Exhibit 10.2


RESTRICTED STOCK PLAN II

OF

TECHNITROL, INC.

(Amended and Restated as of April 30, 2003)


          Pursuant
to the terms and conditions contained in the Technitrol, Inc. Incentive
Compensation Plan, a Restricted Stock Plan II (the “Plan”) was adopted for
employees (the “Employees”) of Technitrol, Inc. and its subsidiaries
(collectively the “Company”) effective the 26th day of September,
1984, and was subsequently amended and restated, effective as of February 12,
1999. The Plan was amended and restated in its entirety effective as of January
1, 2001, and is amended as of April 30, 2003.


          1.          Purpose


                       (a)
This Plan is intended to provide a method whereby the officers of Technitrol,
Inc. and key employees of the Company who are largely responsible for the
operations of the Company may be offered incentives in addition to those of
current compensation and future pensions to continue in the service of the
Company and all of its stockholders. Such incentives shall be in the form of
shares of the Common Stock of the Company (the “Shares”). The Plan is also
intended to enable the Company to obtain and retain the services of qualified
executive officers and key employees, and to reward and motivate them, by
providing them with the opportunity to become owners of Common Stock of
Technitrol, Inc.


                       (b)
Shares of the Company’s common stock awarded under this Plan shall be
immediately issued to the participating Employees in their own names, with all attendant
rights of a stockholder (including, the right to receive dividends thereon and
to vote such Shares, but excluding the right to physically possess such Shares
for so long as they are restricted, as set forth in this Plan), subject to the
restrictions, limitations, terms and conditions set forth in the Plan.


          2.          Eligible
Employees; Administration


                       (a)
The Employees of the Company eligible to participate in the Plan shall be the
officers of Technitrol, Inc. and the other key employees in the Company’s
corporate office and its operating business segments as determined from time to
time by a Committee (the “Committee”) appointed by the Company’s Board of
Directors (the “Board”). The Committee shall be the body which administers this
Plan. The Committee must consist of at least two members, each of whom is a
“non-employee director” (as defined in Section 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended).


                       (b)
Except as limited by the express provisions of the Plan or by resolutions
adopted by the Board, the Committee shall have sole and complete authority and
discretion (1) to select Employees and award Shares, (2) to determine the form
and content of awards of Shares to be issued under the Plan, (3) to interpret
the Plan, (4) to prescribe, amend and rescind rules and regulations relating to
the Plan, and (5) to make all other determinations necessary or advisable for
the administration of the Plan. The Committee shall have and may exercise such
other power







and authority
as may be delegated to it by the Board from time to time. A majority of the
entire Committee shall constitute a quorum and the action of a majority of the
members present at any meeting at which a quorum is present, or acts approved
in writing or electronically by a majority of the Committee without a meeting,
shall be deemed the action of the Committee. If there are only two Committee
members, they must act unanimously.


                       (c)
In addition to such other rights of indemnification as they may have, the
members of the Committee shall be indemnified by the Company in connection with
any claim, action, suit or proceeding relating to any action taken or failure
to act under or in connection with the Plan or any grant under the Plan to the
full extent provided for under the Company’s governing instruments with respect
to the indemnification of Directors. 


          3.          Issuance
of Shares; Performance Based Grants; Maximum Shares


                       (a)          Subject
to the restrictions, terms, limitations and conditions contained in the Plan
and imposed by the Committee consistent with the Plan, the Committee shall
cause the Company to award and issue such number of Shares to such of the
Employees from time to time as it in its sole discretion determines after
consultation with the management of the Company. Upon such issuance, such
Shares shall be validly issued and fully paid by the Company and shall be nonassessable.
Consistent with the provisions of the Plan, the date of award (for purposes of
determining the time denominated restriction period in Paragraph 4 hereof) will
be the date of the meeting at which the Committee grants the Shares. Beneficial
ownership is deemed to accrue to the Employee on the date the Company instructs
its transfer agent to issue the Shares. Such Shares shall remain in the
physical possession of the Company during any restriction period (as defined in
Paragraph 4 (a) below). Each Employee, if requested by the Company, as a
condition to transfer to him or her such Shares on the transfer books of the
Company (and in order to facilitate return to the Company pursuant to Paragraph
4 hereof), shall, if so requested by the Committee, execute and deliver to the
Company a blank stock power relating to such shares issued to him or her. 


                       (b)          Such
Shares may be issued at the sole discretion of the Committee from time to time
on a regular or irregular basis, or as a reward for outstanding achievement or
performance, or as an inducement to accept employment with the Company, or on
account of such other criteria as may be established by the Committee.
Notwithstanding the foregoing, all awards of Shares made to the Chief Executive
Officer of Technitrol, Inc. shall, and any awards made to other Employees may,
be based on the attainment of certain criteria to be designated by the
Committee and specifically identified at the time of grant of the Shares from
among the following criteria: cash flow, net operating profit, economic profit,
earnings per share, acquisitions and/or divestitures, gross or net revenue
growth, annual performance compared to approved plans, return on equity,
assets, capital investment or sales, net income growth, total stockholder
return, expense management, market share, new product introduction and/or
organizational development. The Committee may use some or all of these
performance criteria, either singly or together, and may link them to the performance
of Technitrol, Inc. or any subsidiary, division or individual. The Committee
shall have the sole and absolute authority to determine whether the performance
criteria has been satisfied. The Committee may also require that the Chief
Executive Officer of Technitrol, Inc. remain in the employ of the Company for 


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some time
after the attainment of the performance criteria prior to the removal of the
restrictions on ownership as contained in Section 4(a) below.


                       (c)          Notwithstanding
the foregoing, no Employee may be awarded more than 100,000 Shares in any
12-month period nor more than 300,000 Shares over the Employee’s entire
employment with the Company.


          4.          Restrictions;
Removal


                       (a)
Except as otherwise set forth in this Plan, all Shares issued pursuant to this
Plan shall be subject to the following restrictions. Such Shares may not be
sold, transferred, assigned, pledged or otherwise alienated, encumbered or
hypothecated until the restriction period as set forth in subparagraphs (b) and
(c) below (the “Restriction Period”) has ended.


                       (b)
Except as otherwise set forth in this Section 4, the Restriction Period related
to the Shares issued to each Employee from time to time shall end upon the
expiration of the third anniversary of the award of such Shares to all
Employees other than the Chief Executive Officer of Technitrol, Inc. or such
other Employees who have been awarded Shares to which performance criteria set forth
in Section 3(b) above apply in which case the Restriction Period shall end upon
attainment, if at all, of the performance criteria chosen by the Committee plus
the fulfillment of the additional employment obligations, if any, set forth in
the last sentence of Section 3(b) above. The Committee may reduce (but not
increase) the number of Shares to take into account additional factors that the
Committee determines relevant to measure performance. Upon the end of the
Restriction Period the Shares theretofore subject to such restrictions shall be
delivered to the Employee free from the restrictions provided herein. The stock
power, if any, relating to such Shares shall be destroyed.


                       (c)
Notwithstanding subparagraph (b) above, the Committee may with respect to
Employees other than the Chief Executive Officer of Technitrol, Inc., specify
in an award that the Restriction Period related to the Shares issued to such
Employee shall terminate upon the attainment of certain performance goals as
specified in such award. The Committee shall have the sole and absolute
authority to determine whether the Employee has satisfied such performance goal
or other terms and conditions set forth in the award.


                       (d)
If an Employee dies or becomes totally disabled (as determined by the Company’s
long-term disability insurance carrier at the time of the event) or retires on
or after his or her normal retirement date (as defined in the Technitrol, Inc.
Retirement Plan) prior to the expiration of three (3) years from the date
Shares were issued to him or her under this Plan, then the Restriction Period
shall end upon the date that death occurs or complete disability is deemed to
have occurred, or that normal retirement is effective, and the Committee shall
cause the Plan to be implemented in accordance with the provisions of Paragraph
4 and 5 of the Plan.


                       (e)
If an Employee elects to retire before his/her normal retirement date but on or
after his/her early retirement date (as defined in the Technitrol, Inc.
Retirement Plan) or has employment terminated by the Company other than for
cause (as defined below) prior to the expiration of the Restriction Period,
then subject to the provisions of the following sentence, the 


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Employee shall
be entitled to pro-rata vesting, based on the number of whole months elapsed
since the award of such Shares divided by thirty-six, as to both the award of
Shares provided in this Paragraph 4 and the cash award provided in Paragraph 5.
Ownership of Shares not finally vested in the Employee after early retirement
or termination other than for cause shall revert to the Company and the
Employee shall have no further record, legal, beneficial or equitable interest
in such Shares.


                       (f)
If an Employee resigns or has employment terminated by the Company for cause
(as defined below) prior to the expiration of the Restriction Period, ownership
of all Shares issued to the Employee still subject to the restrictions provided
herein shall revert to the Company, and Employee shall have no further record,
legal, beneficial or equitable interest in such Shares.


                       (g)
Nothing herein contained shall in any way interfere with the right of the
Company to terminate the employment of the Employee for any reason whatsoever
or for no reason.


                       (h)
Notwithstanding the foregoing, in the case of subsections (d) and (e) above,
the Committee shall have the right with respect to termination of the
Restriction Period to adjust the effective award upward (but not in excess of
the original award of Shares) or downward in its sole discretion, taking into
account such factors as it determines to be relevant.


                       (i)
For purposes of the Plan, “cause” shall mean (A) the continued and willful
failure of the Employee to follow the lawful orders of his/her direct superior,
(B) violation by the Employee of a material published rule or regulation of the
Company or a provision of the Company’s Statement of Principles (in effect from
time to time) or (C) conviction of a crime which renders the Employee unable to
perform his/her duties effectively; provided that in the case of (A) or (B),
the Company shall give the Employee written notice of the action or omission
which the Company believes to constitute cause and the Employee shall have 30
calendar days to cure such action or omission. Determination of “cause” by the
Committee shall be final and binding on all parties.


          5.          Additional
Cash Award


                       (a)
If the Employee continues in the employ of the Company through the end of the
Restricted Period or otherwise becomes entitled to be treated as vested under
either Paragraph 4(d) or 4(e) hereof, then subject to the limitations and
conditions contained in Paragraph 4(e), and the provisions of the remainder of
this paragraph, the Employee shall also receive a cash award (the “Cash Award”)
equal to the quotient of (i) the product of (A) the market value of the
Company’s Common Stock the subject of such award (as indicated by the closing
price on the stock exchange on which the Company’s shares are listed in the Wall
Street Journal as of the date the Restricted Period ends or the date of the
modified award under Paragraph 4(e), if earlier), multiplied by (B) the highest
individual Federal income tax rate (including any surcharge) then in effect,
divided by (ii) 1 minus the highest individual Federal income tax rate
(including any surcharge) then in effect. In the event that the Employee is a
taxpayer of the United States, and the opportunity to make an election under
Section 83(b) of the


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U.S. Internal
Revenue Code of 1986 as amended (an “83(b) Election”) is available to the
Employee, (irrespective of whether the law of his state of domicile recognizes
such election) then, whether or not the employee makes the 83(b) Election (see
Paragraph 9 below for how the 83(b) Election is properly made) the amount of
the Cash Award shall not exceed 65% of the market value of the Company’s Common
Stock (determined as above) subject to the award as of the date beneficial
ownership accrued to the Employee. An 83(b) Election has the effect of
including the value of the Common Stock Award as of the date beneficial
ownership accrued to the Employee and the Cash Award in the Employee’s
compensation for income tax purposes in the year of the award, instead of the
year during which the Restriction Period ends. (See also Paragraph 9.) If an
83(b) Election is not available to the Employee, the amount of the Cash Award
shall not exceed 165% of the market value of the Company’s Common Stock subject
to the award as of the date beneficial ownership accrued to the Employee. 


          For
purposes of this paragraph, the Committee shall have the sole discretion of determining
whether an Employee is a taxpayer of the United States, and whether an 83(b)
election is available to the Employee, based on the facts and circumstances and
the Committee’s interpretation of the Internal Revenue Code and regulations
thereunder.


                       (b)
Notwithstanding the foregoing, with respect to the Chief Executive Officer of
Technitrol, Inc., the Cash Award shall be the full amount of the tax on the
award (so that the limitation in Section 5(a) shall not apply) plus the tax on
the Cash Award, all of which shall be calculated at the rate of 41.5%.


                       (c)
The Cash Award less applicable withholding taxes shall be paid to the Employee
recipient not later than (A) in cases where no 83(b) Election is made, seventy-five
(75) days after (i) the last day of the calendar year in which the date the
Restriction Period ends or (ii) the date on which the modified award under
Paragraph 4 is approved by the Committee (in the case of Paragraph 4(e) or (B)
in the case where an 83(b) Election is made within the time period required by
Section 83(b) and the rules and regulations hereunder.


          6.          Other
Restrictions


                       Consistent
with the purposes of the Plan, the Committee may impose other restrictions on
Shares issued hereunder, including, without limitation, restrictions under the
Securities Act of 1933, under the requirements of any stock exchange upon which
such Shares are then listed, and under any blue sky or securities laws
applicable to such Shares.


          7.          Change
of Control


                       (a)
Notwithstanding anything to the contrary in the Plan, in the event there is a
“change of control” of Technitrol, Inc., then, in that event, notwithstanding
the provisions of Paragraph 4 hereof, the Restriction Period for any Shares
granted under the Plan shall terminate on the date of such change of control
and all Shares shall be vested 100% in all Employees and distributed to them
immediately, free of any and all restrictions, accompanied by the Cash Awards
in the maximum amounts provided in Paragraph 5 hereof.


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                       (b)
For purposes of the Plan, “change of control” means the occurrence of either of
the following events: (1) any “Person” or “Persons” as defined in Sections
13(b) and 14(b) of Securities Exchange Act of 1934, as amended (the “Act”), is
or becomes the “Beneficial Owner” (as defined in Rule 13(d)-3 of the Act),
directly or indirectly, of securities of the Company representing more than
twenty-five percent (25%) of the combined voting power of the Company’s then
outstanding securities or (2) more than fifty percent (50%) of the assets of
the Company, which are used to generate more than fifty percent of the earnings
of the Company in any one of the last three fiscal years, are disposed of,
directly or indirectly, by the Company (including stock or assets of a
subsidiary(ies) in a sale, exchange, merger, reorganization or similar
transaction.


          8.            Assignment


                       Awards
may not be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner other than by will or by the laws of descent and distribution.


          9.            83
(b) Election


                       If
an employee who is a taxpayer of the United States makes an 83(b) Election in
the year of the award of Shares, the Company, then, agrees to pay the Cash
Award (as described in Paragraph 5 hereof) for all grants in the year of the
award pursuant to the provision of Paragraph 5 above. This election must be
made within the time and manner prescribed by the Internal Revenue Code as then
in effect. The Employee must sign and date an 83(b) Election Notification Form,
and provide a copy to the Corporate Secretary of Technitrol, Inc. The Committee
may, in its discretion, preclude any employee from making such 83(b) Election.
In this case, the limitation on the cash award shall be calculated as if an
83(b) Election is not available to the employee, as stated in 5(a) above.


          10.          Effect
of Changes in Common Stock


                        
(a)          Recapitalizations;
Stock Splits, Etc. The number and kind of shares reserved for issuance
under the Plan, and the number and kind of shares subject to outstanding awards
shall be proportionately adjusted for any increase, decrease, change or
exchange of Shares for a different number or kind of shares or other securities
of the Company which results from a merger, consolidation, recapitalization,
reorganization, reclassification, stock dividend, split-up, combination of
shares, or similar event in which the number or kind of shares is changed
without the receipt or payment of consideration by the Company.


                        
(b)          Conditions
and Restrictions on New, Additional, or Different Shares or Securities. If,
by reason of any adjustment made pursuant to this Section, an Employee becomes
entitled to new, additional, or different shares of stock or securities, such
new, additional, or different shares of stock or securities shall thereupon be
subject to all of the conditions and restrictions which were applicable to the
Shares pursuant to the award before the adjustment was made.


                         (c)          Other
Issuances. Except as expressly provided in this Section, the 


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issuance by
the Company or an affiliate of shares of stock of any class, or of securities
convertible into Shares or stock of another class, for cash or property or for
labor or services either upon direct sale or upon the exercise of rights or warrants
to subscribe therefor, shall not affect, and no adjustment shall be made with
respect to, the number or class of Shares then subject to awards or reserved
for issuance under the Plan.


          11.          Amendment;
Termination


                         The
Board of Directors of Technitrol, Inc. may from time to time amend the terms of
the Plan and, with respect to any Shares at the time not issued pursuant to the
Plan, suspend or terminate the Plan; provided, however, the Committee may seek
shareholder approval of an amendment if it is determined to be required by or
advisable under regulations of the Securities and Exchange Commission, the
rules of any stock exchange on which the Company’s stock is listed or other
applicable law or regulation.


                         No
amendment, suspension or termination of the Plan shall, without the consent of
any affected holders of Shares issued pursuant to the Plan, alter or impair any
rights or obligations under any Shares theretofore granted under the Plan.


          12.          Governing
Law


                         This
Plan shall be governed by the law of the Commonwealth of Pennsylvania, except
to the extent that federal law is deemed to apply.


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