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

As of September 24, 2009, Technitrol entered into an Agreement with James M. Papada, III, who currently serves as President, Chief Executive Officer and Chairman of Technitrol, Drew A. Moyer, who currently serves as Senior Vice President and Chief Financial Officer of Technitrol, as well as other officers of Technitrol who actively participate in the Technitrol, Inc. Supplemental Retirement Plan amended and restated effective December 31, 2004 (the "Pre-409A Plan"). The Pre-409A Plan, which was filed as Exhibit 10.8(2) to Technitrol's Form 8-K dated December 31, 2008, applies to benefits accrued by participants from inception of the plan through December 31, 2004. The Agreement clarifies certain interpretations of the Pre-409A Plan with respect to its change of control provisions and their effect on participants in the Pre-409A Plan. The Agreement also addresses the timing of Mr. Papada's retirement after a successor is identified and consolidates various contractual commitments Technitrol has made to Mr. Papada with respect to his employment and retirement. As announced in Technitrol's September 28, 2009 press release, Mr. Papada has informed the Board of Directors that he will retire on or before March 31, 2010. The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Agreement attached hereto as Exhibit 10.8(3) which is incorporated herein by reference.

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