Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 24, 2008, Technitrol amended and restated its Supplemental Retirement Plan primarily to comply with the requirements of Section 409A of the Internal Revenue Code and the regulations and other guidance issued thereunder. The Plan was amended and restated effective as of December 31, 2004 with respect to amounts accrued and vested under the Plan as of December 31, 2004. With respect to amounts accrued and vested under the Plan after December 31, 2004, the Plan was amended and restated effective as of January 1, 2009. The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Technitrol, Inc. Supplemental Retirement Plan amended and restated effective December 31, 2004 attached hereto as Exhibit 10.8(2) and the Technitrol, Inc. Supplemental Retirement Plan amended and restated effective January 1, 2009 attached hereto as Exhibit 10.8(3) which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.8(2) Technitrol, Inc. Supplemental Retirement Plan amended and restated effective December 31, 2004

Exhibit 10.8(3) Technitrol, Inc. Supplemental Retirement Plan amended and restated effective January 1, 2009

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