






                                             CONFIDENTIAL DRAFT OF 04/02/96





                                STOCKHOLDER AGREEMENT
                                ---------------------


                    THIS STOCKHOLDER AGREEMENT, dated  as of April 1, 1996,
          by  and  between  Allegheny  Ludlum Corporation,  a  Pennsylvania
          corporation ("ALC"), and the  stockholder listed on the signature
          page  hereof (such stockholder and (with  respect to Shares owned
          jointly with his or her spouse)  together with his or her spouse,
          being referred to herein as the "Stockholder");


                                     WITNESSETH:

                    WHEREAS, the Stockholder, as of the date hereof, is the
          owner  of or has the  sole right to vote  the number of shares of
          Common  Stock, par value $1.00 per share (the "Common Stock"), of
          Teledyne, Inc., a Delaware corporation (the "Company"), set forth
          below  the name of the  Stockholder on the  signature page hereof
          (the "Shares"); and

                    WHEREAS, in reliance upon the execution and delivery of
          this  Agreement, ALC  will enter  into an  Agreement and  Plan of
          Merger  and  Combination,  dated  as  of  the  date  hereof  (the
          "Combination Agreement"),  with New  Corporation and  the Company
          which  provides, among  other  things, that  upon  the terms  and
          subject to the conditions  thereof ALC and the Company  will each
          become  a  wholly  owned   subsidiary  of  New  Corporation  (the
          "Combination"); and

                    WHEREAS, to  induce ALC  to enter into  the Combination
          Agreement  and to  incur the  obligations set forth  therein, the
          Stockholder is entering into this Agreement pursuant to which the
          Stockholder  agrees  to  vote in  favor  of  the Combination  and
          certain  other matters as set  forth herein, and  to make certain
          agreements  with  respect  to  the  Shares  upon  the  terms  and
          conditions set forth herein;

                    NOW THEREFORE, in consideration of the foregoing and of
          the mutual  covenants and  agreements  set forth  herein and  for
          other good  and valuable consideration, the  receipt and adequacy
          of  which is  hereby acknowledged,  the parties  hereto agree  as
          follows:


          PI1-596435.1 














                    Section 1.     Voting  of  Shares;  Proxy.     (a)  The
          Stockholder agrees  that until the  earlier of (i)  the Effective
          Time (as defined in  the Combination Agreement) or (ii)  the date
          on which  the Combination  Agreement is terminated  (the earliest
          thereof being hereinafter referred  to as the "Expiration Date"),
          the Stockholder shall vote all Shares owned by the Stockholder at
          any  meeting of  the  Company's stockholders  (whether annual  or
          special  and  whether  or  not  an  adjourned  meeting),  or,  if
          applicable, take  action by written consent  (i) for adoption and
          approval  of the  Combination Agreement  and in  favor of  the TI
          Merger (as defined in the Combination Agreement) and otherwise in
          favor of  the Combination and any  other transaction contemplated
          by the Combination Agreement as such Combination Agreement may be
          modified  or amended  from  time to  time  and (ii)  against  any
          action,  omission or  agreement which  would  or could  impede or
          interfere  with,   or  have  the  effect   of  discouraging,  the
          Combination,  including,  without  limitation,   any  Acquisition
          Proposal (as defined in the Combination Agreement) other than the
          Combination.   Any such  vote shall be  cast or consent  shall be
          given  in accordance  with  such procedures  relating thereto  as
          shall  ensure that it is duly counted for purposes of determining
          that  a quorum  is  present and  for  purposes of  recording  the
          results of such vote or consent.

                    (b)  At   the  request  of  ALC,  the  Stockholder,  in
          furtherance of  the transactions  contemplated hereby and  by the
          Combination Agreement, and in order to secure  the performance by
          the  Stockholder of his or her duties under this Agreement, shall
          promptly   execute,  in   accordance  with   the  provisions   of
          Section 212(e)  of  the  Delaware  General  Corporation  Law, and
          deliver to ALC, an  irrevocable proxy, substantially in  the form
          of  Annex A hereto, and irrevocably appoint ALC or its designees,
          with full power of substitution, his or her attorney and proxy to
          vote, or, if applicable, to give consent with respect to, all  of
          the Shares  owned by  the Stockholder  in respect of  any of  the
          matters set forth in,  and in accordance with the  provisions of,
          clauses (i)  and (ii)  above  of Section 1(a).   The  Stockholder
          acknowledges  that the proxy executed and delivered by him or her
          shall be coupled with an  interest, shall constitute, among other
          things,  an  inducement for  ALC  to enter  into  the Combination
          Agreement, shall  be irrevocable and  shall not be  terminated by
          operation of  law upon  the occurrence of  any event,  including,
          without limitation,  the death or incapacity  of the Stockholder.
          Notwithstanding any provision contained in such proxy, such proxy
          shall terminate upon the Expiration Date.


                    Section 2.    Covenants  of   the  Stockholder.     The
          Stockholder covenants and  agrees for  the benefit  of ALC  that,
          until the Expiration Date, he will:

                    (a)  not sell, transfer, pledge, hypothecate, encumber,
               assign, tender  or otherwise dispose  of, or enter  into any
               contract, option or other arrangement  or understanding with












               respect   to  the  sale,  transfer,  pledge,  hypothecation,
               encumbrance, assignment, tender or other disposition of, any
               of the Shares owned  by him or her  or any interest  therein
               (provided,  that  the   foregoing  shall  not   prevent  the
               Stockholder from  transferring the  Shares to an  entity for
               estate  planning  purposes,  provided  that  the Stockholder
               retains sole  voting rights  over the  Shares or the  estate
               planning entity executes  a joinder agreeing to  be bound by
               the terms of this Agreement;

                    (b)  other  than  as  expressly  contemplated  by  this
               Agreement, not  grant any powers  of attorney or  proxies or
               consents  in respect  of any of  the Shares owned  by him or
               her, deposit  any of the Shares  owned by him or  her into a
               voting  trust, enter into a voting agreement with respect to
               any of the Shares owned by him or  her or otherwise restrict
               the ability of the holder of  any of the Shares owned by him
               or  her freely to  exercise all  voting rights  with respect
               thereto;

                    (c)  not, in  his or her  capacity as a  shareholder of
               the  Company  (it  being  understood that  nothing  in  this
               Stockholder Agreement  shall restrict or  affect Stockholder
               in any other  capacity, including as a director  or officer,
               as  applicable, of the Company)  and he or  she shall direct
               and use his  or her best efforts to cause  his or her agents
               and representatives  not to, initiate, solicit or encourage,
               directly  or  indirectly, any  inquiries  or  the making  or
               implementation of any Acquisition  Proposal or engage in any
               negotiations   concerning,   or  provide   any  confidential
               information or data  to, or have  any discussions with,  any
               person relating  to an  Acquisition  Proposal, or  otherwise
               facilitate any  effort or  attempt to make  or implement  an
               Acquisition  Proposal.   The  Stockholder  shall immediately
               cease and  cause to  be terminated any  existing activities,
               including  discussions  or  negotiations  with  any parties,
               conducted heretofore  with respect  to any of  the foregoing
               and  will  take the  necessary steps  to  inform his  or her
               agents  and representatives of the obligations undertaken in
               this  Section 2(c).    The  Stockholder   shall  notify  ALC
               immediately if any such  inquiries or proposals are received
               by,  any such  information is  requested  from, or  any such
               negotiations or  discussions are  sought to be  initiated or
               continued with, him or her; and

                    (d)  not  take  any action  whatsoever  that, based  on
               advice  from  ALC's or  the  Company's  independent auditors
               would or  could prevent the Combination  from qualifying for
               "pooling of interests" accounting treatment.



                                         -3-













                    Section 3.  Covenants of ALC.  ALC covenants and agrees
          for  the benefit  of  the Stockholder  that (a) immediately  upon
          execution of this Agreement, ALC shall enter into the Combination
          Agreement,  and (b) until the  Expiration Date, it  shall use all
          reasonable efforts to take, or cause to be taken, all action, and
          do, or cause  to be done,  all things necessary  or advisable  in
          order   to  consummate  and   make  effective   the  transactions
          contemplated  by this  Agreement and  the Combination  Agreement,
          consistent with the terms and conditions of  each such agreement;
          provided, however, that nothing  in this Section 3, Section 12 or
          any other provision of  this Agreement is intended, nor  shall it
          be construed,  to limit  or in any  way restrict  ALC's right  or
          ability  to  exercise any  of  its rights  under  the Combination
          Agreement.  


                    Section 4.    Representations  and  Warranties  of  the
          Stockholder.   The  Stockholder  represents and  warrants to  ALC
          that:    (a)  the  execution,  delivery  and  performance  by the
          Stockholder of this Agreement  will not conflict with, require  a
          consent, waiver or  approval under, or result  in a breach of  or
          default  under, any of the  terms of any  contract, commitment or
          other obligation  (written or oral)  to which the  Stockholder is
          bound; (b) this Agreement has been duly executed and delivered by
          the  Stockholder  and  constitutes  a legal,  valid  and  binding
          obligation   of   the   Stockholder,  enforceable   against   the
          Stockholder in accordance with its terms; (c)  the Stockholder is
          the sole owner of or  has the sole right  to vote the Shares  and
          the  Shares represent  all  shares  of  Common  Stock  which  the
          Stockholder is the sole owner of or has the sole right to vote at
          the date hereof,  and the Stockholder does not have  any right to
          acquire,  nor is  he  the "beneficial  owner"  (as such  term  is
          defined  in Rule 13d-3 under the Securities Exchange Act of 1934,
          as amended) of, any other shares of any class of capital stock of
          the Company or any securities convertible into or exchangeable or
          exercisable  for any shares of any class  of capital stock of the
          Company  (other than  shares subject to  options or  other rights
          granted  by the  Company);  (d) the Stockholder  has full  right,
          power  and authority to execute and deliver this Agreement and to
          perform his or her obligations hereunder; and (e) the Stockholder
          owns the Shares  free and  clear of all  liens, claims,  pledges,
          charges,  proxies,  restrictions,  encumbrances, proxies,  voting
          trusts and voting  agreements of any nature whatsoever other than
          as  provided   by  this  Agreement.     The  representations  and
          warranties contained herein shall  be made as of the  date hereof
          and as of each day from the date hereof through and including the
          Effective Time (as defined in the Combination Agreement).


                    Section 5.   Adjustments;  Additional Shares.   In  the
          event  (a) of any stock dividend, stock split, merger (other than

                                         -4-













          the Combination) recapitalization, reclassification, combination,
          exchange of  shares or  the  like of  the  capital stock  of  the
          Company   on,  of  or  affecting  the  Shares  or  (b)  that  the
          Stockholder shall  become the beneficial owner  of any additional
          shares  of Common Stock or other  securities entitling the holder
          thereof to  vote or give consent with  respect to the matters set
          forth  in Section 1, then the terms of this Agreement shall apply
          to  the shares of capital stock or other instruments or documents
          held by  the Stockholder immediately  following the effectiveness
          of the events described in clause (a) or the Stockholder becoming
          the  beneficial owner  thereof  as described  in  clause (b),  as
          though, in either case, they were Shares hereunder.


                    Section 6.    Specific  Performance.    The Stockholder
          acknowledges that the agreements  contained in this Agreement are
          an  integral  part  of   the  transactions  contemplated  by  the
          Combination  Agreement, and  that, without these  agreements, ALC
          would not enter into  the Combination Agreement, and acknowledges
          that damages would be an inadequate  remedy for any breach by him
          or her of  the provisions  of this Agreement.   Accordingly,  the
          Stockholder  and  ALC  each agree  that  the  obligations of  the
          parties hereunder  shall be specifically  enforceable and neither
          party shall take any action  to impede the other from  seeking to
          enforce such right of specific performance.


                    Section 7.   Notices.   All notices,  requests, claims,
          demands  and other  communications hereunder  shall be  effective
          upon receipt (or  refusal of  receipt), shall be  in writing  and
          shall be delivered  in person, by  telecopy or telefacsimile,  by
          telegram, by next-day courier service, or by mail  (registered or
          certified mail, postage prepaid, return receipt requested) to the
          Stockholder  at the address listed  on the signature page hereof,
          and to ALC at 1000 Six PPG Place, Pittsburgh, Pennsylvania 15222,
          Attention: Secretary,  telecopy number  412-394-3010, or  to such
          other  address or telecopy number as any party may have furnished
          to the other in writing in accordance herewith.


                    Section 8.  Binding Effect;  Survival.  Upon  execution
          and delivery  of  this Agreement  by  ALC, this  Agreement  shall
          become   effective  as  to  the   Stockholder  at  the  time  the
          Stockholder executes and delivers this Agreement.  This Agreement
          shall  inure to the  benefit of and  be binding upon  the parties
          hereto  and their  respective  heirs,  personal  representatives,
          successors and assigns.


                    Section 9.   Governing  Law.   This Agreement  shall be
          governed  by and  construed in  accordance with  the laws  of the

                                         -5-













          State  of  Delaware  applicable  to  agreements  made  and  to be
          performed entirely within such State.


                    Section 10.    Counterparts.    This Agreement  may  be
          executed  in two counterparts, both of which shall be an original
          and  both of  which together  shall constitute  one and  the same
          agreement.


                    Section 11.   Effect of Headings.  The Section headings
          herein are for convenience of reference only and shall not affect
          the construction hereof.


                    Section 12.  Additional Agreements;  Further Assurance.
          Subject  to the terms and conditions herein provided, each of the
          parties hereto agrees to  use all reasonable efforts to  take, or
          cause to be taken, all action and to do, or cause to be done, all
          things  necessary, proper  or  advisable to  consummate and  make
          effective the  transactions contemplated by this  Agreement.  The
          Stockholder  will  provide  ALC  with  all  documents  which  may
          reasonably  be requested by ALC and will take reasonable steps to
          enable  ALC  to  obtain  all  rights  and  benefits  provided  it
          hereunder.


                    Section 13.  Amendment; Waiver.  No amendment or waiver
          of  any  provision  of this  Agreement  or  consent  to departure
          therefrom  shall be effective unless in writing and signed by ALC
          and the Stockholder, in the case of an amendment, or by the party
          which is the beneficiary of any  such provision, in the case of a
          waiver or a consent to depart therefrom.


                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
















                                         -6-














                    IN  WITNESS  WHEREOF,  this  Agreement  has  been  duly
          executed by the parties hereto  all as of the day and  year first
          above written.

                                             ALLEGHENY LUDLUM CORPORATION


                                             By___________________________
                                             Name:________________________
                                             Title:_______________________



          __________________________
          Stockholder 

          __________________________
          Spouse



          Address:



          Number of Shares:  

























                                         -7-













                                                                    ANNEX A



                                   [Form of Proxy]

                                  IRREVOCABLE PROXY




                    In order to secure the performance of the duties of the
          undersigned pursuant  to the  Stockholder Agreement, dated  as of
          April   1,  1996  (the   "Stockholder  Agreement"),  between  the
          undersigned and  Allegheny  Ludlum Corporation.,  a  Pennsylvania
          corporation,  a copy of such  agreement being attached hereto and
          incorporated   by  reference   herein,  the   undersigned  hereby
          irrevocably  appoints _________________  and ___________________,
          and  each of them, the  attorneys, agents and  proxies, with full
          power of substitution in each of them, for the undersigned and in
          the name, place and  stead of the undersigned, in respect  of any
          of the matters set forth in clauses (i) and (ii)  of Section 1 of
          the Stockholder  Agreement, to vote  or, if  applicable, to  give
          written  consent,  in  accordance  with the  provisions  of  said
          Section 1 and  otherwise act  (consistent with  the terms of  the
          Stockholder  Agreement)  with respect  to  all  shares of  Common
          Stock,  par value $1.00  per share  (the "Shares"),  of Teledyne,
          Inc., a  Delaware corporation (the "Company"),  whether now owned
          or  hereafter acquired,  which  the  undersigned  is  or  may  be
          entitled to  vote at  any meeting of  the Company held  after the
          date  hereof, whether  annual or  special and  whether or  not an
          adjourned  meeting, or,  if applicable,  to give  written consent
          with  respect thereto.  This  Proxy is coupled  with an interest,
          shall  be irrevocable and binding on any successor in interest of
          the undersigned and shall  not be terminated by operation  of law
          upon the occurrence of  any event, including, without limitation,
          the death or  incapacity of  the undersigned.   This Proxy  shall
          operate to revoke  any prior  proxy as to  the Shares  heretofore
          granted  by  the undersigned.    This  Proxy shall  terminate  on
          September 30, 1996.   This Proxy has been executed  in accordance
          with Section 212(e) of the Delaware General Corporation Law.



          Dated:____________________              _______________________


          Dated:____________________              _______________________





                                         A-1
