THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Teledyne Technologies Incorporated (TDY)

3/9/2006 Proxy Information

Spin-Off Agreements

We entered into several agreements with ATI governing the separation of our businesses and various employee benefits, compensation, tax, indemnification and transition arrangements. Our principal spin-off requirements, including the arrangement to ensure a favorable tax treatment, have been satisfied. Only one of our nine directors continues to serve on ATI’s board. In addition, under one of our spin-off agreements, since November 29, 2004, we are now able to charge pension costs to the U.S. Government under certain government contracts.

Other Relationships

Kirkpatrick & Lockhart Nicholson Graham LLP. We retained the law firm of Kirkpatrick & Lockhart Nicholson Graham LLP (formerly known as Kirkpatrick & Lockhart LLP) to perform services for us during 2005, and expect additional services to continue in 2006. While Charles J. Queenan, Jr., a member of our Board of Directors, is often referred to honorifically as “senior counsel” to this law firm, he retired as a partner on December 31, 1995. We have been advised that the law firm does not compensate him, nor does he participate in the firm’s earnings or profits. Nothing withstanding this relationship, our Board of Directors has determined that Mr. Queenan is “independent,” within the meaning of the rules of the New York Stock Exchange, and able to serve on the Audit Committee and the Personnel and Compensation Committee of the Board of Directors. See “Compensation Committee Interlocks and Insider Participation.” In accordance with the Directors Retirement Policy, Mr. Queenan will be retiring as a Director at the 2006 Annual Meeting.

Mellon Bank. Dr. Mehrabian is a director of Mellon Financial Corporation. Mr. Cahouet had served as Chairman, President and Chief Executive Officer of Mellon Financial Corporation and Mellon Bank, N.A., having retired on December 31, 1998. Mr. Cahouet ceased being a director of Mellon Financial Corporation on April 18, 2000. We maintain various arms-length banking relationships with Mellon Bank, N.A. Mellon Bank, N.A. is one of ten lenders under our $280,000,000 credit facility, having committed to lend up to $25,000,000 under the facility. It also provides cash management services and an uncommitted $5,000,000 line of credit. Mellon Bank, N.A. also serves as trustee for the Teledyne Technologies Incorporated Pension Plan and provides asset management services for the Pension Plan. Mellon Investor Services LLC serves as our transfer agent and registrar, as well as the agent under our stockholders rights plan. Notwithstanding these relationships, our Board of Directors has determined that Mr. Cahouet is “independent,” within the meaning of the rules of the New York Stock Exchange, and able to serve on the Audit Committee of the Board of Directors.

Korn/ Ferry International. Korn/ Ferry International provided recruiting services for us and our subsidiaries until April 2005 when the relationship was terminated to avoid the appearance of a conflict of interest. Mr. Cahouet, a director, is also a director of Korn/ Ferry International, and his son is a member of its management, but not an executive officer. Notwithstanding this prior relationship, our Board of Directors has determined that Mr. Cahouet is “independent,” within the meaning of the rules of the New York Stock Exchange, and able to serve on the Audit Committee of the Board of Directors.

Science Applications International Corporation (“SAIC”). In 2005, SAIC purchased approximately $560,000 of products and services from Teledyne Brown Engineering, Inc., a wholly-owned subsidiary (“TBE”). In addition, TBE purchased approximately $3,950,000 in products and services from SAIC. TBE also has a licensing agreement with SAIC for use of SAIC’s MTTCS technology which provides for certain minimum royalty payments starting in 2006 if: i) TBE decides to maintain exclusivity; ii) certain minimum sales are not made; and iii) the parties do not agree these minimum sales were not made based on market conditions outside TBE’s control. These arms-length negotiated transactions constitute less than 1% of the annual revenues of either Teledyne or SAIC. Our new director, Mr. Dahlberg, is the Chairman of the Board, President and Chief Executive Officer of SAIC. Notwithstanding these relationships, and given the fact that Mr. Dahlberg owns less than 1% of the capital stock of SAIC, our Board of Directors has determined that Mr. Dahlberg is “independent,” within the meaning of the rules of the New York Stock Exchange, and able to serve on both the Audit Committee and the Personnel and Compensation Committee of the Board of Directors.

3/18/2005 Proxy Information

Spin-Off Agreements

We entered into several agreements with ATI governing the separation of our businesses and various employee benefits, compensation, tax, indemnification and transition arrangements. The Company’s principal spin-off requirements, including the arrangement to ensure a favorable tax treatment, have been satisfied. Three of our nine directors continue to serve on ATI’s board. In addition, under one of our spin-off agreements, since November 29, 2004, the Company is now able to charge pension costs to the U.S. Government under certain government contracts. In 2004, we also purchased the “Teledyne” name and related logos, symbols and marks from an affiliate of ATI for $412,000. In February 2004, in accordance with the terms of the ATI SARP described on page 25, Dr. Mehrabian paid off his outstanding loan to ATI in the amount of $185,194.

Other Relationships

Kirkpatrick & Lockhart Nicholson Graham LLP. We retained the law firm of Kirkpatrick & Lockhart Nicholson and Graham LLP (formerly known as Kirkpatrick & Lockhart LLP) to perform services for the Company during 2004, and expect additional services to continue in 2005. While Charles J. Queenan, Jr., a member of our Board of Directors, is often referred to honorifically as “senior counsel” to this law firm, he retired as a partner on December 31, 1995. The Company has been advised that the law firm does not compensate him, nor does he share in the firm’s earnings or profits. Nothing withstanding this relationship, our Board of Directors has determined that Mr. Queenan is “independent,” within the meaning of the rules of the New York Stock Exchange, and able to serve on the Audit Committee and the Personnel and Compensation Committee of the Board of Directors. See “Compensation Committee Interlocks and Insider Participation.”

Mellon Bank. Dr. Mehrabian is a director of Mellon Financial Corporation. Mr. Cahouet had served as Chairman, President and Chief Executive Officer of Mellon Financial Corporation and Mellon Bank, N.A., having retired on December 31, 1998. Mr. Cahouet ceased being a director of Mellon Financial Corporation on April 18, 2000. We maintain various arms-length banking relationships with Mellon Bank, N.A. Mellon Bank, N.A. is one of ten lenders under our $280,000,000 credit facility, having committed to lend up to $25,000,000 under the facility. It also provides cash management services and an uncommitted $5,000,000 line of credit. Mellon Bank, N.A. also serves as trustee for the Teledyne Technologies Incorporated Pension Plan and provides asset management services for the Pension Plan. Mellon Investor Services LLC serves as our transfer agent and registrar, as well as the agent under Teledyne’s stockholders rights plan. Notwithstanding these relationships, our Board of Directors has determined that Mr. Cahouet is “independent,” within the meaning of the rules of the New York Stock Exchange, and able to serve on the Audit Committee of the Board of Directors.

Korn/ Ferry International. Korn/ Ferry International provided recruiting services for Teledyne and its subsidiaries in 2004 and will continue to provide recruiting services to Teledyne in 2005. Mr. Cahouet, a director of the Company, is also a director of Korn/ Ferry International, and his son is a member of its management, but not an executive officer.

3/12/2004 Proxy Information

SPIN-OFF AGREEMENTS

We entered into several agreements with ATI in connection with the spin-off under which we have continuing obligations, some of which are described below and elsewhere in this Proxy Statement. These agreements are being described because four of our eight directors are also directors of ATI. Our Board of Directors considered these relationships as one of the factors when it made its determination that such directors are independent under the New York Stock Exchange rules.

SEPARATION AND DISTRIBUTION AGREEMENT. The Separation and Distribution Agreement provided for the principal corporate transactions required to effect the separation of our businesses from ATI, the spin-off and certain other matters governing the relationship among us following the spin-off. We believe that we have satisfied all of our principal requirements under this agreement. We successfully and timely completed our required public offering in the third quarter of 2000, and used the proceeds of the offering in the required manner. Since August 2002, we no longer need ATI's consent to make stock repurchases. The requirement that at least a majority of our directors be members of the Board of Directors of ATI expired at the 2002 Annual Meeting.

EMPLOYEE BENEFITS AGREEMENT. The Employee Benefit Agreement contains various agreements between ATI and us concerning employees, pension and employee benefit plans and other compensation arrangements for current and former employees of our businesses. Under a related agreement, the earliest that TDY will be able to bill pension costs to the U.S. Government under its various government contracts will be November 29, 2004.

Under the terms of the ATI Stock Acquisition and Retention Program, Dr. Robert Mehrabian had delivered promissory notes, payable to ATI, as payment for the purchase price of ATI common stock purchased under the program. Under the Employee Benefits Agreement, notwithstanding the conversion of the restricted ATI shares into restricted TDY Common Stock, the loans evidenced by the promissory notes remain payable to ATI.

As of December 31, 2003, Dr. Mehrabian was indebted to ATI under this program in the amount of $184,006.65.

TAX SHARING AND INDEMNIFICATION AGREEMENT. The Tax Sharing and Indemnification Agreement allocates certain federal, state, local and foreign tax responsibilities and liabilities between ATI and us. This agreement provides that we will indemnify ATI and its directors, officers, employees, agents and representatives for any taxes imposed on, or other amounts paid by, them, or ATI's stockholders, if we take actions or fail to take actions that result in the spin-off not qualifying as a tax-free distribution.

TRADEMARK LICENSE AGREEMENT. Pursuant to the Trademark License Agreement, an affiliate of ATI granted us an exclusive license to use the "Teledyne" name and related logos, symbols and marks in connection with our operations. The annual fee is $100,000 for this license and on November 24, 2004, we have an option to purchase all rights and interests in the Teledyne marks for $412,000.

OTHER RELATIONSHIPS

KIRKPATRICK & LOCKHART LLP. We retained the law firm of Kirkpatrick & Lockhart LLP to perform services for the Company during 2003, and expect additional services to continue in 2004. While Charles J. Queenan, Jr., a member of our Board of Directors, is often referred to honorifically as "senior counsel" to this law firm, he retired as a partner on December 31, 1995, and does not share in the firm's earnings or profits. See "Compensation Committee Interlocks and Insider Participation."

MELLON BANK. Dr. Mehrabian is a director of Mellon Financial Corporation. Mr. Cahouet had served as Chairman, President and Chief Executive Officer of Mellon Financial Corporation and Mellon Bank, N.A., having retired on December 31, 1998. Mr. Cahouet ceased being a director of Mellon Financial Corporation on April 18, 2000. We maintain various arms-length banking relationships with Mellon Bank, N.A. Mellon Bank, N.A. is one of nine lenders under our $200 million credit facility, having committed to lend up to $33,750,000 under the facility. It also provides cash management services and an uncommitted $5 million line of credit. Mellon Bank, N.A. also serves as trustee for the Teledyne Technologies Incorporated Pension Plan and provides asset management services for the Pension Plan. Mellon Investor Services LLC serves as our transfer agent and registrar, as well as the agent under TDY's stockholders rights plan. Notwithstanding these relationships, our Board of Directors has determined that Mr. Cahouet is "independent," within the meaning of the rules of the New York Stock Exchange, and able to serve on the Audit Committee of the Board of Directors.

KORN/FERRY INTERNATIONAL. Korn/Ferry International did not provide recruiting services for TDY and its subsidiaries in 2003, although in 2004 it has started providing recruiting services to TDY. Mr. Cahouet is a director of Korn/Ferry International, and his son is a member of its management, but not an executive officer.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Personnel and Compensation Committee of our Board of Directors is an officer or employee of the Company. Mr. Queenan is often referred to honorifically as "senior counsel" to a law firm that provided services to the Company during 2003 and currently provides services to the Company. Mr. Queenan retired as a partner of such firm on December 31, 1995 and does not participate in the firm's earnings or profits. No other member of the Committee has a current or prior relationship and no officer who is a statutory insider of the Company has a relationship to any other company, in each case that must be described under the Securities and Exchange Commission rules relating to disclosure of executive compensation.

3/12/2003 Proxy Information

SPIN-OFF AGREEMENTS We entered into several agreements with ATI in connection with the spin-off under which we have continuing obligations, some of which are described below and elsewhere in this Proxy Statement. These agreements are being described because four of our nine directors are also directors of ATI.

SEPARATION AND DISTRIBUTION AGREEMENT. The Separation and Distribution Agreement provided for the principal corporate transactions required to effect the separation of our businesses from ATI, the spin-off and certain other matters governing the relationship among us following the spin-off. We believe that we have satisfied all of our principal requirements under this agreement. We successfully and timely completed our required public offering in the third quarter of 2000, and used the proceeds of the offering in the required manner. Since August 2002, we no longer need ATI's consent to make stock repurchases. The requirement that at least a majority of our directors be members of the Board of Directors of ATI expired at the 2002 Annual Meeting.

EMPLOYEE BENEFITS AGREEMENT. The Employee Benefit Agreement contains various agreements between ATI and us concerning employees, pension and employee benefit plans and other compensation arrangements for current and former employees of our businesses. Under a related agreement, the earliest that TDY will be able to bill pension costs to the U.S. Government under its various government contracts will be November 29, 2004.

Under the terms of the ATI Stock Acquisition and Retention Program, Dr. Robert Mehrabian had delivered promissory notes, payable to ATI, as payment for the purchase price of ATI common stock purchased under the program. Under the Employee Benefits Agreement, notwithstanding the conversion of the restricted ATI shares into restricted TDY Common Stock, the loans evidenced by the promissory notes remain payable to ATI. As of December 31, 2002, Dr. Mehrabian was indebted to ATI under this program in the amount of $174,756.

TAX SHARING AND INDEMNIFICATION AGREEMENT. The Tax Sharing and Indemnification Agreement allocates certain federal, state, local and foreign tax responsibilities and liabilities between ATI and us. This agreement provides that we will indemnify ATI and its directors, officers, employees, agents and representatives for any taxes imposed on, or other amounts paid by, them, or ATI's stockholders, if we take actions or fail to take actions that result in the spin-off not qualifying as a tax-free distribution.

TRADEMARK LICENSE AGREEMENT. Pursuant to the Trademark License Agreement, an affiliate of ATI granted us an exclusive license to use the "Teledyne" name and related logos, symbols and marks in connection with our operations. The annual fee is $100,000 for this license and on November 24, 2004, we have an option to purchase all rights and interests in the Teledyne marks for $412,000.

OTHER RELATIONSHIPS

KIRKPATRICK & LOCKHART LLP. We retained the law firm of Kirkpatrick & Lockhart LLP to perform services for the Company during 2002, and expect additional services to continue in 2003. While Charles J. Queenan, Jr., a member of our Board of Directors, is often referred honorifically to as "senior counsel" to this law firm, he retired as a partner on December 31,1995, and does not share in the firm's earnings or profits. See "Compensation Committee Interlocks and Insider Participation."

MELLON BANK. Dr. Mehrabian is a director of Mellon Financial Corporation. Mr. Cahouet had served as Chairman, President and Chief Executive Officer of Mellon Financial Corporation and Mellon Bank, N.A., having retired on December 31, 1998. Mr. Cahouet ceased being a director of Mellon Financial Corporation on April 18, 2000. We maintain various arms-length banking relationships with Mellon Bank, N.A. Mellon Bank, N.A. is one of nine lenders under our $200 million credit facility, having committed to lend up to $33,750,000 under the facility. It also provides cash management services and an uncommitted $10 million line of credit. Mellon Bank, N.A. serves as trustee for the Teledyne Technologies Incorporated Pension Plan and provides investment services for the Pension Plan. Mellon Investor Services LLC serves as our transfer agent and registrar, as well as the agent under TDY's stockholders rights plan. Notwithstanding these relationships, our Board of Directors has determined that Mr. Cahouet is "independent," within the meaning of the rules of the New York Stock Exchange, and able to serve on the Audit Committee of the Board of Directors.

KORN/FERRY INTERNATIONAL. Korn/Ferry International provided some recruiting services for TDY and its subsidiaries in 2002. Mr. Cahouet is a director of Korn/Ferry International, and his son is a member of its management, but not an executive officer.