Pension Equalization/Benefit Restoration Plan

Exhibit 10.11


TELEDYNE TECHNOLOGIES INCORPORATED
PENSION EQUALIZATION/BENEFIT RESTORATION PLAN


As of November 29, 1999


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PURPOSE


The purpose of the Teledyne Technologies Incorporated Pension Equalization/Benefit Restoration Plan is to provide certain corporate employees of Teledyne Technologies Incorporated who participate in qualified pension and profit sharing plans with benefits and retirement income equal to that which they would have received (i) but for the limitations imposed on plans which are qualified within the meaning of Section 401(a) of the Code by Sections 401(a)(17), 401(k), 401(m), 402(g) or 415 of the Internal Revenue Code of 1986, as amended, and (ii) but for participation in the Teledyne Technologies Incorporated Executive Deferred Compensation Plan (the "Executive Deferred Compensation Plan"), by supplementing, on an unfunded basis, amounts payable under such qualified plans with amounts paid under this Plan.


Allegheny Ludlum Corporation and, thereafter, Allegheny Teledyne Incorporated ("ATI") sponsored a Benefit Restoration Plan for several years prior to the spin off of the Corporation from ATI. At that time, the Corporation adopted this Plan, permitted each participant in the Prior Plan hired by the Corporation to participate in this Plan and credited each such person with an initial balance equal to his or her balance under the Prior Plan.


ARTICLE I. DEFINITIONS


1.01 "Administrator" shall mean the person or committee appointed by the Board for such purpose under Article VI.


1.02 "Code" shall mean the Internal Revenue Code of 1986, as the same shall be amended from time to time.


1.03 "Corporation" shall mean Teledyne Technologies Incorporated, a Delaware corporation.


1.04 "Defined Benefit Portion" shall mean that portion of this Plan that relates to restoration of benefits under the Pension Plan.


1.05 "DCP" shall mean the Teledyne Technologies Incorporated Executive Deferred Compensation Plan.


1.06 "Defined Contribution Portion" shall mean that portion of this Plan which relates to the restoration of aggregate benefits under the Teledyne Technologies Incorporated 401(k) Plan or such other Defined Contribution Plan in effect from time to time.


1.07 "Employee" shall mean any employee of the Corporation.


1.08 "Limitations" shall mean any limitation, with respect to a qualified plan, within the meaning of Section 401(a) of the Code, on the amount of contributions or the accrual or payment of benefits to or on behalf of a Participant as imposed under Section 401(a)(17), Section 401(k),


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Section 401(m), Section 402(g), Section 415 and/or under any other Section of the Code hereinafter adopted which shall be the successor of any of them or have the effect of any of them.


1.09 "Matching Contributions" shall mean the contributions made by the Corporation under the Defined Contribution Portion.


1.10 "Participant" shall mean any Employee who meets the conditions for participation set forth in Article III.


1.11 "Pension Plan" shall mean the Teledyne Technologies Incorporated Pension Plan, as in effect as of the relevant time, or its predecessor the Allegheny Teledyne Incorporated Pension Plan.


1.12 "Plan" shall mean this Teledyne Technologies Incorporated Pension Equalization/ Benefit Restoration Plan.


1.13. "Prior Plan" shall mean the Allegheny Teledyne Incorporated Benefit Restoration Plan.


ARTICLE II. EFFECTIVE DATE


The Effective Date of this Plan is November 29, 1999.


ARTICLE III. PARTICIPATION


3.01 Group Eligible to Participate. Participation is limited to that group of highly compensated Employees eligible to participate in the Annual Incentive Program, or a successor plan as in effect from time to time comparable to the Annual Incentive Plan or its successor.


3.02 Contributions by Participants. Participants shall not be permitted to make contributions in any form to this Plan.


ARTICLE IV. DEFINED BENEFIT PORTION


4.01 Restoration of Pension Plan Benefits. In respect of each Participant who participates or participated in the Pension Plan, the Corporation agrees to pay to the Participant, without requirement for Participant contribution upon his retirement, a retirement benefit equal to the difference between (a) and (b):


(a) the maximum life annuity to which the participant would be
entitled under the Pension Plan upon his or her retirement
determined (i) without regard to the Limitations and (ii) by
including as compensation for purposes of the Pension Plan formula
for benefits, as if paid in the year deferred, Participant
deferrals under the DCP; less


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(b) the life annuity which is actually pa ...