EXHIBIT 10.2
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                    AMENDMENT NO. 1 TO THE LANDAUER, INC.
     AMENDED AND RESTATED 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN


            WHEREAS, Landauer, Inc. (the "Company") has adopted the Amended
and Restated 1997 Non-Employee Directors Stock Option Plan (the "Plan");
and

            WHEREAS, the Company desires to amend the Plan as set forth
herein.

            NOW, THEREFORE, pursuant to Section 3.2 of the Plan, the Plan
hereby is amended as follows:

      1.    Section 3.7(a)(2) of the Plan is amended to read in its
entirety as follows:

            "(2)  Notwithstanding any provision in this Plan or any
Agreement, in the event of a Change in Control pursuant to Section (b)(1)
or (2) below, or in the event of a Change in Control pursuant to Section
(b)(3) or (4) below in connection with which the holders of Common Stock
receive consideration other than shares of common stock that are registered
under Section 12 of the Exchange Act, the Board may, in its discretion,
require (A) that each outstanding option immediately become exercisable in
full and if there shall be a surviving corporation in such Change in
Control, or a parent corporation thereof, that shares of capital stock of
such surviving corporation or parent corporation be substituted for some or
all of the shares of Common Stock then subject to such option and the
purchase price per share of Common Stock subject to each such option shall
be appropriately adjusted by the Board (whose determination shall be final,
binding and conclusive), such adjustments to be made without an increase in
the aggregate purchase price, or (B) that each outstanding option shall be
surrendered to the Company by the holder thereof, and each such option
shall immediately be canceled by the Company, and the holder shall receive,
within ten days of the occurrence of a Change in Control, a cash payment
from the Company in an amount equal to the number of shares of Common Stock
then subject to such option, multiplied by the excess, if any, of the
greater of (x) the highest per share price offered to stockholders of the
Company in any transaction whereby the Change in Control takes place or (y)
the Fair Market Value of a share of Common Stock on the date of occurrence
of the Change in Control, over the purchase price per share of Common Stock
subject to the option."

In all other respects, the Plan shall remain in full force and effect in
accordance with its terms.

Adopted by the Board of Directors of Landauer, Inc. on December 30, 2005.