute has not been resolved by negotiation within 50 days of the first party's notice, or if the parties failed to meet within 15 days of the first party's notice, or if the Designated Officers failed to meet within 35 days of the first party's notice, any party may commence any litigation or other procedure allowed by law.

IN WITNESS WHEREOF, the parties have caused this Employee Benefits Agreement to be duly executed as of the day and year first above written.

ALLEGHENY TELEDYNE INCORPORATED

By  /s/ James L. Murdy
  -----------------------------------
Title
     --------------------------------

TELEDYNE TECHNOLOGIES
INCORPORATED

By  /s/ Robert Mehrabian
  -----------------------------------
Title
     --------------------------------

TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT, dated this 29th day of November, 1999, is made by and between TDY HOLDINGS, LLC, a Delaware limited liability company (hereinafter "HOLDINGS"); and TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware corporation (hereinafter "TELEDYNE TECHNOLOGIES").

WHEREAS, HOLDINGS is the owner of the entire right, title, and interest in the TELEDYNE and TELEDYNE LOGO trademark registrations and applications in the United States and foreign countries for numerous classes of goods and services, and HOLDINGS' affiliates have used the word "TELEDYNE" as a trademark, trade name, and service mark, and the TELEDYNE LOGO as a trademark and service mark;

WHEREAS, the affiliates, divisions, operating companies, subsidiaries, and business units of Allegheny Teledyne Incorporated used TELEDYNE and the TELEDYNE LOGO as a trademark, trade name, or service mark in the United States and foreign countries on and in connection with certain goods and services, as shown in the Exhibit (hereinafter "TRADEMARKS"); and

WHEREAS, TELEDYNE TECHNOLOGIES desires to license the TRADEMARKS under the terms and conditions hereinafter set forth.

In consideration of the mutual promises, and intending to be legally bound, the parties agree as follows:

ARTICLE I - DEFINITIONS

1.0 "PRODUCTS" means and includes those products made, used, and sold, and those services rendered by TELEDYNE TECHNOLOGIES prior to its formation, reasonable product and services extensions, and such other related products and services that may be added to this license upon written notice by TELEDYNE TECHNOLOGIES to HOLDINGS.

ARTICLE II - LICENSE

2.0 HOLDINGS hereby grants to TELEDYNE TECHNOLOGIES a world-wide right and license (subject to certain conditions hereinafter set forth):

(a) to use the word TELEDYNE as a trademark, trade name, and service mark in connection with the Products of TELEDYNE TECHNOLOGIES, and

(b) to use the TELEDYNE LOGO as a trademark and service mark in connection with Products of TELEDYNE TECHNOLOGIES.

2.1 Such license of paragraph 2.0 is exclusive, except for the reservation of world-wide rights and licenses in HOLDINGS, for and on behalf of its affiliates, to use TELEDYNE

and TELEDYNE LOGO as a trademark, trade name, and service mark in connection with any and all products sold and services rendered which do not compete with the Products of TELEDYNE TECHNOLOGIES. This reservation shall continue until terminated by HOLDINGS at its sole discretion.

ARTICLE III - LICENSE FEE

3.0 TELEDYNE TECHNOLOGIES shall pay to HOLDINGS an annual license fee of US$ 100,000 for the license granted under ARTICLE II. The fee shall be payable within thirty (30) days after the effective date of this Agreement, and thereafter annually on the anniversary of the effective date, until terminated.

ARTICLE IV - OPTION TO PURCHASE

4.0 Unless this Agreement is terminated under Article VI, on the last business day preceding the fifth year anniversary, TELEDYNE TECHNOLOGIES shall have the right to purchase the TRADEMARKS for use within the scope of rights and licenses granted in ARTICLE II and all other rights, title, and interest in the TRADEMARKS at US$ 412,000, which the parties agree is the predicted fair market value price on the fifth year anniversary. TELEDYNE TECHNOLOGIES shall give notice to HOLDINGS of its intention to purchase within thirty (30) days prior to the fifth year anniversary. Such purchase price shall be payable to HOLDINGS on the last business day preceding the fifth year anniversary.

ARTICLE V - QUALITY

5.0 TELEDYNE TECHNOLOGIES agrees to establish and maintain product specifications and product inspection and quality control procedures and records satisfactory to HOLDINGS with respect to all Products, which specifications, inspections, and procedures shall be at least equivalent to those in practice at TELEDYNE TECHNOLOGIES at the time of this Agreement.

5.1 HOLDINGS shall have the right to monitor periodically the quality of the Products used in connection with the TRADEMARKS and the proper usage of the TRADEMARKS. TELEDYNE TECHNOLOGIES shall permit HOLDINGS to inspect TELEDYNE TECHNOLOGIES plants, warehouses, and other establishments, and to inspect any Products located therein, at any time during regular business hours with reasonable notice.

5.2 TELEDYNE TECHNOLOGIES shall use and mark all Products with TRADEMARKS as reasonably practical in the proper trademark manner, and shall comply with all laws and regulations pertaining to the proper use and designation of TRADEMARKS in all countries.

5.3 HOLDINGS shall have the right to revoke the license and rights if the quality standards or proper usage are not maintained; provided that HOLDINGS shall give written notice

to TELEDYNE TECHNOLOGIES of any deficiency and a reasonable time to correct the same before terminating this Agreement and license.

ARTICLE VI - TERM AND TERMINATION

6.0 This Agreement shall continue for one (1) year and shall be automatically renewed for four (4) successive one-year periods and then shall terminate unless terminated at an earlier date as provided herein.

6.1 TELEDYNE TECHNOLOGIES may terminate this Agreement and the license hereunder for any reason upon written notification of its intention to do so at least ninety (90) days prior to each anniversary date of this Agreement.

6.2 HOLDINGS may terminate this Agreement and the license hereunder for cause (a) if TELEDYNE TECHNOLOGIES breaches any material condition of this license, and fails to cure the breach within sixty (60) days or such other period as the parties may agree after receiving notice of such breach, or (b) if TELEDYNE TECHNOLOGIES discontinues business, becomes insolvent, appoints a receiver, or goes into liquidation, or (c) if control of TELEDYNE TECHNOLOGIES passes to any party or parties which HOLDINGS judges would be contrary to interests of HOLDINGS or its affiliates.

6.3 Promptly after the termination of this Agreement and the license granted hereunder, TELEDYNE TECHNOLOGIES shall have no further rights in TRADEMARKS, shall discontinue use of the TRADEMARKS, shall take any and all reasonable actions requested by HOLDINGS for establishing that it has no rights in the TRADEMARK, and shall not adopt in place of TRADEMARKS, any word, expression, portions or combinations thereof, or foreign language equivalents that are confusingly similar thereto.

ARTICLE VII - MISCELLANEOUS

7.0 The parties acknowledge that the TRADEMARKS are owned by HOLDINGS, and that TELEDYNE TECHNOLOGIES has the right to apply for registration of any mark, portions thereof, or foreign language equivalents with the express written approval of HOLDINGS, which shall not be unreasonably withheld.

7.1 TELEDYNE TECHNOLOGIES agrees that it will not infringe TRADEMARKS by unauthorized use, will not contest the HOLDINGS rights in TRADEMARKS, nor assist, encourage, or induce another in such use or contest. TELEDYNE TECHNOLOGIES further agrees that neither it nor any person or entity which it controls or is controlled by, shall assert any rights of ownership in the licensed TRADEMARKS.

7.2 TELEDYNE TECHNOLOGIES shall defend, indemnify, and hold harmless HOLDINGS and its affiliates and officers and directors against any and all claims, demands, actions and causes of actions of any nature whatsoever in any jurisdiction, and any expense incident to the defense thereof for injury to or death to persons, and for loss of or damage to

property arising in connection with the manufacture, assembly, sale by TELEDYNE TECHNOLOGIES of Products in connection with the TRADEMARKS, regardless of the legal theory.

7.3 TELEDYNE TECHNOLOGIES shall comply with all security and export control laws and regulations of the United States and relevant foreign countries in the sale of Products.

7.4 The rights and privileges granted to TELEDYNE TECHNOLOGIES are personal, indivisible, and non-assignable.

7.5 This Agreement shall constitute the entire agreement between the parties on this subject matter, and there are no other understandings, expressed or implied, with respect to the subject matter of this Agreement, which shall not be modified except in writing by both parties.

The parties have signed this Agreement to be effective as first written above.

TELEDYNE TECHNOLOGIES                           TDY HOLDINGS, LLC

By: /s/ Robert Mehrabian                        By: /s/ James L. Murdy
   ------------------------------                  -----------------------------
Name:  Robert Mehrabian                         Name:

Title: President and Chief Executive Officer Title:

EXHIBIT

(See attached list of US and foreign trademark applications and registrations comprising TRADEMARKS)