Exhibit 10.10 (1)

July 1, 2004

Mr. James M. Papada, III
[ADDRESS OMITTED]

Dear Jim:

This letter will serve as an agreement between you and Technitrol, Inc. ("TNL")
regarding, among other things, what constitutes a termination of your employment
at TNL and setting forth the rights and obligations of each of us upon the
occurrence of such a termination. We intend that this letter constitutes a legal
and binding agreement between us and we acknowledge good and valuable
consideration for our joint promises in this letter.

1.    Reaffirmation of Past Agreements

      We are parties to the letter agreement dated April 16, 1999, October 18,
2000, April 23, 2001 and on the date hereof (the "Letter Agreement"), as well as
the Technitrol, Inc. Supplemental Retirement Plan dated January 1, 1994, which
was amended on July l, 1999 and April 20, 2001 and which was amended and
restated in its entirety on January 1, 2002 (the "SERP") (the Letter Agreement
and the SERP are collectively the "Related Agreements"). All terms, conditions
and provisions of the Related Agreements shall continue to apply and be in full
force and effect as though set forth in full in their entirety.

2.    Termination of Employment

      Your employment with TNL shall terminate on December 31, 2010, or upon the
earlier occurrence of any of the following events to be effective from and after
the date of such event:

            A.    your death;

            B.    you become totally disabled;

            C.    TNL terminates your employment for "cause" (as defined below);

            D.    TNL terminates your employment for any reason other than
                  "cause" (as defined below);

            E.    you terminate your employment for "good reason" (as defined
                  below); or

            F.    you terminate your employment for any reason other than "good
                  reason", including your voluntary retirement.


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3.    Definitions

      A.    "Cause" means any of the following:

            o     (a) the occurrence of gross negligence or willful misconduct
                  which is materially injurious to TNL and which, if susceptible
                  of cure, is not cured within thirty (30) days after notice to
                  you which cites with reasonable particularity the actions or
                  omissions believed to constitute such gross negligence or
                  willful misconduct; (b) conviction of or the entry of a
                  pleading of guilty or nolo contendere to any felony, unless
                  the Board of Directors of TNL concludes in good faith that
                  such event does not render you unable to effectively manage
                  TNL or materially and adversely affect TNL's reputation or
                  ongoing business activities; or (c) misappropriation of TNL's
                  funds or other dishonesty which in the good faith opinion of
                  the Board of Directors of TNL, renders you unable to
                  effectively manage TNL or materially and adversely affects
                  TNL's reputation or ongoing business activities; or

            o     your continued and willful refusal to carry out in all
                  material respects a lawful written directive of the Board of
                  Directors of TNL; provided that prior to termination for cause
                  on this ground the Board will give you written notice of the
                  acts or omissions alleged to constitute cause, stating them
                  with reasonable particularity, and will give you twenty (20)
                  days to cure such acts or omissions such that grounds for
                  termination for cause no longer exist at the end of such
                  twenty (20) day period.

      B.    "Change in Control" means any of the following:

            (A) any one "person" or any "group" as defined in Section 3(a)(9)
            and 13(d)(3), respectively, of the 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 TNL representing more than fifty percent (50%) of the
            combined voting power of TNL's then outstanding securities, or

            (B) more than fifty percent (50%) of the assets of TNL and its
            subsidiaries, which are used to generate more than 50% of the
            earnings of TNL and its subsidiaries in any one of the last three
            fiscal years, are disposed of, directly or indirectly, by TNL
            (including stock or assets of a subsidiary(ies)) in a sale,
            exchange, merger, reorganization or similar transaction.


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      C.    "Good Reason" means:

            o     a material change in your authority, duties or
                  responsibilities so as to be inconsistent with the role of the
                  Chief Executive Officer of TNL as they exist on the date of
                  this letter (unless you otherwise voluntarily agree to such
                  change); or

            o     TNL's continued failure to perform its material obligations
                  under the Letter Agreement which have not been cured within
                  twenty (20) days after written notice from you setting forth
                  the acts or omissions alleged to constitute such a failure
                  with reasonable particularity.

      D.    "Disability" or "complete disability" or "total disability" shall
            mean disability as defined in TNL's long term disability insurance
            policy.

4.    Effect of Termination

            (i)   Death or Retirement: Upon termination of the Letter Agreement
                  due to your death or your voluntary retirement after the age
                  of 62 then (in addition to providing to you the benefits
                  referred to in Sections 6(b) and (c) of the Letter Agreement
                  relating to vesting of the PBRS upon death), TNL will pay you
                  or your estate a sum equal to:

                        a.    The unpaid portion of your base salary through the
                              end of the month in which termination occurs;

                        b.    any bonus (commensurate with those paid to other
                              executives) for the six month bonus period in
                              which termination occurs pro rated to the date of
                              termination; and

                        c.    any other ordinary course benefits to which you
                              were entitled as an employee of TNL and/or
                              pursuant to the Letter Agreement which were then
                              due but unpaid at the date of your death, such as
                              reimbursement for expenses not yet paid and
                              incurred in accordance with TNL's policy.

            (ii)  Total Disability: Upon termination of the Letter Agreement due
                  to your total disability then (in addition to providing to you
                  the benefits referred to in Sections 6(b) and (c) of the
                  Letter Agreement relating to vesting of the PBRS upon
                  disability), TNL will pay you a sum equal to:


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                        a.    The unpaid portion of your base salary through the
                              end of the month in which termination is
                              determined to have occurred;

                        b.    any bonus (commensurate with those paid to other
                              executives) for the six month bonus period in
                              which termination is determined to have occurred,
                              pro rated to the date of termination;

                        c.    any other ordinary course benefits to which you
                              were entitled as an employee of TNL and/or
                              pursuant to the Letter Agreement which were then
                              due but unpaid at the date of your disability,
                              such as reimbursement for expenses not yet paid
                              and incurred in accordance with TNL's policy; and

                        d.    the benefits payable under TNL's long-term
                              disability plan.

            (iii) By TNL for Cause or by You Without Good Reason: Upon
                  termination of the Letter Agreement by TNL for Cause or by you
                  without Good Reason, TNL will pay you a sum equal to:

                        a.    The unpaid portion of your base salary through the
                              effective date of termination; and

                        b.    any other ordinary course benefits to which you
                              were entitled as an employee of TNL and/or
                              pursuant to the Letter Agreement which were then
                              due but unpaid at the date of termination, such as
                              reimbursement for expenses not yet paid and
                              incurred in accordance with TNL's policy.

            (iv)  By TNL Without Cause or by You for Good Reason: Upon
                  termination of the Letter Agreement by TNL without Cause or by
                  you for Good Reason, you will receive all of the benefits set
                  forth in Section 8 of the Letter Agreement as though a Change
                  in Control had occurred, with respect to any shares of
                  restricted stock held by you on the date of such termination
                  which have not yet vested or which are subject to additional
                  holding period(s). In addition, TNL will pay you a sum equal
                  to:


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                        a.    The unpaid portion of your base salary through the
                              date of termination;

                        b.    any bonus (commensurate with those paid to other
                              executives) for the six month bonus period in
                              which termination occurred, pro rated to the date
                              of termination (without duplication with payments
                              made pursuant to subsection d. below);

                        c.    any other ordinary course benefits to which you
                              were entitled as an employee of TNL and/or
                              pursuant to the Letter Agreement which were then
                              due but unpaid at the date of termination, such as
                              reimbursement for expenses not yet paid and
                              incurred in accordance with TNL's policy; and

                        d.    the amount set forth in subsections 8(a) and (b)
                              of the Letter Agreement, in a lump sum or
                              installments as therein provided, except that (1)
                              such amount shall not be payable if termination
                              occurs at any time after a Change in Control, and
                              (2) if such termination occurs at any time after
                              August 21, 2008, you will be entitled to one
                              year's base salary (instead of two) and six months
                              of bonus (commensurate with those paid to other
                              executives) (instead of one year); and

                        e.    health and life insurance benefits on your behalf
                              as you were receiving on the date of termination
                              along with your health club membership, in each
                              case for the applicable time period corresponding
                              to the salary severance period (that is, one year
                              or two years) provided in subsection d(2) above.
                              You may elect to receive these amounts in a lump
                              sum at the then current rates paid by TNL, or TNL
                              will continue to pay them on your behalf when due
                              for the period indicated in the preceding
                              sentence.

            (v)   General.

                        a.    Any indemnification obligations of TNL to which
                              you are entitled as a director, officer and
                              employee of TNL, whether by contract or pursuant
                              to TNL's charter or by-laws, relating to the
                              period prior to termination, shall survive such
                              termination.


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                        b.    The obligations of TNL in this Section 4 (together
                              with TNL's obligations to you under the SERP,
                              TNL's Restricted Stock Plan (or any substitute
                              therefor) and the "Technitrol, Inc. Retirement
                              Plan") shall be in lieu of any other damages,
                              compensation or benefits to which you might be
                              entitled, directly or indirectly, in connection
                              with the Related Agreements.

                        c.    The payments due to you under this Section 4 are
                              expressly conditioned upon the execution and
                              delivery by you and/or your personal
                              representatives of a valid general release, not
                              revoked, rescinded or withdrawn, in form and
                              content reasonably acceptable to you and TNL,
                              pursuant to which you shall release TNL from all
                              claims relating to your employment or otherwise,
                              except TNL's continuing obligations under
                              subsection 4(v) a. above.

5.    Participation in Restricted Stock Plan

      From and after December 31, 2004, you will participate in TNL's Restricted
Stock Plan (or any substitute therefor) in accordance with its terms. Your
awards will be determined by the Board of Directors in the same fashion as
awards are determined for other participants.

6.    Capacity and Duties.

      You shall devote your full working time, energy, skill and best efforts to
the performance of your duties set forth in the Letter Agreement, in a manner
which will faithfully and diligently further the business and interests of TNL
and its subsidiaries, and shall not be employed by, or participate or engage in,
or be a part of in any manner, the management or operation of any other business
enterprise without the prior written consent of the Board, which consent may be
granted or withheld in its sole discretion.

7.    Confidentiality.

      You acknowledge a duty of confidentiality owed to TNL and shall not, at
any time during or after your employment by TNL, retain in writing, use,
divulge, furnish, or make accessible to anyone, without the express
authorization of the Board, any trade secret, private or confidential
information or knowledge of TNL or any of its subsidiaries obtained or acquired


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while so employed. All computer software, customer lists, price lists, contract
forms, catalogs, books, records, and files and know-how acquired while an
employee of TNL, are acknowledged to be the property of TNL and shall not be
duplicated, removed from TNL's possession, or made use of other than in pursuit
of TNL's business; and, upon termination of employment for any reason, you shall
promptly deliver to TNL, without further demand, all copies thereof which are
then in your possession or control.

8.    Inventions and Improvements.

      During the term of your employment, you shall promptly communicate to TNL
all ideas, discoveries and inventions which are or may be useful to TNL or its
business. You acknowledge that all ideas, discoveries, inventions, and
improvements which are made, conceived, or reduced to practice by you and every
item of knowledge relating to TNL's business interests (including potential
business interests) gained by you during your employment are the property of
TNL, and you irrevocably assign all such ideas, discoveries, inventions,
improvements, and knowledge to TNL for its sole use and benefit, without
additional compensation. The provisions of this Section shall apply whether such
ideas, discoveries, inventions, improvements or knowledge are conceived, made or
gained by you alone or with others, whether during or after usual working hours,
whether on or off the job, whether applicable to matters directly or indirectly
related to TNL's business interests (including potential business interests),
and whether or not within the specific realm of your duties. It shall be
conclusively presumed that ideas, inventions, and improvements relating to TNL's
business interests or potential business interests conceived during the six
month period following termination of employment are, for the purposes of this
Agreement, conceived prior to termination of employment. You shall, upon request
of TNL, at any time during or after your employment with TNL, sign all
instruments and documents requested by TNL and otherwise cooperate with TNL to
protect its right to such ideas, discoveries, inventions, improvements, and
knowledge, including applying for, obtaining, and enforcing patents and
copyrights thereon in any and all countries.

9.    Noncompetition.

      During the term of your employment and for two (2) years after any
termination of employment, you shall not directly or indirectly:

            (i)   engage, directly or indirectly, anywhere in the world, in the
                  manufacture, assembly, design, distribution or marketing of
                  any product or equipment substantially similar to or in
                  competition with any product or equipment which at any time
                  during the term of such employment or the immediately
                  preceding twelve month period has been manufactured, sold or
                  distributed by TNL or any subsidiary or any product or
                  equipment which TNL or any subsidiary was developing during
                  such period for future manufacture, sale or distribution;


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            (ii)  be or become a stockholder, partner, owner, officer, director
                  or employee or agent of, or a consultant to or give financial
                  or other assistance to, any person or entity considering
                  engaging in any such activities or so engaged;

            (iii) seek in competition with the business of TNL to procure orders
                  from or do business with any customer of TNL;

            (iv)  solicit, or contact with a view to the engagement or
                  employment by, any person or entity of any person who is an
                  employee of TNL;

            (v)   seek to contract with or engage (in such a way as to adversely
                  affect or interfere with the business of TNL) any person or
                  entity who has been contracted with or engaged to manufacture,
                  assemble, supply or deliver products, goods, materials or
                  services to TNL; or

            (vi)  engage in or participate in any effort or act to induce any of
                  the customers, associates, consultants, or employees of TNL or
                  any of its affiliates to take any action which might be
                  disadvantageous to TNL or any of its affiliates; except that
                  nothing in this Agreement shall prohibit you from owning, as a
                  passive investor, in the aggregate not more than 5% of the
                  outstanding publicly traded stock of any corporation so
                  engaged. The duration of your covenants set forth in this
                  Section shall be extended by a period of time equal to the
                  number of days, if any, during which you are in violation of
                  the provisions contained in this Agreement.

10.   Injunctive and Other Relief.

      A.    You acknowledge that the covenants contained in this Agreement are
            fair and reasonable in light of the consideration paid under this
            Agreement, and that damages alone shall not be an adequate remedy
            for any breach by you of such covenants, and accordingly expressly
            agree that, in addition to any other remedies which TNL may have,
            TNL shall be entitled to injunctive relief in any court of competent
            jurisdiction for any breach or threatened breach of any such
            covenants by you. Nothing contained in this Agreement shall prevent
            or delay TNL from seeking, in any court of competent jurisdiction,
            specific performance or other equitable remedies in the event of any
            breach or intended breach by you of any of your obligations under
            this Agreement.

      B.    Notwithstanding the equitable relief available to TNL, you, in the
            event of a breach of your covenants contained in Sections 7, 8 and 9
            of this Agreement, understand that the uncertainties and delays
            inherent in the


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            legal process would result in a continuing breach for some period of
            time, and therefore, continuing injury to TNL until and unless TNL
            can obtain such equitable relief. Therefore, in addition to such
            equitable relief, TNL shall be entitled to monetary damages for any
            such period of breach until the termination of such breach, in an
            amount deemed reasonable to cover all actual and consequential
            losses, plus all monies received by you as a result of said breach
            and all costs and attorneys' fees incurred by TNL in enforcing this
            Agreement. If you should use or reveal to any other person or entity
            any confidential information, this will be considered a continuing
            violation on a daily basis for so long a period of time as such
            confidential information is made use of by you or any such other
            person or entity.

11.   Miscellaneous Provisions

      A.    Neither you nor TNL will assign the Letter Agreement without the
            prior written consent of the other. The Letter Agreement will bind
            any successors to TNL by merger or stock purchase.

      B.    Notices shall be as set forth in the Related Agreements.

      C.    The Related Agreements are the entire agreement between us regarding
            the subject matter to which it relates and supersede all prior
            agreements and understandings, oral or written. They cannot be
            amended, changed or modified except in a writing signed by both
            parties.

      D.    The Letter Agreement will be governed and construed in accordance
            with Pennsylvania law.

      E.    The invalidity or unenforceability of any particular provision or
            part of any provision of the Letter Agreement shall not affect the
            other provisions or parts of the Letter Agreement. If any provision
            of the Letter Agreement is determined to be invalid or unenforceable
            by a court of competent jurisdiction, such provision shall be
            interpreted to provide protection as nearly equivalent to that found
            to be invalid or unenforceable and if any such provision shall be so
            determined to be invalid or unenforceable by reason of the duration
            or geographical scope of the covenants contained in this Agreement,
            such duration or geographical scope, or both, shall be considered to
            be reduced to a duration or geographical scope to the extent
            necessary to cure such invalidity.

If the foregoing meets with your approval, please sign where indicated below and
return a signed copy to me.


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                                             Sincerely,

                                             TECHNITROL, INC.


                                             /s/ David W. Lacey
                                             ------------------
                                             David W. Lacey
                                             Vice President, Human Resources

                                             ACCEPTED AND AGREED

Witness:


/s/ David W. Lacey                           /s/ James M. Papada, III
------------------                           ------------------------
David W. Lacey                               James M. Papada, III


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