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**UNITED            STATES            SECURITIES & EXCHANGE COMMISSION**

**Washington,            D.C. 20549**

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**FORM            10-Q**

xThe Quarterly Report Pursuant to            Section 13 or 15(d) of the Securities Exchange Act of 1934            For the three months ended March 28, 2008, or

oTransition Report Pursuant to            Section 13 or 15(d) of the Securities Exchange Act of 1934            For the transition period from ______________ to ______________.

Commission File No.            1-5375
|                                                                          |
|-------------------------------------------------------------------------------|
|                                                                               |
| **TECHNITROL,                        INC.**                                   |
| (Exact name of                        registrant as specified in its Charter) |
|                                                                                                         |                                                        |
|--------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------|
| PENNSYLVANIA                                                                                                 | 23-1292472                                                  |
| (State or other                        jurisdiction of incorporation or                        organization) | (IRS                        Employer Identification Number) |
|                                                                             |                              |
|----------------------------------------------------------------------------------|-----------------------------------|
| 1210                        Northbrook Drive, Suite 470                          |                              |
| Trevose,                        Pennsylvania                                     | 19053                             |
| (Address of principal                        executive offices)                  | (Zip                        Code) |
|                                                                             |                              |
| Registrant’s                        telephone number, including area code: | 215-355-2900                      |

Indicate by            check mark whether the registrant (1) has filed all reports required to be filed by            section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12            months (or for such shorter period that the registrant was required to file such            reports), and (2) has been subject to the filing requirements for at least the past 90            days.                           YESx          NOo
|                                                                                                                                                                                                            |                                             |                                       |                                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------|--------------------------------------------|------------------------------------------------|
| Indicate by check mark                        whether the registrant is a large accelerated filer, an accelerated filer                        or a non-accelerated filer (as defined in Rule 12b-2 of the Act) |
|                                                                                                                                                                                                            | Large accelerated                        filer x | Accelerated filer                        o | Non-accelerated                        filer o |

Indicate by            check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the            Exchange Act).                           YESo          NOx

Indicate the number of shares            outstanding of each of the issuer’s classes of Common Stock, as of May 2,            2008:40,924,768

1

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**TABLE OF            CONTENTS**

|                               |                                                                                                                                      |     |
|------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------|----------|
|                               |                                                                                                                                      | **PAGE** |
|                               |                                                                                                                                      |     |
| **PART                        I**  | **FINANCIAL                        INFORMATION**                                                                                          |     |
|                               |                                                                                                                                      |     |
| Item                        1.     | Financial                        Statements                                                                                               |     |
|                               |                                                                                                                                      |     |
|                                    | Consolidated                        Balance Sheets (Unaudited)                                                                            | 3        |
|                                    | Consolidated                        Statements of Operations (Unaudited)                                                                  | 4        |
|                                    | Consolidated                        Statements of Cash Flows (Unaudited)                                                                  | 5        |
|                                    | Consolidated                        Statements of Changes in Shareholders’ Equity                        (Unaudited)                | 6        |
|                                    | Notes to                        Unaudited Consolidated Financial Statements                                                               | 7        |
|                               |                                                                                                                                      |     |
| Item                        2.     | Management’s                        Discussion and Analysis of Financial Condition and Results of                        Operations | 16       |
|                               |                                                                                                                                      |     |
| Item                        3.     | Quantitative                        and Qualitative Disclosures about Market Risk                                                         | 23       |
|                               |                                                                                                                                      |     |
| Item                        4.     | Controls                        and Procedures                                                                                            | 23       |
|                               |                                                                                                                                      |     |
| **PART                        II** | **OTHER                        INFORMATION**                                                                                              |     |
|                               |                                                                                                                                      |     |
| Item                        1.     | Legal                        Proceedings                                                                                                  | 25       |
|                               |                                                                                                                                      |     |
| Item                        1a.    | Risk                        Factors                                                                                                       | 25       |
|                               |                                                                                                                                      |     |
| Item                        2.     | Unregistered                        Sales of Equity Securities and Use of Proceeds                                                        | 25       |
|                               |                                                                                                                                      |     |
| Item                        3.     | Defaults                        Upon Senior Securities                                                                                    | 25       |
|                               |                                                                                                                                      |     |
| Item                        4.     | Submission                        of Matters to a Vote of Security Holders                                                                | 25       |
|                               |                                                                                                                                      |     |
| Item                        5.     | Other                        Information                                                                                                  | 25       |
|                               |                                                                                                                                      |     |
| Item                        6.     | Exhibits                                                                                                                                  | 25       |
|                               |                                                                                                                                      |     |
|                                    | Exhibit                        Index                                                                                                      | 34       |

2

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**PART I.            FINANCIAL INFORMATION**

**Item 1:            Financial Statements**

**Technitrol,            Inc. and SubsidiariesConsolidated Balance Sheets**

*In            thousands*

|                                                                  |   |                                                         |      |                                     |   |    |   |
|-----------------------------------------------------------------------|--------|--------------------------------------------------------------|-----------|------------------------------------------|--------|---------|--------|
|                                                                  |   | March                        28,                        2008 |      | December 28,                        2007 |   |
|                                                                  |   |                                                              |      |                                          |   |
|                                                                  |   | (unaudited)                                                  |      |                                     |   |    |
| Assets                                                                |   |                                                         |      |                                     |   |    |   |
| Current                        assets:                                |   |                                                         |      |                                     |   |    |   |
| Cash and cash                        equivalents                      |   | $                                                            | 54,439    |                                     | $      | 116,289 |   |
| Trade receivables,                        net                         |   |                                                         | 202,264   |                                     |   | 164,859 |   |
| Inventories                                                           |   |                                                         | 173,290   |                                     |   | 122,115 |   |
| Prepaid expenses and                        other current assets      |   |                                                         | 34,007    |                                     |   | 24,864  |   |
|                                                                  |   |                                                              |           |                                     |        |         |   |
| Total current                        assets                           |   |                                                         | 464,000   |                                     |   | 428,127 |   |
|                                                                  |   |                                                         |      |                                     |   |    |   |
| Long-term                        assets:                              |   |                                                         |      |                                     |   |    |   |
| Property, plant and                        equipment                  |   |                                                         | 375,005   |                                     |   | 261,171 |   |
| Less accumulated                        depreciation                  |   |                                                         | 174,226   |                                     |   | 163,404 |   |
|                                                                  |   |                                                              |           |                                     |        |         |   |
| Net property, plant and                        equipment              |   |                                                         | 200,779   |                                     |   | 97,767  |   |
| Deferred income                        taxes                          |   |                                                         | 23,423    |                                     |   | 22,753  |   |
| Goodwill,                        net                                  |   |                                                         | 533,752   |                                     |   | 224,656 |   |
| Other intangibles,                        net                         |   |                                                         | 34,132    |                                     |   | 34,794  |   |
| Other assets                                                          |   |                                                         | 16,589    |                                     |   | 13,256  |   |
|                                                                  |   |                                                              |           |                                     |        |         |   |
|                                                                  |   | $                                                            | 1,272,675 |                                     | $      | 821,353 |   |
|                                                                  |   |                                                              |           |                                     |        |         |   |
|                                                                  |   |                                                         |      |                                     |   |    |   |
| Liabilities and                        Shareholders’ Equity     |   |                                                         |      |                                     |   |    |   |
| Current                        liabilities:                           |   |                                                         |      |                                     |   |    |   |
| Accounts                        payable                               |   | $                                                            | 129,187   |                                     | $      | 104,214 |   |
| Accrued expenses and                        other current liabilities |   |                                                         | 116,522   |                                     |   | 92,096  |   |
|                                                                  |   |                                                              |           |                                     |        |         |   |
| Total current                        liabilities                      |   |                                                         | 245,709   |                                     |   | 196,310 |   |
|                                                                  |   |                                                         |      |                                     |   |    |   |
| Long-term                        liabilities:                         |   |                                                         |      |                                     |   |    |   |
| Long-term debt,                        excluding current installments |   |                                                         | 364,080   |                                     |   | 10,467  |   |
| Deferred income                        taxes                          |   |                                                         | 11,677    |                                     |   | 12,528  |   |
| Other long-term                        liabilities                    |   |                                                         | 31,917    |                                     |   | 31,022  |   |
|                                                                  |   |                                                         |      |                                     |   |    |   |
| Minority                        interest                              |   |                                                         | 10,029    |                                     |   | 9,947   |   |
|                                                                  |   |                                                         |      |                                     |   |    |   |
| Shareholders’                        equity:                    |   |                                                         |      |                                     |   |    |   |
| Common stock and                        additional paid-in capital    |   |                                                         | 223,141   |                                     |   | 222,593 |   |
| Retained                        earnings                              |   |                                                         | 300,206   |                                     |   | 289,048 |   |
| Other comprehensive                        income                     |   |                                                         | 85,916    |                                     |   | 49,438  |   |
|                                                                  |   |                                                              |           |                                     |        |         |   |
| Total                        shareholders’ equity               |   |                                                         | 609,263   |                                     |   | 561,079 |   |
|                                                                  |   |                                                              |           |                                     |        |         |   |
|                                                                  |   | $                                                            | 1,272,675 |                                     | $      | 821,353 |   |
|                                                                  |   |                                                              |           |                                     |        |         |   |

See accompanying Notes to            Unaudited Consolidated Financial Statements.

3

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**Technitrol,            Inc. and Subsidiaries****Consolidated Statements of Operations**

(Unaudited)*In thousands, except per share data*

|                                                                      |   |                                      |    |                                                         |   |    |   |
|---------------------------------------------------------------------------|--------|-------------------------------------------|---------|--------------------------------------------------------------|--------|---------|--------|
|                                                                      |   | Three                        Months Ended |    |
|                                                                      |   | March                        28,2008      |    | March                        30,                        2007 |   |
|                                                                      |   |                                           |    |                                                              |   |
|                                                                      |   |                                      |    |                                                         |   |
| Net sales                                                                 |   | $                                         | 274,858 |                                                         | $      | 254,432 |   |
| Cost of                        sales                                      |   |                                      | 218,716 |                                                         |   | 199,690 |   |
|                                                                      |   |                                           |         |                                                         |        |         |   |
|                                                                      |   |                                      |    |                                                         |   |    |   |
| Gross profit                                                              |   |                                      | 56,142  |                                                         |   | 54,742  |   |
|                                                                      |   |                                      |    |                                                         |   |    |   |
| Selling, general and                        administrative expenses       |   |                                      | 40,812  |                                                         |   | 36,736  |   |
| Severance and asset                        impairment expense             |   |                                      | 1,965   |                                                         |   | 9,915   |   |
|                                                                      |   |                                           |         |                                                         |        |         |   |
|                                                                      |   |                                      |    |                                                         |   |    |   |
| Operating                        profit                                   |   |                                      | 13,365  |                                                         |   | 8,091   |   |
|                                                                      |   |                                      |    |                                                         |   |    |   |
| Other income                        (expense):                            |   |                                      |    |                                                         |   |    |   |
| Interest expense,                        net                              |   |                                      | (2,086  | )                                                            |   | (1,252  | )      |
| Other income,                        net                                  |   |                                      | 3,910   |                                                         |   | 251     |   |
|                                                                      |   |                                           |         |                                                         |        |         |   |
|                                                                      |   |                                      |    |                                                         |   |    |   |
| Total other income                        (expense)                       |   |                                      | 1,824   |                                                         |   | (1,001  | )      |
|                                                                      |   |                                           |         |                                                         |        |         |   |
|                                                                      |   |                                      |    |                                                         |   |    |   |
| Earnings before income                        taxes and minority interest |   |                                      | 15,189  |                                                         |   | 7,090   |   |
|                                                                      |   |                                      |    |                                                         |   |    |   |
| Income taxes                                                              |   |                                      | 371     |                                                         |   | 2,189   |   |
|                                                                      |   |                                      |    |                                                         |   |    |   |
| Minority interest                        expense                          |   |                                      | 81      |                                                         |   | 190     |   |
|                                                                      |   |                                           |         |                                                         |        |         |   |
|                                                                      |   |                                      |    |                                                         |   |    |   |
| Net earnings                                                              |   | $                                         | 14,737  |                                                         | $      | 4,711   |   |
|                                                                      |   |                                           |         |                                                         |        |         |   |
|                                                                      |   |                                      |    |                                                         |   |    |   |
| Earnings per                        share:                                |   |                                      |    |                                                         |   |    |   |
| Basic                                                                     |   | $                                         | 0.36    |                                                         | $      | 0.12    |   |
|                                                                      |   |                                           |         |                                                         |        |         |   |
| Diluted                                                                   |   | $                                         | 0.36    |                                                         | $      | 0.12    |   |
|                                                                      |   |                                           |         |                                                         |        |         |   |

See accompanying            Notes to Unaudited Consolidated Financial Statements.

4

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**Technitrol,            Inc. and Subsidiaries****Consolidated Statements of Cash Flows**

(Unaudited)*In thousands*

|                                                                                                                              |   |                                                         |     |                                                         |   |    |   |
|-----------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------|----------|--------------------------------------------------------------|--------|---------|--------|
|                                                                                                                              |   | Three                        Months Ended                    |     |
|                                                                                                                              |   | March                        28,                        2008 |     | March                        30,                        2007 |   |
|                                                                                                                              |   |                                                              |     |                                                              |   |
| Cash flows from                        operating activities:                                                                      |   |                                                         |     |                                                         |   |    |   |
| Net earnings                                                                                                                      |   | $                                                            | 14,737   |                                                         | $      | 4,711   |   |
| Adjustments to                        reconcile net earnings to net cash provided by operating                        activities: |   |                                                         |     |                                                         |   |    |   |
| Depreciation and                        amortization                                                                              |   |                                                         | 10,200   |                                                         |   | 7,990   |   |
| Forward contract                        settlements                                                                               |        |                                                              | 6,959    |                                                              |        | — |        |
| Amortization of stock                        incentive plan expense                                                               |   |                                                         | 635      |                                                         |   | 1,076   |   |
| Minority interest in                        net earnings of consolidated subsidiary                                               |   |                                                         | 81       |                                                         |   | 190     |   |
| Severance and asset                        impairment expense, net of cash payments                                               |   |                                                         | (1,577   | )                                                            |   | 8,290   |   |
| Changes in assets and                        liabilities, net of effect of acquisitions:                                          |   |                                                         |     |                                                         |   |    |   |
| Trade                        receivables                                                                                          |   |                                                         | 681      |                                                         |   | (12,965 | )      |
| Inventories                                                                                                                       |   |                                                         | (5,713   | )                                                            |   | (1,590  | )      |
| Prepaid expenses and                        other current assets                                                                  |   |                                                         | (4,713   | )                                                            |   | (1,907  | )      |
| Accounts payable and                        accrued expenses                                                                      |   |                                                         | (5,553   | )                                                            |   | 5,471   |   |
| Other, net                                                                                                                        |   |                                                         | 34       |                                                         |   | 2,050   |   |
|                                                                                                                              |   |                                                              |          |                                                         |        |         |   |
|                                                                                                                              |   |                                                         |     |                                                         |   |    |   |
| Net cash provided by                        operating activities                                                                  |   |                                                         | 15,771   |                                                         |   | 13,316  |   |
|                                                                                                                              |   |                                                              |          |                                                         |        |         |   |
|                                                                                                                              |   |                                                         |     |                                                         |   |    |   |
| Cash flows from                        investing activities:                                                                      |   |                                                         |     |                                                         |   |    |   |
| Acquisitions, net of                        cash acquired of $6,556                                                               |   |                                                         | (421,121 | )                                                            |   | — |   |
| Forward contract                        settlements                                                                               |   |                                                         | (6,959   | )                                                            |   | — |   |
| Capital                        expenditures                                                                                       |   |                                                         | (5,251   | )                                                            |   | (4,512  | )      |
| Purchases of grantor                        trust investments available for sale                                                  |   |                                                         | (285     | )                                                            |   | — |   |
| Proceeds from sale of                        property, plant and equipment                                                        |   |                                                         | 2,450    |                                                         |   | 2,159   |   |
| Foreign currency impact                        on intercompany lending                                                            |   |                                                         | (5,666   | )                                                            |   | 312     |   |
|                                                                                                                              |   |                                                              |          |                                                         |        |         |   |
|                                                                                                                              |   |                                                         |     |                                                         |   |    |   |
| Net cash (used in)                        investing activities                                                                    |   |                                                         | (436,832 | )                                                            |   | (2,041  | )      |
|                                                                                                                              |   |                                                              |          |                                                         |        |         |   |
|                                                                                                                              |   |                                                         |     |                                                         |   |    |   |
| Cash flows from                        financing activities:                                                                      |   |                                                         |     |                                                         |   |    |   |
| Long-term                        borrowings                                                                                       |   |                                                         | 373,000  |                                                         |   | 2,757   |   |
| Principal payments of                        long-term debt                                                                       |   |                                                         | (19,943  | )                                                            |   | (11,614 | )      |
| Dividends                        paid                                                                                             |   |                                                         | (3,579   | )                                                            |   | (3,567  | )      |
| Exercise of stock                        options                                                                                  |   |                                                         | 17       |                                                         |   | 88      |   |
|                                                                                                                              |   |                                                              |          |                                                         |        |         |   |
|                                                                                                                              |   |                                                         |     |                                                         |   |    |   |
| Net cash provided by                        (used in) financing activities                                                        |   |                                                         | 349,495  |                                                         |   | (12,336 | )      |
|                                                                                                                              |   |                                                              |          |                                                         |        |         |   |
|                                                                                                                              |   |                                                         |     |                                                         |   |    |   |
| Net effect of exchange                        rate changes on cash                                                                |   |                                                         | 9,716    |                                                         |   | 1,010   |   |
|                                                                                                                              |   |                                                              |          |                                                         |        |         |   |
|                                                                                                                              |   |                                                         |     |                                                         |   |    |   |
| Net (decrease) in cash                        and cash equivalents                                                                |   |                                                         | (61,850  | )                                                            |   | (51     | )      |
|                                                                                                                              |   |                                                         |     |                                                         |   |    |   |
| Cash and cash                        equivalents at beginning of period                                                           |   |                                                         | 116,289  |                                                         |   | 87,195  |   |
|                                                                                                                              |   |                                                              |          |                                                         |        |         |   |
|                                                                                                                              |   |                                                         |     |                                                         |   |    |   |
| Cash and cash                        equivalents at end of period                                                                 |   | $                                                            | 54,439   |                                                         | $      | 87,144  |   |
|                                                                                                                              |   |                                                              |          |                                                         |        |         |   |

See accompanying            Notes to Unaudited Consolidated Financial Statements.

5

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**Technitrol,            Inc. and Subsidiaries****Consolidated Statements of Changes in Shareholders’            Equity**

Three Months            Ended March 28, 2008

(Unaudited)*In thousands, except per share data*

|                                                                  |   |                                    |   |     |          |          |        |          |   |   |    |   |   |   |   |   |
|-----------------------------------------------------------------------|--------|-----------------------------------------|--------|----------|---------------|---------------|-------------|---------------|--------|--------|---------|--------|--------|--------|--------|--------|
|                                                                  |   | Common stock                        and |   |     |          |          | Accumulated |          |   |   |    |
|                                                                  |   | paid-in                        capital  |   |     |          |          | other       |          |   |   |    |
|                                                                  |   |                                         |   | Retained |          | comprehensive |        | Comprehensive |   |
|                                                                  |   | Shares                                  |   | Amount   |          | earnings      |        | income        |   | income |    |
|                                                                  |   |                                         |   |          |          |               |        |               |   |        |    |
| Balance at December 28,                        2007                   |   | 40,901                                  |   | $        |  222,593 |          | $           |  289,048 |   | $      | 49,438  |   |   |   |   |
| Stock options, awards                        and related compensation |   | 24                                      |   |     | 548           |          |        | —       |   |   | — |   |   |   |   |
| Dividends declared                        ($0.0875 per share)         |   | —                                 |   |     | —       |          |        | (3,579        | )      |   | — |   |   |   |   |
| Net earnings                                                          |   | —                                 |   |     | —       |          |        | 14,737        |   |   | — |   | $      | 14,737 |   |
| Currency translation                        adjustments               |   | —                                 |   |     | —       |          |        | —       |   |   | 37,135  |   |   | 37,135 |   |
| Unrealized holding                        gains on securities         |   | —                                 |   |     | —       |          |        | —       |   |   | (657    | )      |   | (657   | )      |
|                                                                  |   |                                    |   |     |          |          |        |          |   |   |    |   |        |        |   |
| Comprehensive                        income                           |   |                                    |   |     |          |          |        |          |   |   |    |   | $      | 51,215 |   |
|                                                                  |   |                                         |   |          |               |          |             |               |   |        |         |   |        |        |   |
| Balance at March 28,                        2008                      |   | 40,925                                  |   | $        | 223,141       |          | $           | 300,206       |   | $      | 85,916  |   |   |   |   |
|                                                                  |   |                                         |   |          |               |          |             |               |   |        |         |   |   |   |   |

See accompanying            Notes to Unaudited Consolidated Financial Statements.

6

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**Technitrol,            Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements**

|   |                                             |
|--------|--------------------------------------------------|
| (1)    |  Accounting                        policies |

          For            a complete description of the accounting policies of Technitrol, Inc. and its            consolidated subsidiaries, refer to Note 1 of Notes to Consolidated Financial            Statements included in Technitrol Inc.’s Form 10-K filed for the year ended            December 28, 2007. We sometimes refer to Technitrol, Inc. as “we” or            “our”. We refer to Pulse as the Electronics Components Group or            “Electronics” and AMI Doduco as the Electrical Contact Products Group or            “Electrical”.

          The            results for the three months ended March 28, 2008 and March 30, 2007 have been prepared            by our management without audit by our independent auditors. In the opinion of            management, the consolidated financial statements fairly present in all material            respects, the financial position, results of operations and cash flows for the periods            presented. To the best of our knowledge and belief, all adjustments have been made to            properly reflect income and expenses attributable to the periods presented. Except for            severance and asset impairment expenses, all such adjustments are of a normal recurring            nature. Operating results for the three months ended March 28, 2008 are not necessarily            indicative of annual results.

                      New Accounting Pronouncements

          In            December 2007, the Financial Accounting Standards Board (“FASB”) issued            Statement No. 160, *Noncontrolling Interests in Consolidated Financial Statements, an            amendment of ARB No.* 51 (“SFAS 160”). This statement will change the            accounting and reporting for minority interests, which will be recharacterized as            noncontrolling interests and classified as a component of equity. This statement is            effective for fiscal years beginning after December 15, 2008. We are currently            evaluating the effect that SFAS 160 will have on our consolidated financial            statements.

          In            December 2007, FASB issued Statement No. 141 (revised 2007), *Business            Combinations* (“SFAS 141R”). This statement will change the accounting            for business combinations in a number of areas including the treatment of contingent            consideration, contingencies, acquisition costs, in-process research and development            costs and restructuring costs. In addition, SFAS 141R changes the measurement period            for deferred tax asset valuation allowances and acquired income tax uncertainties in a            business combination. This statement is effective for fiscal years beginning after            December 15, 2008. We are currently evaluating the effect that SFAS 141R will have on            our consolidated financial statements.

          In            March 2008, FASB issued Statement No. 161, *Disclosures about Derivative Instruments            and Hedging Activities* (“SFAS 161”). SFAS 161 applies to the disclosure            requirements for all derivative instruments and hedged items accounted for under SFAS            133 and its related interpretations. This statement amends and expands the disclosure            requirements of Statement 133, requiring qualitative disclosures about objectives and            strategies for using derivatives, quantitative disclosures about fair value amounts and            gains and losses on derivative instruments, and disclosures about the credit risk            related contingent features in derivative agreements. We are required to adopt this            statement starting in 2009. We are currently in the process of evaluating the effect            that this Statement will have on the disclosures in our consolidated financial            statements.

                      Recently Adopted Accounting Pronouncements

          In            February 2007, FASB issued Statement No. 159, *The Fair Value Option for Financial            Assets and Financial Liabilities* (“SFAS 159”). This statement provides            the option to report certain financial assets and liabilities at fair value, with the            intent to mitigate volatility in financial reporting that can occur when related assets            and liabilities are recorded on different bases. This statement is effective for us            beginning December 29, 2007. Adoption of this statement did not have any impact on our            financial statements.

7

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**Technitrol,            Inc. and Subsidiaries            Notes to Unaudited Consolidated Financial Statements,**continued

|   |                                                        |
|--------|-------------------------------------------------------------|
| (1)    |  Accounting                        policies, continued |

          In            September 2006, FASB issued Statement No. 157, *Fair Value Measurements*            (“SFAS 157”). This statement defines fair value, establishes a framework            for measuring fair value in GAAP, and enhances disclosures about fair value            measurements. SFAS 157 applies when other accounting pronouncements require fair value            measurements; it does not require new fair value measurements. In February 2008, FASB            issued FASB Staff Position No. FA5 157-2, Effective Date of FASB Statement No. 157            (“FSP 157-2”), which deferred the effective date of SFAS 157 one year for            non-financial assets and liabilities, except on items that are already recognized or            disclosed at fair value in the financial statements on a recurring basis. We adopted            SFAS 157 for our financial assets and liabilities in the first quarter of 2008. There            was no impact to our consolidated financial statements upon adoption of SFAS 157, as            our grantor trust investment is classified as available for sale with a fair value            based on quoted market prices that meet the specifications of a Level 1 input, as            defined in SFAS 157.

|   |               |
|--------|--------------------|
| (2)    |  Acquisitions |

*                      Sonion A/S*: On February 28, 2008, we acquired all of the capital            stock of Sonion A/S (“Sonion”), headquartered in Roskilde, Denmark with            manufacturing facilities in Denmark, Poland, China and Vietnam. The results of            Sonion’s operations have been included in the consolidated financial statements            since February 29, 2008. Sonion produces microacoustic transducers and micromechanical            components used in hearing instruments, acoustic devices, medical devices and mobile            communications devices. Our total investment was $421.1 million, which included $243.3            million, net of cash acquired of $6.6 million, for the outstanding capital stock and            $177.8 million of acquired debt which was repaid concurrent with the acquisition. We            financed the acquisition with proceeds from our new multi-currency credit facility and            with cash on hand. The preliminary fair value of the net tangible assets acquired,            excluding the assumed debt, approximated $138.6 million. We are in the process of            evaluating the fair value of acquired assets and liabilities of Sonion, which includes            obtaining third-party valuations of the property, plant and equipment and intangible            assets, therefore, the allocation of the purchase price is preliminary and is subject            to adjustment. The excess purchase price has been recorded as goodwill on the            consolidated balance sheet until the valuation is completed, however, we recorded an            estimate of intangible amortization expense on the unallocated premium in the three            months ended March 28, 2008. Also, we have not adjusted our deferred tax asset or            liability balances to reflect the allocation of the purchase price as of March 28,            2008. Sonion’s mobile communications group will become part of Electronics’            wireless communications group, and Sonion’s medical and acoustic device groups            will form a new medical technology group at Electronics. The following table summarizes            the preliminary fair values of the assets acquired and liabilities assumed at the date            of acquisition (*in millions*):

|                                                   |   |   |   |   |
|--------------------------------------------------------|--------|--------|--------|--------|
| Current                        assets                  |   | $      | 81.2   |   |
| Property, plant                        & equipment |   |   | 102.3  |   |
| Goodwill                        (unallocated premium)  |   |   | 289.1  |   |
| Other                        assets                    |   |   | 4.9    |   |
|                                                   |   |        |        |   |
| Total assets                        acquired           |   |   | 477.5  |   |
|                                                   |   |   |   |   |
| Current                        liabilities             |   |   | 49.8   |   |
| Debt assumed in                        acquisition     |   |   | 177.8  |   |
|                                                   |   |        |        |   |
| Total liabilities                        assumed       |   |   | 227.6  |   |
|                                                   |   |        |        |   |
|                                                   |   |   |   |   |
| Net assets                        acquired             |   | $      | 249.9  |   |
|                                                   |   |        |        |   |

8

----

**Technitrol,            Inc. and Subsidiaries            Notes to Unaudited Consolidated Financial Statements,**continued

|   |                                                 |
|--------|------------------------------------------------------|
| (2)    |  Acquisitions,                        continued |

          Had            the acquisition of Sonion occurred on December 30, 2006, unaudited pro forma results            would have been as follows (*in millions, except per share amounts*):

|                                                         |   |                                      |   |                                  |   |   |   |
|--------------------------------------------------------------|--------|-------------------------------------------|--------|---------------------------------------|--------|--------|--------|
|                                                         |   | Three                        Months Ended |   |
|                                                         |   | March                        28, 2008     |   | March                        30, 2007 |   |
|                                                         |   |                                           |   |                                       |   |
| Net sales                                                    |   | $                                         | 308.9  |                                  | $      | 293.0  |   |
| Net earnings                        (loss)                   |   | $                                         | 6.0    |                                  | $      | (3.6   | )      |
| Net earnings (loss)                        per common share: |   |                                      |   |                                  |   |   |   |
| Basic                                                        |   | $                                         | 0.15   |                                  | $      | (0.09  | )      |
| Diluted                                                      |   | $                                         | 0.15   |                                  | $      | (0.09  | )      |

          The            pro forma results reflect adjustments for the increased intangible amortization,            interest expense and other ongoing charges attributable to the acquisition. However,            potential cost savings from combining Sonion with our operations are not reflected. For            this and other reasons, the pro forma results are not indicative of the results that            would have occurred had the acquisition actually been consummated on December 30, 2006,            and are not intended to be a projection of future results or trends.

|   |              |
|--------|-------------------|
| (3)    |  Inventories |

          Inventories            consisted of the following (*in thousands*):

|                                              |   |                                                         |   |                                     |   |   |   |    |   |
|---------------------------------------------------|--------|--------------------------------------------------------------|--------|------------------------------------------|--------|--------|--------|---------|--------|
|                                              |   | March                        28,                        2008 |   | December 28,                        2007 |   |
|                                              |   |                                                              |   |                                          |   |
| Finished                        goods             |   |                                                         | $      | 65,178                                   |   |   | $      | 48,940  |   |
| Work in                        process            |   |                                                         |   | 37,736                                   |   |   |   | 27,748  |   |
| Raw materials and                        supplies |   |                                                         |   | 70,376                                   |   |   |   | 45,427  |   |
|                                              |   |                                                         |        |                                          |   |   |        |         |   |
|                                              |   |                                                         | $      | 173,290                                  |   |   | $      | 122,115 |   |
|                                              |   |                                                         |        |                                          |   |   |        |         |   |

|   |                                                             |
|--------|------------------------------------------------------------------|
| (4)    |  Goodwill                        and other intangibles, net |

          The            changes in the carrying amounts of goodwill for the three months ended March 28, 2008            were as follows (*in thousands*):

|   |                                                                               |   |   |    |   |
|--------|------------------------------------------------------------------------------------|--------|--------|---------|--------|
|   | Balance at December                        28, 2007                                |   | $      | 224,656 |   |
|   | Goodwill and                        unallocated premium acquired during the period |   |   | 289,120 |   |
|   | Purchase price                        allocations and other adjustments            |   |   | (1,125  | )      |
|   | Currency translation                        adjustments                            |   |   | 21,101  |   |
|   |                                                                               |   |        |         |   |
|   | Balance at March 28,                        2008                                   |   | $      | 533,752 |   |
|   |                                                                               |   |        |         |   |

          Our            goodwill and other intangibles relate to our Electronics segment.

          Other            intangible assets were as follows (*in thousands*):

|   |                                                                                 |   |                                                         |   |                                     |   |   |   |   |   |
|--------|--------------------------------------------------------------------------------------|--------|--------------------------------------------------------------|--------|------------------------------------------|--------|--------|--------|--------|--------|
|   | Intangible assets                        subject to amortization (*definite lives*): |   | March                        28,                        2008 |   | December 28,                        2007 |   |
|   |                                                                                 |   |                                                              |   |                                          |   |
|   | Technology                                                                           |   |                                                         | $      | 11,978                                   |   |   | $      | 11,655 |   |
|   | Customer                        relationships                                        |   |                                                         |   | 34,144                                   |   |   |   | 32,162 |   |
|   | Tradename/trademark                                                                  |   |                                                         |   | 458                                      |   |   |   | 427    |   |
|   | Other                                                                                |   |                                                         |   | 2,402                                    |   |   |   | 2,402  |   |
|   |                                                                                 |   |                                                         |        |                                          |   |   |        |        |   |
|   | Total                                                                                |   |                                                         | $      | 48,982                                   |   |   | $      | 46,646 |   |

9

----

**Technitrol,            Inc. and Subsidiaries            Notes to Unaudited Consolidated Financial Statements,**continued

|   |                                                                        |
|--------|-----------------------------------------------------------------------------|
| (4)    |  Goodwill                        and other intangibles, net, continued |

|   |                                                                                     |   |   |                                                         |   |   |                                                   |   |
|--------|------------------------------------------------------------------------------------------|--------|--------|--------------------------------------------------------------|--------|--------|--------------------------------------------------------|--------|
|        |                                                                                          |        |        | March                        28,                        2008 |        |        | December 28,                        2007               |        |
|        |                                                                                          |        |        |                                                         |        |        |                                                   |        |
|   | Accumulated                        amortization:                                         |   |   |                                                         |   |   |                                                   |   |
|   | Technology                                                                               |   |        | $     (8,995                             | )      |        | $     (8,516                                 | )      |
|   | Customer                        relationships                                            |   |   | (10,375                                                      | )      |   | (8,798                                                 | )      |
|   | Tradename/trademark                                                                      |   |   | (458                                                         | )      |   | (427                                                   | )      |
|   | Other                                                                                    |   |   | (1,680                                                       | )      |   | (769                                                   | )      |
|   |                                                                                     |   |        |                                                              |   |        |                                                        |   |
|   | Total                                                                                    |   |        | $                         (21,508                       | )      |        | $                         (18,510                 | )      |
|   |                                                                                     |   |        |                                                              |   |        |                                                        |   |
|   |                                                                                     |   |   |                                                         |   |   |                                                   |   |
|   | Net tangible assets                        subject to amortization                       |   |   | $                          27,474                  |   |   | $                          28,136            |   |
|   |                                                                                     |   |   |                                                         |   |   |                                                   |   |
|   | Intangible assets                        not subject to amortization (indefinite lives): |   |   |                                                         |   |   |                                                   |   |
|   | Tradename                                                                                |   |        | $                            6,658       |   |   | $                            6,658 |   |
|   |                                                                                     |   |        |                                                              |   |        |                                                        |   |
|   |                                                                                     |   |   |                                                         |   |   |                                                   |   |
|   | Other intangibles,                        net                                            |   |   | $                          34,132                  |   |   | $                          34,794            |   |
|   |                                                                                     |   |        |                                                              |   |        |                                                        |   |

          Amortization            expense was $2.3 million and $1.3 million for the three months ended March 28, 2008 and            March 30, 2007, respectively. Excluding amortization of intangible assets acquired in            the Sonion acquisition, estimated annual amortization expense for each of the next five            years is as follows *(in thousands)*:

|                               |   |   |   |   |
|------------------------------------|--------|--------|--------|--------|
| Year                        Ending |   |   |   |   |
|                                    |   |   |   |   |
| 2009                               |   | $      | 5,193  |   |
| 2010                               |   | $      | 4,826  |   |
| 2011                               |   | $      | 3,149  |   |
| 2012                               |   | $      | 3,042  |   |
| 2013                               |   | $      | 3,042  |   |

|   |                                      |
|--------|-------------------------------------------|
| (5)    |  Income                        taxes |

          At            March 28, 2008, we have approximately $21.2 million of unrecognized tax benefits, $20.1            million of which are classified as other long-term liabilities and are not expected to            be realized within the next twelve months. All of these tax benefits would affect our            effective tax rate, if recognized. During the three months ended March 28, 2008, we            recognized approximately $2.6 million of tax benefits due to the expiration of a            statute of limitations.

          Our            continuing practice is to recognize interest and penalties, if any, related to income            tax matters as income tax expense. As of March 28, 2008, we have $0.9 million accrued            for interest and/or penalties related to uncertain income tax positions.

          We            are subject to U.S. federal income tax as well as income tax in multiple state and            non-U.S. jurisdictions. Federal and state income tax returns for all years after 2003            are subject to future examination by the respective tax authorities. With respect to            material non-U.S. jurisdictions where we operate, we have open tax years ranging from 3            to 10 years.

10

----

**Technitrol,            Inc. and Subsidiaries            Notes to Unaudited Consolidated Financial Statements,** continued

|   |                                               |
|--------|----------------------------------------------------|
| (6)    |  Defined                        benefit plans |

          In            the three months ended March 28, 2008, we contributed less than $0.1 million to our            principal defined benefit plans and we expect to contribute approximately $0.3 million            for the full fiscal year in 2008. Our net periodic expense was approximately $0.3            million in the three months ended March 28, 2008 and March 30, 2007 and is expected to            be approximately $1.0 million for the full fiscal year in 2008.

|   |                                                                 |
|--------|----------------------------------------------------------------------|
| (7)    |  Accounting                        for stock-based compensation |

          The            following table presents the amount of stock-based compensation expense included in the            Consolidated Statements of Operations during the three months ended March 28, 2008 and            March 30, 2007 *(in thousands):*

|                                                                                                                                  |   |                                                         |   |                                                         |   |   |   |
|---------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------|--------|--------------------------------------------------------------|--------|--------|--------|
|                                                                                                                                  |   | March                        28,                        2008 |   | March                        30,                        2007 |   |
|                                                                                                                                  |   |                                                              |   |                                                              |   |
| Restricted                        stock                                                                                               |   | $                                                            | 585    |                                                         | $      | 933    |   |
| Stock                        options                                                                                                  |   |                                                         | 50     |                                                         |   | 143    |   |
|                                                                                                                                  |   |                                                              |        |                                                         |        |        |   |
| Total stock-based                        compensation included in selling, general and administrative                        expenses |   |                                                         | 635    |                                                         |   | 1,076  |   |
| Income tax                        benefit                                                                                             |   |                                                         | (188   | )                                                            |   | (358   | )      |
|                                                                                                                                  |   |                                                              |        |                                                         |        |        |   |
| Total after-tax                        stock-based compensation expense                                                               |   | $                                                            | 447    |                                                         | $      | 718    |   |
|                                                                                                                                  |   |                                                              |        |                                                         |        |        |   |

*Restricted            Stock:* The value of restricted stock issued is based on the market price of the            stock at the award date. Shares are held by us until the continued employment            requirement has been attained. The market value of the shares at the date of grant is            charged to expense on a straight-line basis over the vesting period. Cash awards, which            are intended to assist recipients with their resulting personal tax liability, are            based on the market value of the shares and are accrued over the vesting period. The            expense related to the cash award is fixed and is based on the value of the awarded            stock on the grant date if the recipient makes an election under Section 83(b) of the            Internal Revenue Code. If the recipient does not make an election under Section 83(b),            the cash award will fluctuate based on the current market value of the shares subject            to limitation as set forth in our restricted stock plan.

A summary of the restricted            stock activity is as follows *(in thousands, except per share data*):

|                                                  |   |   |   |                                                                                                                |   |   |   |
|-------------------------------------------------------|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
|                                                  |   | Shares |   | Weighted                        Average Stock                        Grant Price                        (Per Share) |   |
|                                                  |   |        |   |                                                                                                                     |   |
| Nonvested at                        December 28, 2007 |   |   | 219    |                                                                                                                | $      | 22.85  |   |
| Granted                                               |   |   | 25     |                                                                                                                | $      | 24.68  |   |
| Vested                                                |   |   | (45    | )                                                                                                                   | $      | 22.78  |   |
| Forfeited                                             |   |   | (4     | )                                                                                                                   | $      | 24.87  |   |
|                                                  |   |        |        |                                                                                                                |   |   |   |
| Nonvested at March                        28, 2008    |   |   | 195    |                                                                                                                | $      | 23.05  |   |

          As            of March 28, 2008, there was approximately $2.5 million of total unrecognized            compensation cost related to restricted stock grants. This unrecognized compensation is            expected to be recognized over a weighted-average period of approximately 1.6            years.

11

----

**Technitrol,            Inc. and Subsidiaries            Notes to Unaudited Consolidated Financial Statements,** continued

|   |                                                                            |
|--------|---------------------------------------------------------------------------------|
| (7)    |  Accounting                        for stock-based compensation, continued |

*Stock            Options:* Stock options were granted at no cost to the employee and were not            granted at a price lower than the fair market value at date of grant. These options            expire seven years from the date of grant and vest equally over four years. There were            no options issued during the three months ended March 28, 2008 or during the year ended            December 28, 2007. We value our stock options according to the fair value method using            the Black-Scholes option-pricing model.

A summary of the            stock options activity is as follows (*in thousands, except per share            data*):

|                                                       |   |   |    |                                                                                                                                        |   |                                             |   |   |   |   |
|------------------------------------------------------------|--------|--------|---------|---------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------|--------|--------|--------|--------|
|                                                       |   | Shares |    | Weighted                        Average                        Option Grant                        Price                        (Per Share) |   | Aggregate Intrinsic                        Value |   |
|                                                       |   |        |    |                                                                                                                                             |   |                                                  |   |
| Outstanding as of                        December 28, 2007 |   |   | 187     |                                                                                                                                        | $      | 18.96                                            |   |   |   |   |
| Granted                                                    |   |   | — |                                                                                                                                        |   | —                                          |   |   |   |   |
| Exercised                                                  |   |   | (1      | )                                                                                                                                           | $      | 19.48                                            |   |   |   |   |
| Forfeited/expired                                          |   |   | (2      | )                                                                                                                                           | $      | 19.08                                            |   |   |   |   |
|                                                       |   |        |    |                                                                                                                                        |   |                                             |   |
| Outstanding as of                        March 28, 2008    |   |   | 184     |                                                                                                                                        | $      | 18.96                                            |   | $      | 771    |   |
| Exercisable at March                        28, 2008       |   |   | 171     |                                                                                                                                        | $      | 19.07                                            |   | $      | 696    |   |

          As            of March 28, 2008, there was $0.1million of total unrecognized compensation cost            related to option grants. This unrecognized compensation is expected to be recognized            over a weighted-average period of approximately 0.5 years.

          During            the three months ended March 28, 2008, cash received from stock options exercised was            less than $0.1 million. The total intrinsic value of stock options exercised during the            three months ended March 28, 2008 and March 30, 2007 was less than $0.1 million. SFAS            123(R) requires that tax benefits from deductions in excess of the compensation cost of            stock options exercised be classified as a cash inflow from financing. However, there            was no effect on the current year net cash provided by operating activities and net            cash used in financing activities due to the minimal amount of stock options exercised            during the three months ended March 28, 2008. No amounts of stock-based compensation            cost have been capitalized into inventory or other assets during the quarter ended            March 28, 2008.

|   |                                            |
|--------|-------------------------------------------------|
| (8)    |  Earnings                        per share |

          Basic            earnings per share are calculated by dividing net earnings by the weighted average            number of common shares outstanding (excluding restricted shares which are considered            to be contingently issuable) during the period. For calculating diluted earnings per            share, common share equivalents are added to the weighted average number of common            shares outstanding. Common share equivalents are computed based on the number of            outstanding options to purchase common stock and restricted shares as calculated using            the treasury stock method. However, in periods when we have a net loss or the exercise            price of stock options, by grant, are greater than the actual stock price as of the end            of the period, those common share equivalents will be excluded from the calculation of            diluted earnings per share. There were approximately 139,000 and 183,000 common share            equivalents for the three months ended March 28, 2008 and March 30, 2007, respectively.            There were approximately 184,000 stock options outstanding as of March 28, 2008 and            approximately 290,000 as of March 30, 2007. We had unvested restricted shares            outstanding of approximately 195,000 and 227,000 as of March 28, 2008 and March 20,            2007, respectively.

12

----

**Technitrol,            Inc. and Subsidiaries            Notes to Unaudited Consolidated Financial Statements,** continued

|   |                                                       |
|--------|------------------------------------------------------------|
| (8)    |  Earnings                        per share, continued |

Earnings per share calculations            are as follows (*in thousands, except per share amounts*):

|                                               |   |   |   |   |                                                         |   |                                                         |   |   |   |
|----------------------------------------------------|--------|--------|--------|--------|--------------------------------------------------------------|--------|--------------------------------------------------------------|--------|--------|--------|
|                                               |   |   |   |   | Three                        Months Ended                    |   |
|                                               |   |   |   |   | March                        28,                        2008 |   | March                        30,                        2007 |   |
|                                               |   |   |   |   |                                                              |   |                                                              |   |
| Net                        earnings                |   |   |   |   | $                                                            | 14,737 |                                                         | $      | 4,711  |   |
|                                               |   |   |   |   |                                                         |   |                                                         |   |   |   |
| Basic earnings per                        share:   |   |   |   |   |                                                         |   |                                                         |   |   |   |
| Shares                                             |   |   |   |   |                                                         | 40,697 |                                                         |   | 40,537 |   |
| Per share                        amount            |   |   |   |   | $                                                            | 0.36   |                                                         | $      | 0.12   |   |
|                                               |   |   |   |   |                                                              |        |                                                         |        |        |   |
|                                               |   |   |   |   |                                                         |   |                                                         |   |   |   |
| Diluted earnings per                        share: |   |   |   |   |                                                         |   |                                                         |   |   |   |
| Shares                                             |   |   |   |   |                                                         | 40,836 |                                                         |   | 40,720 |   |
| Per share                        amount            |   |   |   |   | $                                                            | 0.36   |                                                         | $      | 0.12   |   |
|                                               |   |   |   |   |                                                              |        |                                                         |        |        |   |

|   |                                                                |
|--------|---------------------------------------------------------------------|
| (9)    |  Severance                        and asset impairment expense |

          In            the three months ended March 28, 2008, we accrued $2.0 million for a number of cost            reduction actions at Electronics. These include severance and related payments related            to the termination of manufacturing and support personnel and costs resulting from the            transfer of manufacturing operations from Europe to Asia. The majority of these            accruals will be paid by December 26, 2008.

          Our            severance and asset impairment charges are summarized on a year-to-date basis for 2008            as follows (*in millions*):

|                                                                        |   |       |   |        |   |   |   |   |   |   |
|-----------------------------------------------------------------------------|--------|------------|--------|-------------|--------|--------|--------|--------|--------|--------|
|                                                                        |   | Electrical |   | Electronics |   | Total  |   |
|                                                                        |   |            |   |             |   |        |   |
| Balance accrued at                        December 28, 2007                 |   | $          | 0.1    |        | $      | 10.8   |   | $      | 10.9   |   |
| Accrued during the                        three months ended March 28, 2008 |   |       | 0.0    |        |   | 2.0    |   |   | 2.0    |   |
| Severance and other                        cash payments                    |   |       | (0.1   | )           |   | (3.5   | )      |   | (3.6   | )      |
| Non-cash                        charges                                     |   |       | 0.0    |        |   | 0.6    |   |   | 0.6    |   |
| Estimated acquisition                        accruals                       |   |       | 0.0    |        |   | 11.3   |   |   | 11.3   |   |
|                                                                        |   |            |        |        |        |        |   |        |        |   |
| Balance accrued at                        March 28, 2008                    |   | $          | 0.0    |        | $      | 21.2   |   | $      | 21.2   |   |
|                                                                        |   |            |        |        |        |        |   |        |        |   |

|   |       |
|--------|------------|
| (10)   |  Debt |

          We            entered into a credit agreement on February 28, 2008 providing for a $200.0 million            senior term loan facility and a $300.0 million senior revolving credit facility. The            senior revolving credit facility consists of an aggregate U.S. dollar-equivalent            revolving line of credit in the principal amount of up to $300.0 million, and provides            for borrowings in U.S. dollars, euros and yen, including individual sub-limits            of:

|   |    |                                                                                                                                                                                                                                |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | – | a                        multicurrency facility providing for the issuance of letters of credit in                        an aggregate amount not to exceed the U.S. dollar equivalent of $25.0                        million; and |
|   | – | a Singapore                        sub-facility not to exceed the U.S. dollar equivalent of $50.0                        million.                                                                                                   |

          The            credit agreement permits us to request one or more increases in the total commitment            not to exceed $100.0 million, provided the minimum increase is $25.0 million, subject            to bank approval.

13

----

**Technitrol,            Inc. and Subsidiaries            Notes to Unaudited Consolidated Financial Statements,** continued

|   |                                         |
|--------|----------------------------------------------|
| (10)   |  Debt,                        continued |

          The            total amount outstanding under the revolving credit facility may not exceed $300.0            million, provided we do not request an increase in total commitment as noted            above.

          Outstanding            borrowings are subject to two financial covenants, which are both computed on a rolling            twelve-month basis as of the most recent quarter-end. The first is maximum debt            outstanding amounting to three and one-half times our earnings before interest, taxes,            depreciation and amortization (EBITDA), as defined by the credit agreement. In each of            the next two proceeding years, our maximum debt outstanding limit will decrease by one            quarter percent times EBITDA, with the final covenant being three times EBITDA. The            second financial covenant is maximum fixed charges, including principal payments of            debt, accrued interest expense and income tax payments, amounting to one and one-half            times our EBITDA, as defined by the credit agreement. In 2012, our maximum fixed            charges requirement will decrease by one quarter percent amounting to one and            one-quarter percent times EBITDA. The credit agreement also contains covenants            specifying capital expenditure limitations and other customary and normal provisions.            We are in compliance with these covenants as of March 28, 2008.

          We            pay a commitment fee on the unborrowed portion of the commitment, which ranges from            0.20% to 0.30% of the total commitment, depending on our debt-to-EBITDA ratio. The            interest rate for each currency’s borrowing will be a combination of the base            rate for that currency plus a credit margin spread. The base rate is different for each            currency. The credit margin spread is the same for each currency and is 0.875% to            1.50%, depending on our debt-to-EBITDA ratio, as defined in the credit agreement. The            weighted-average interest rate, including the credit margin spread, was 4.37% as of            March 28, 2008. Multiple subsidiaries, both domestic and international, have guaranteed            the obligations incurred under the credit facility.

          As            of March 28, 2008, we had outstanding borrowings of $200.0 million under the senior            term loan facility and $156.0 million under the five-year revolving credit agreement,            primarily to fund the Sonion acquisition in February 2008. Our total credit available            under the credit agreement, including standby letters of credit, was approximately            $142.5 million at March 28, 2008.

          We            had five standby letters of credit outstanding at March 28, 2008 in the aggregate            amount of $1.5 million securing transactions entered into in the ordinary course of            business.

          We            also have an unsecured term loan agreement in Germany for the borrowing of            approximately 5.1 million euros outstanding which is due in August 2009.

|   |                                                      |
|--------|-----------------------------------------------------------|
| (11)   |  Business                        segment information |

          For            the three months ended March 28, 2008 and March 30, 2007, there were immaterial amounts            of intersegment revenues eliminated in consolidation. Electronics’ acquisition of            Sonion was the only material change in segment assets and was also the only material            change in the basis for determining segment financial information from December 28,            2007 to March 28, 2008. Specific segment data are as follows *(in            thousands)*:

|                              |   |                                                         |    |                                                         |   |    |   |
|-----------------------------------|--------|--------------------------------------------------------------|---------|--------------------------------------------------------------|--------|---------|--------|
|                              |   | Three                        Months Ended                    |    |
|                              |   | March                        28,                        2008 |    | March                        30,                        2007 |   |
|                              |   |                                                              |    |                                                              |   |
| Net                        sales: |   |                                                         |    |                                                         |   |    |   |
| Electronics                       |   | $                                                            | 170,870 |                                                         | $      | 163,961 |   |
| Electrical                        |   |                                                         | 103,988 |                                                         |   | 90,471  |   |
|                              |   |                                                              |         |                                                         |        |         |   |
| Total                             |   | $                                                            | 274,858 |                                                         | $      | 254,432 |   |
|                              |   |                                                              |         |                                                         |        |         |   |
|                              |

14

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**Technitrol,            Inc. and Subsidiaries            Notes to Unaudited Consolidated Financial Statements,** continued

|   |                                                                 |
|--------|----------------------------------------------------------------------|
| (11)   |  Business                        segment information, continued |

|                                                                       |   |                                                         |   |                                                         |   |   |   |
|----------------------------------------------------------------------------|--------|--------------------------------------------------------------|--------|--------------------------------------------------------------|--------|--------|--------|
|                                                                       |   | Three                        Months Ended                    |   |
|                                                                       |   | March                        28,                        2008 |   | March                        30,                        2007 |   |
|                                                                       |   |                                                              |   |                                                              |   |
| Earnings before                        income taxes and minority interest: |   |                                                         |   |                                                         |   |   |   |
| Electronics                                                                |   | $                                                            | 7,555  |                                                         | $      | 3,100  |   |
| Electrical                                                                 |   |                                                         | 5,810  |                                                         |   | 4,991  |   |
|                                                                       |   |                                                              |        |                                                         |        |        |   |
| Operating                        profit                                    |   |                                                         | 13,365 |                                                         |   | 8,091  |   |
| Other expense,                        net                                  |   |                                                         | 1,824  |                                                         |   | (1,001 | )      |
|                                                                       |   |                                                              |        |                                                         |        |        |   |
| Earnings before                        income taxes and minority interest  |   | $                                                            | 15,189 |                                                         | $      | 7,090  |   |
|                                                                       |   |                                                              |        |                                                         |        |        |   |

15

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|                               |                                                                                                                                          |
|------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| **Item                        2:** | **Management’s                        Discussion and Analysis of Financial Condition and Results of                        Operations** |

**Introduction**

          This            discussion and analysis of our financial condition and results of operations as well as            other sections of this report contain certain “forward-looking statements”            within the meaning of the Private Securities Litigation Reform Act of 1995 and involve            a number of risks and uncertainties. Actual results may differ materially from those            anticipated in these forward-looking statements for many reasons, including the risks            faced by us described in “Risk Factors” section of this report on page 26            through 33.

**Critical            Accounting Policies**

          The            preparation of financial statements and related disclosures in conformity with U.S.            generally accepted accounting principles requires us to make judgments, assumptions and            estimates that affect the amounts reported in the consolidated financial statements and            accompanying notes. Note 1 to the consolidated financial statements in our Annual            Report on Form 10-K for the period ended December 28, 2007 describes the significant            accounting policies and methods used in the preparation of the consolidated financial            statements. Actual results could differ from these estimates.

          The            following critical accounting policies are impacted significantly by judgments,            assumptions and estimates and were used in the preparation of the consolidated            financial statements:

|   |   |                                                                 |
|--------|--------|----------------------------------------------------------------------|
|   | • | Inventory                        valuation;                          |
|   |   |                                                                 |
|   | • | Impairment of goodwill                        and other intangibles; |
|   |   |                                                                 |
|   | • | Defined benefit                        plans;                        |
|   |   |                                                                 |
|   | • | Severance and asset                        impairment expense;       |
|   |   |                                                                 |
|   | • | Income taxes;                        and                             |
|   |   |                                                                 |
|   | • | Contingency                        accruals.                         |

          Please            see information concerning our critical accounting policies in Item 7 –            Management’s Discussion and Analysis of Financial Condition and Results of            Operations in our Annual Report on Form 10-K for the period ended December 28,            2007.

**Overview**

          We            are a global producer of precision-engineered electronic components and modules and            electrical contact products and materials. We believe we are a leading global producer            of these products and materials in the primary markets we serve based on our estimates            of the size of our primary markets in annual revenues and our share of those markets            relative to our competitors.

          We            operate our business in two segments:

|   |   |                                                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | our                        Electronic Components Group (“Electronics”) which is known in                        its markets as Pulse, and       |
|   |   |                                                                                                                                                        |
|   | • | our                        Electrical Contact Products Group (“Electrical”) which is known                        in its markets as AMI Doduco. |

*          General*.            We define net sales as gross sales less returns and allowances. We sometimes refer to            net sales as revenue.

          Historically,            the gross margin at Electronics has been significantly higher than at Electrical. As a            result, the mix of net sales generated by Electronics and Electrical during a period            affects our consolidated

16

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gross margin.            Our gross margin is also affected by our acquisitions, product mix within each segment            and capacity utilization, particularly in higher fixed-cost operations in Electrical            and certain divisions of Electronics’ wireless, medical technology and power            groups. Gross margin in Electrical is also affected by prices of precious and            non-precious metals, which are passed through to customers at varying margins.            Electronics’ markets are characterized by relatively short product life cycles            compared to those of our Electrical segment. As a result, significant product turnover            occurs each year in Electronics. Electrical has a relatively long-lived and mature            product line, with less turnover, and with less frequent variation in the prices of            products sold, relative to Electronics. Many of Electrical’s products are sold            under annual (or longer) purchase contracts. Therefore, Electrical’s revenues            historically have not been subject to significant price fluctuations. However, changes            in unit volume and unit prices will affect our net sales and gross margin from period            to period. Additionally, due to the constantly changing amount of part numbers we offer            and frequent changes in our average selling prices, we cannot quantify the impact of            changes in unit volume and unit prices on our net sales and gross margin in any given            period. Changes in foreign exchange rates, especially the U.S. dollar to the euro, the            U.S. dollar to the Chinese renminbi and the U.S. dollar to the Danish krone, also            affect U.S. dollar reported sales.

          We            believe our focus on acquisitions, technology and cost reduction programs provide us            opportunities for future growth in net sales and operating profit. However, unfavorable            economic and market conditions may result in a reduction in demand for our products,            thus negatively impacting our financial performance.

*          Acquisitions*.            Acquisitions have been an important part of our growth strategy. In many cases, our            move into new product lines and extensions of our existing product lines or markets            have been facilitated by acquisitions. Our acquisitions continually change the mix of            our net sales. We have made numerous acquisitions in recent years which have increased            our penetration into our primary markets and expanded our presence in new markets.            Sonion was acquired in February 2008 for $421.1 million, which included $243.3 million,            net of cash acquired of $6.6 million, with an additional $177.8 million of acquired            debt being repaid concurrent with the acquisition. Sonion was headquartered in            Roskilde, Denmark and produces microacoustic transducers and micromechanical components            used in hearing instruments, acoustic devices, medical devices and mobile communication            devices. We purchased the assets of Larsen in December 2006. Larsen was headquartered            in Vancouver, Washington and manufactured advanced antenna systems for non-cellular            wireless and automotive applications. We plan to continue pursuing acquisition            opportunities in the future.

*          Technology*.            Our products must change along with changes in technology, design, and preferences of            consumers and other end users of our products, as well as changes in regulatory            requirements. We address this need by continuing to invest in new product development            and by maintaining a diverse product portfolio which contains both mature and emerging            technologies in order to meet customer demands.

*          Management            Focus*. Our executives focus on a number of important factors in evaluating our            financial condition and operational performance. For example, we use economic profit,            revenue growth, gross profit as a percentage of revenue, and operating profit as a            percent of revenue. We define economic profit as after-tax operating profit less our            cost of capital. Operating leverage or incremental operating profit as a percentage of            incremental sales is also reviewed, as this is believed to reflect the benefit of            absorbing fixed overhead and operating expenses. In evaluating working capital            management, liquidity and cash flow, our executives also use performance measures such            as days sales outstanding, days payable outstanding, inventory turnover, cash            conversion efficiency and free cash flow. Additionally, as the continued success of our            business is largely dependent on meeting and exceeding our customers’            expectations, non-financial performance measures relating to on-time delivery and            quality assist our management in monitoring customer satisfaction on an on-going            basis.

*          Cost            Reduction Programs*. As a result of our focus on both economic and operating profit,            we continue to aggressively size both segments so that costs are optimally matched to            current and anticipated future revenues and unit demand. The amounts of additional            charges will depend on specific actions taken.

17

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The actions            taken over the past several years such as plant closures, plant relocations, asset            impairments and reduction in personnel at the affected locations have resulted in the            elimination of a variety of costs. The majority of these eliminated costs represent the            annual salaries and benefits of terminated employees, including both those directly            related to manufacturing and those providing selling, general and administrative            services. The eliminated costs also include depreciation savings from disposed            equipment, rental payments from the termination of lease agreements and amortization            savings from the impairment of identifiable intangible assets. We have also reduced            overhead costs as a result of relocating factories to lower-cost locations.

          In            the three months ended March 28, 2008, we accrued $2.0 million for a number of cost            reduction actions at Electronics. These include severance and related payments related            to the termination of manufacturing and support personnel and costs resulting from the            transfer of manufacturing operations from Europe to Asia. The majority of these            accruals will be paid by December 26, 2008.

          In            the year ended December 28, 2007, we accrued $18.0 million for cost reduction actions            primarily at Electronics. These include severance and related payments of $12.5 million            related to the termination of manufacturing and support personnel and $5.5 million to            write down the value of certain fixed assets to their disposal value.

*          International            Operations*. As of March 28, 2008, we had manufacturing operations in nine countries            and had significant net sales in U.S. dollar, euro, Danish krone and Chinese renminbi.            A majority of our sales in recent years has been outside of the United States. Changing            exchange rates often impact our financial results and our period-over-period            comparisons. This is particularly true of movements in the exchange rate between the            U.S. dollar and the renminbi, the U.S. dollar and the euro and the U.S. dollar and the            krone. Sales and net earnings denominated in currencies other than the U.S. dollar may            result in higher or lower dollar sales and net earnings upon translation for our U.S.            consolidated financial statements. Electrical’s European operations are            denominated primarily in euro. Electronics’ wireless, medical technology and            certain divisions of the power group sales are denominated primarily in euro, renminbi            and krone. Additionally, we may also experience a positive or negative translation            adjustment to equity because our investments in our non-U.S. dollar-functional            subsidiaries may be worth more or less in U.S. dollars after translation for our U.S.            consolidated financial statements. Foreign currency gains or losses may also be            incurred when non-functional currency-denominated transactions are remeasured to an            operation’s functional currency for financial reporting purposes. If a higher            percentage of our transactions are denominated in non-U.S. currencies, increased            exposure to currency fluctuations may result.

          In            order to reduce our exposure to currency fluctuations, we may purchase currency            exchange forward contracts and/or currency options. These contracts guarantee a            predetermined range of exchange rates at the time the contract is purchased. This            allows us to shift the majority of the risk of currency fluctuations from the date of            the contract to a third party for a fee. In determining the use of forward exchange            contracts and currency options, we consider the amount of sales, purchases and net            assets or liabilities denominated in local currencies, the type of currency, and the            costs associated with the contracts. During the first quarter of 2008, we utilized two            forward contracts in order to hedge our purchase price and related debt of Sonion. As            of March 28, 2008, each of these forward contracts were settled, resulting in a net            $6.0 million foreign exchange gain.

*          Precious            Metals*. Our Electrical segment uses silver and other precious metals in            manufacturing some of its electrical contacts, contact materials and contact            subassemblies. Historically, we have leased or held these materials through            consignment-type arrangements with our suppliers. Leasing and consignment costs have            typically been lower than the costs to borrow funds to purchase the metals and, more            importantly, these arrangements eliminate the effects of fluctuations in the market            price of owned precious metal and enable us to minimize our inventories.            Electrical’s terms of sale generally allow us to charge customers for precious            metal content based on the market value of precious metal on the day after shipment to            the customer. Our suppliers invoice us based on the market value of the precious metal            on the day after shipment to the customer as well. Thus far, we have been successful in            managing the costs associated with

18

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our precious            metals. While limited amounts are purchased for use in production, the majority of our            precious metal inventory continues to be leased or held on consignment. If our            leasing/consignment fees increase significantly in a short period of time, and we are            unable to recover these increased costs through higher sale prices, a negative impact            on our results of operations and liquidity may result. Leasing/consignment fee            increases are primarily caused by increases in interest rates or volatility in the            price of the consigned material.

*          Income            Taxes*. Our effective income tax rate is affected by the proportion of our income            earned in high-tax jurisdictions such as those among many countries in Europe and the            U.S. and income earned in low-tax jurisdictions, such as Hong Kong, the PRC, Tunisia            and Vietnam. This mix of income can vary significantly from one period to another.            Additionally, the deductibility of severance, asset impairment charges and other            expenses will affect the effective income tax rate from period to period. We have            benefited over the years from favorable tax incentives and other tax policies, however,            there is no guarantee as to how long these benefits will continue to exist. Also,            changes in operations, changes in tax legislation and changes in tax estimates,            judgments and forecasts may also affect our tax rate from period to period.

          Except            in limited circumstances, we have not provided for U.S. federal income and foreign            withholding taxes on our non-U.S. subsidiaries’ undistributed earnings as per            Accounting Principles Board (“APB”) Opinion No. 23, *Accounting for            Income Taxes – Special Areas* (“APB 23”). Such earnings may            include pre-acquisition earnings of foreign entities acquired through stock purchases,            and, with the exception of approximately $40.0 million, are intended to be reinvested            outside of the U.S. indefinitely.

**Results of            Operations**

                      **Three months ended March 28, 2008 compared to the three months ended March 30,            2007**

          The            table below shows our results of operations and the absolute and percentage change in            those results from period to period (*in thousands*):

|                                                                    |   |                                      |    |                             |   |    |   |   |    |                                             |   |    |   |   |   |   |   |   |   |
|-------------------------------------------------------------------------|--------|-------------------------------------------|---------|----------------------------------|--------|---------|--------|--------|---------|--------------------------------------------------|--------|---------|--------|--------|--------|--------|--------|--------|--------|
|                                                                    |   | Three                        Months Ended |    |                             |   |    |   |   |    | Results as %                        of Net Sales |   |
|                                                                    |   | March                        28,          |    | March                        30, |   | Change  |   | Change |    |                                             |
|                                                                    |   | 2008                                      |    | 2007                             |   | $       |   | %      |    | 2008                                             |   | 2007    |   |
|                                                                    |   |                                           |    |                                  |   |         |   |        |    |                                                  |   |         |   |
|                                                                    |
| Net sales                                                               |   | $                                         | 274,858 |                             | $      | 254,432 |   | $      | 20,426  |                                             |   | 8.0     | %      |   | 100.0  | %      |   | 100.0  | %      |
| Cost of                        sales                                    |   |                                      | 218,716 |                             |   | 199,690 |   |   | (19,026 | )                                                |   | (9.5    | )      |   | (79.6  | )      |   | (78.5  | )      |
|                                                                    |   |                                           |         |                             |        |         |   |        |         |                                             |   |    |   |        |        |   |        |        |   |
|                                                                    |   |                                      |    |                             |   |    |   |   |    |                                             |   |    |   |   |   |   |   |   |   |
| Gross profit                                                            |   |                                      | 56,142  |                             |   | 54,742  |   |   | 1,400   |                                             |   | 2.6     |   |   | 20.4   |   |   | 21.5   |   |
|                                                                    |   |                                      |    |                             |   |    |   |   |    |                                             |   |    |   |   |   |   |   |   |   |
| Selling, general and                        administrative expenses     |   |                                      | 40,812  |                             |   | 36,736  |   |   | (4,076  | )                                                |   | (11.1   | )      |   | (14.8  | )      |   | (14.4  | )      |
| Severance and asset                        impairment expense           |   |                                      | 1,965   |                             |   | 9,915   |   |   | 7,950   |                                             |   | 80.2    |   |   | (0.7   | )      |   | (3.9   | )      |
|                                                                    |   |                                           |         |                             |        |         |   |        |         |                                             |   |    |   |        |        |   |        |        |   |
|                                                                    |   |                                      |    |                             |   |    |   |   |    |                                             |   |    |   |   |   |   |   |   |   |
| Operating                        profit                                 |   |                                      | 13,365  |                             |   | 8,091   |   |   | 5,274   |                                             |   | 65.2    |   |   | 4.9    |   |   | 3.2    |   |
|                                                                    |   |                                      |    |                             |   |    |   |   |    |                                             |   |    |   |   |   |   |   |   |   |
| Interest expense,                        net                            |   |                                      | (2,086  | )                                |   | (1,252  | )      |   | (834    | )                                                |   | (66.6   | )      |   | (0.8   | )      |   | (0.5   | )      |
| Other income,                        net                                |   |                                      | 3,910   |                             |   | 251     |   |   | 3,659   |                                             |   | 1,457.8 |   |   | 1.4    |   |   | 0.1    |   |
|                                                                    |   |                                           |         |                             |        |         |   |        |         |                                             |   |    |   |        |        |   |        |        |   |
|                                                                    |   |                                      |    |                             |   |    |   |   |    |                                             |   |    |   |   |   |   |   |   |   |
| Earnings before income                        tax and minority interest |   |                                      | 15,189  |                             |   | 7,090   |   |   | 8,099   |                                             |   | 114.2   |   |   | 5.5    |   |   | 2.8    |   |
|                                                                    |   |                                      |    |                             |   |    |   |   |    |                                             |   |    |   |   |   |   |   |   |   |
| Income taxes                                                            |   |                                      | 371     |                             |   | 2,189   |   |   | 1,818   |                                             |   | 83.1    |   |   | (0.1   | )      |   | (0.9   | )      |
| Minority interest                        expense                        |   |                                      | 81      |                             |   | 190     |   |   | 109     |                                             |   | 57.4    |   |   | 0.0    |   |   | 0.0    |   |
|                                                                    |   |                                           |         |                             |        |         |   |        |         |                                             |   |    |   |        |        |   |        |        |   |
|                                                                    |
| Net earnings                                                            |   | $                                         | 14,737  |                             | $      | 4,711   |   | $      | 10,026  |                                             |   | 212.8   | %      |   | 5.4    | %      |   | 1.9    | %      |
|                                                                    |   |                                           |         |                             |        |         |   |        |         |                                             |   |    |   |        |        |   |        |        |   |

19

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*          Net            Sales*. Our consolidated net sales have increased primarily as a result of the            inclusion of one month of net sales from the Sonion acquisition, higher euro-to-U.S.            dollar exchange rates and higher pass-through costs for silver and other metals at            Electrical. These increases were partially offset by a decline in demand for certain            wireless and wireline communications products sold by Electronics, as well as a            temporary capacity constraint related to employee retention difficulties due to the            Chinese new year and the effects bad weather at Electronics’ manufacturing            operations in China.

The following            table shows our net sales by segment (*in thousands*):

|        |   |                                                         |    |                                                         |   |                            |   |                            |               |   |   |   |   |
|-------------|--------|--------------------------------------------------------------|---------|--------------------------------------------------------------|--------|---------------------------------|--------|---------------------------------|--------------------|--------|--------|--------|--------|
|        |   | Three                        Months Ended                    |    |                                                         |   |                            |   |
|        |   | March                        28,                        2008 |    | March                        30,                        2007 |   | Change                        $ |   | Change                        % |               |
|        |   |                                                              |    |                                                              |   |                                 |   |                                 |               |
|        |
| Electronics |   | $                                                            | 170,870 |                                                         | $      | 163,961                         |   | $                               | 6,909              |   |   | 4.2    | %      |
| Electrical  |   |                                                         | 103,988 |                                                         |   | 90,471                          |   |                            | 13,517             |   |   | 14.9   | %      |
|        |   |                                                              |         |                                                         |        |                                 |   |                                 |                    |   |   |   |   |
| Total       |   | $                                                            | 274,858 |                                                         | $      | 254,432                         |   | $                               |   20,426 |   |   | 8.0    | %      |
|        |   |                                                              |         |                                                         |        |                                 |   |                                 |                    |   |   |   |   |

*          Cost            of Sales*. As a result of higher sales, our cost of sales increased. Our            consolidated gross margin for the three months ended March 28, 2008 was 20.4% compared            to 21.5% for the three months ended March 30, 2007. The primary factors that caused our            consolidated gross margin decrease was a decrease in factory utilization and efficiency            at Electrical’s North American operations, a decline in operating leverage as a            result of decreased sales of Electronics’ wireless communications products,            increased training and other personnel costs to resolve capacity issues and the impact            of a fair value adjustment on the inventory acquired in the Sonion            acquisition.

*          Selling,            General and Administrative Expenses*. Total selling, general and administrative            expenses increased primarily due to the inclusion of one month of Sonion            expenses.

          Research,            development and engineering expenses are included in selling, general and            administrative expenses. We refer to research, development and engineering expenses as            RD&E. For the three months ended March 28, 2008 and March 30, 2007, respectively,            RD&E by segment was as follows (*in thousands*):

|                                               |   |   |   |   |   |   |   |
|----------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|
|                                               |   | 2008   |   | 2007   |   |
|                                               |   |        |   |        |   |
| Electronics                                        |   | $      | 10,581 |   | $      | 9,220  |   |
| Percentage of segment                        sales |   |   | 6.2    | %      |   | 5.6    | %      |

|                                               |   |   |   |   |   |   |   |
|----------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|
|                                               |   | 2008   |   | 2007   |   |
|                                               |   |        |   |        |   |
| Electrical                                         |   | $      | 1,614  |   | $      | 1,384  |   |
| Percentage of segment                        sales |   |   | 1.6    | %      |   | 1.5    | %      |
|                                               |   |   |   |   |   |   |   |

          The            increase in research, development and engineering expenses is primarily due to the            inclusion of one month of Sonion expenses. Excluding Sonion, RD&E expenses as a            percent of Electronics’ sales increased as a result of incurring a consistent            level of spending as compared to the 2007 period, despite a sales decline. We believe            that future sales in the electronic components markets will be driven by            next-generation products. As a result, design and development activities with our OEM            customers continue at an aggressive pace.

*          Severance            and Asset Impairment Expense*. We recorded approximately $2.0 million of primarily            severance and transfer expenses during the three months ended March 28, 2008, mainly in            connection with our previously announced plan to transfer production operations from            Electronics’ German and Tunisian operations to China.

*          Interest*.            Net interest charges increased as a result of higher average debt balances during the            three months ended March 28, 2008 as compared to the same period of 2007, resulting            from the additional borrowings and uses of cash primarily related to the Sonion            acquisition. Silver leasing fees, which are included in net interest expense, were            slightly above the comparable period in 2007.

20

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*          Other*.            The increase in other income is primarily attributable to higher net foreign exchange            gains of approximately $3.8 million realized during the three months ended March 28,            2008, as compared to foreign exchange gains of approximately $0.1 million realized            during the three months ended March 30, 2007. The increase in foreign exchange gains            was due to the settlement of two foreign exchange forward contracts related to the            acquisition of Sonion, which was partially offset by the effects of the overall            strengthening of primarily the euro to U.S. dollar exchange rate in 2008 as compared to            2007.

*          Income            Taxes*. The effective income tax rate for the three months ended March 28, 2008 was            2.4% compared to 30.9% for the three months ended March 30, 2007. The decrease in the            effective tax rate is primarily a result of the usage of tax losses in certain            jurisdictions, a release of tax reserves and a higher proportion of net earnings being            recognized in lower tax jurisdictions in 2008 as compared to the same period of            2007.

*          Minority            Interest.* The decrease in minority interest expense was due to a reduction in net            earnings at FRE in 2008.

**Liquidity and            Capital Resources**

          Working            capital as of March 28, 2008 was $218.3 million, compared to $231.8 million as of            December 28, 2007. This $13.5 million of decrease was primarily due to increases in            accounts payable and accrued expenses and a decrease in cash and cash equivalents,            which were partially offset by changes in trade receivables, prepaid expenses and            inventories. Cash and cash equivalents, which are included in working capital,            decreased from $116.3 million as of December 28, 2007 to $54.4 million as of March 28,            2008, primarily related to cash payments for the Sonion acquisition. Our working            capital was also affected by the acquisition of Sonion in February 2008 as a result of            combining Sonion’s working capital with our existing working capital at the date            of acquisition.

          We            present our statement of cash flows using the indirect method as permitted under            Financial Accounting Standards Board Statement No. 95, *Statement of Cash Flows*.            Our management has found that investors and analysts typically refer to changes in            accounts receivable, inventory, and other components of working capital when analyzing            operating cash flows. Also, changes in working capital are more directly related to the            way we manage our business for cash flow than are items such as cash receipts from the            sale of goods, as would appear using the direct method.

          Net            cash provided by operating activities was $15.8 million for the three months ended            March 28, 2008 as compared to $13.3 million in the comparable period of 2007,            an increase of $2.5 million. The increase is a result of higher net earnings,            including the impact of a foreign exchange contract settlement, which were partially            offset by the effects of increased inventory and prepaid expenses and lower account            payables and accrued expenses.

          Capital            expenditures were $5.3 million during the three months ended March 28, 2008 and $4.5            million in the comparable period of 2007. The increase of $0.8 million in the 2008            period compared to 2007 was due primarily to higher expenditures at Electronics,            primarily related to the inclusion of one month of the capital expenditures of Sonion.            We make capital expenditures to expand production capacity and to improve our operating            efficiency. We plan to continue making such expenditures in the future as and when            necessary.

          We            used $3.6 million for dividend payments during the three months ended March 28, 2008.            On January 25, 2008 we announced a quarterly cash dividend of $0.0875 per common share,            payable on April 18, 2008 to shareholders of record on April 4, 2008. This quarterly            dividend will result in a cash payment to shareholders of approximately $3.6 million in            the second quarter of 2008. We expect to continue making quarterly dividend payments            for the foreseeable future.

21

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                      We entered into a credit            agreement on February 28, 2008 providing for a $200.0 million senior term loan facility            and a $300.0 million senior revolving credit facility. The senior revolving credit            facility consists of an aggregate U.S. dollar-equivalent revolving line of            credit in the principal amount of up to $300.0 million, and provides for borrowings in            U.S. dollars, euros and yen, including individual sub-limits of:

|   |    |                                                                                                                                                                                                                                |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | – | a                        multicurrency facility providing for the issuance of letters of credit in                        an aggregate amount not to exceed the U.S. dollar equivalent of $25.0                        million; and |
|   | – | a                        Singapore sub-facility not to exceed the U.S. dollar equivalent of $50.0                        million.                                                                                                   |

          The            credit agreement permits us to request one or more increases in the total commitment            not to exceed $100.0 million, provided the minimum increase is $25.0 million, subject            to bank approval.

          The            total amount outstanding under the revolving credit facility may not exceed $300.0            million, provided we do not request an increase in total commitment as noted            above.

          Outstanding            borrowings are subject to two financial covenants, which are both computed on a rolling            twelve-month basis as of the most recent quarter-end. The first is maximum debt            outstanding amounting to three and one-half times our earnings before interest, taxes,            depreciation and amortization (EBITDA), as defined by the credit agreement. In each of            the next two proceeding years, our maximum debt outstanding limit will decrease by one            quarter percent times EBITDA, with the final covenant being three times EBITDA. The            second financial covenant is maximum fixed charges, including principal payments of            debt, accrued interest expense and income tax payments, amounting to one and one-half            times our EBITDA, as defined by the credit agreement. In 2012, our maximum fixed            charges requirement will decrease by one quarter percent amounting to one and            one-quarter percent times EBITDA. The credit agreement also contains covenants            specifying capital expenditure limitations and other customary and normal provisions.            We are in compliance with these covenants as of March 28, 2008.

          We            pay a commitment fee on the unborrowed portion of the commitment, which ranges from            0.20% to 0.30% of the total commitment, depending on our debt-to-EBITDA ratio. The            interest rate for each currency’s borrowing will be a combination of the base            rate for that currency plus a credit margin spread. The base rate is different for each            currency. The credit margin spread is the same for each currency and is 0.875% to            1.50%, depending on our debt-to-EBITDA ratio, as defined in the credit agreement. The            weighted-average interest rate, including the credit margin spread, was 4.37% as of            March 28, 2008. Multiple subsidiaries, both domestic and international, have guaranteed            the obligations incurred under the credit facility.

          As            of March 28, 2008, we had outstanding borrowings of $200.0 million under the senior            term loan facility and $156.0 million under the five-year revolving credit agreement,            primarily to fund the Sonion acquisition in February 2008. Our total credit available            under the credit agreement, including standby letters of credit, was approximately            $142.5 million at March 28, 2008.

          We            had five standby letters of credit outstanding at March 28, 2008 in the aggregate            amount of $1.5 million securing transactions entered into in the ordinary course of            business.

          We            also have an unsecured term loan agreement in Germany for the borrowing of            approximately 5.1 million euros outstanding which is due in August 2009.

          We            had commercial commitments outstanding at March 28, 2008 of approximately $209.7            million due under precious metal consignment-type leases. This represents an increase            of $23.8 million from the $185.9 million outstanding as of December 28, 2007 and is            attributable to higher average silver prices during 2008.

22

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          The            only material change in our contractual obligations from the year ended December 28,            2007 through March 28, 2008 was the addition of the debt and related interest payments            related to our new credit agreement as described above and the repayment of outstanding            debt related to our former credit agreement.

          We            believe that the combination of cash on hand, cash generated by operations and, if            necessary, borrowings under our credit agreement will be sufficient to satisfy our            operating cash requirements in the foreseeable future. In addition, we may use            internally generated funds or obtain borrowings or additional equity offerings for            acquisitions of suitable businesses or assets. We have not experienced any significant            liquidity restrictions in any country in which we operate and none are foreseen.            However, foreign exchange ceilings imposed by local governments and the sometimes            lengthy approval processes which foreign governments require for international cash            transfers may delay our internal cash movements from time to time. We expect to            reinvest these earnings outside of the United States because we anticipate that a            significant portion of our opportunities for growth in the coming years will be abroad.            We have not accrued U.S. income and foreign withholding taxes on foreign earnings that            have been indefinitely invested abroad. If these earnings were brought back to the            United States, significant tax liabilities could be incurred in the United States as            several countries in which we operate have tax rates significantly lower than the U.S.            statutory rate.

          All            retained earnings are free from legal or contractual restrictions as of March 28, 2008,            with the exception of approximately $25.1 million of retained earnings primarily in the            PRC, that are restricted in accordance with Section 58 of the PRC Foreign Investment            Enterprises Law. Included in the $25.1 million is $4.9 million of retained earnings of            FRE, a majority owned subsidiary. The amount restricted in accordance with the PRC            Foreign Investment Enterprise Law is applicable to all foreign investment enterprises            doing business in the PRC. The restriction applies to 10% of our net earnings in the            PRC, limited to 50% of the total capital invested in the PRC.

**New and            Recently Adopted Accounting Pronouncements**

          Please            see Note 1 to the Notes to Unaudited Consolidated Financial Statements for a            description of new and recently adopted accounting pronouncements.

**Item 3:            Quantitative and Qualitative Disclosures about Market Risk**

          There            were no material changes in market risk exposures that affect the quantitative and            qualitative disclosures presented in our Form 10-K for the year ended December 28,            2007.

**Item 4:            Controls and Procedures**

          An            evaluation was performed under the supervision and with the participation of our Chief            Executive Officer and Chief Financial Officer, of the effectiveness of the design and            operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the            Exchange Act of 1934 as of March 28, 2008. Based upon that evaluation, the Chief            Executive Officer and Chief Financial Officer have concluded that the disclosure            controls and procedures are effective to ensure that information required to be            disclosed by us in the reports that we file or submit is recorded, processed,            summarized and reported, as specified in the Commission’s rules and forms.            Disclosure controls and procedures include, without limitation, controls and procedures            designed to ensure that information required to be disclosed by an issuer in the            reports that it files or submits under the Act is accumulated and communicated to the            issuer’s management, including its principal executive and principal financial            officers, or persons performing similar functions, as appropriate to allow timely            decisions regarding required disclosure.

          There            were no changes in these controls or procedures that occurred during the three months            ended March 28, 2008 that have materially affected, or are reasonably likely to            materially affect, these controls or procedures. However, we completed the acquisition            of Sonion A/S in February 2008 and we are still in the process of evaluating internal            control over financial reporting at Sonion A/S.

 23

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24

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**PART II. OTHER            INFORMATION**

|                           |                                                                               |   |
|--------------------------------|------------------------------------------------------------------------------------|--------|
| Item                        1  | Legal                        Proceedings                                           | None   |
|                           |                                                                               |   |
| Item                        1a | Risk                        Factors                                                |   |
|                           |                                                                               |   |
|                           | Risk Factors are on                        page 26.                                |   |
|                           |                                                                               |   |
| Item                        2  | Unregistered Sales of                        Equity Securities and Use of Proceeds | None   |
|                           |                                                                               |   |
| Item                        3  | Defaults Upon Senior                        Securities                             | None   |
|                           |                                                                               |   |
| Item                        4  | Submission of Matters                        to a Vote of Security Holders         | None   |
|                           |                                                                               |   |
| Item                        5  | Other                        Information                                           | None   |
|                           |                                                                               |   |
| Item                        6  | Exhibits                                                                           |   |
|                           |                                                                               |   |
|                           | (a)                        Exhibits                                                |   |
|                           |                                                                               |   |
|                           | The Exhibit Index is on                        page 34.                            |   |
|                           |                                                                               |   |

25

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**Item 1a: Risk            Factors**

**Factors That            May Affect Our Future Results (Cautionary Statements for Purposes of the “Safe            Harbor” Provisions of the Private Securities Litigation Reform Act of            1995)**

          Our            disclosures and analysis in this report contain forward-looking statements.            Forward-looking statements reflect our current expectations of future events or future            financial performance. You can identify these statements by the fact that they do not            relate strictly to historical or current facts. They often use words such as            “anticipate”, “estimate”, “expect”,            “project”, “intend”, “plan”, “believe”            and similar terms. These forward-looking statements are based on our current plans and            expectations.

          Any            or all of our forward-looking statements in this report may prove to be incorrect. They            may be affected by inaccurate assumptions we might make or by risks and uncertainties            which are either unknown or not fully known or understood. Accordingly, actual outcomes            and results may differ materially from what is expressed or forecasted in this            report.

          We            sometimes provide forecasts of future financial performance. The risks and            uncertainties described under “Risk Factors” as well as other risks            identified from time to time in other Securities and Exchange Commission reports,            registration statements and public announcements, among others, should be considered in            evaluating our prospects for the future. We undertake no obligation to release updates            or revisions to any forward-looking statement, whether as a result of new information,            future events or otherwise.

          The            following factors represent what we believe are the major risks and uncertainties in            our business. They are listed in no particular order.

**Cyclical            changes in the markets we serve could result in a significant decrease in demand for            our products and reduce our profitability.**

          Our            components are used in various products for the electronic and electrical markets.            These markets are cyclical. Generally, the demand for our components reflects the            demand for products in the electronic and electrical equipment markets. A contraction            in demand would result in a decrease in sales of our products, as our            customers:

|   |                                                         |
|--------|--------------------------------------------------------------|
| • | may                        cancel many existing orders;      |
|   |                                                         |
| • | may                        introduce fewer new products;     |
|   |                                                         |
| • | may                        discontinue current products; and |
|   |                                                         |
| • | may                        decrease their inventory levels.  |

          A            decrease in demand for our products would have a significant adverse effect on our            operating results and profitability. Accordingly, we may experience volatility in both            our revenues and profits.

**Reduced            prices for our products may adversely affect our profit margins if we are unable to            reduce our costs of production.**

          The            average selling prices for our products tend to decrease over their life cycle. In            addition, foreign currency movements and the desire to retain market share increase the            pressure on our customers to seek lower prices from their suppliers. As a result, our            customers are likely to continue to demand lower prices from us. To maintain our            margins and remain profitable, we must continue to meet our customers’ design            needs while reducing costs through efficient raw material procurement and process and            product improvements. Our profit margins may suffer if we are unable to reduce our            costs of production if sales prices decline.

26

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**An inability            to adequately respond to changes in technology, applicable standards or customer needs            may decrease our sales.**

          Electronics            operates in an industry characterized by rapid change caused by the frequent emergence            of new technologies and standards. Generally, we expect life cycles for our products in            the electronic components industry to be relatively short. This requires us to            anticipate and respond rapidly to changes in industry standards and customer needs and            to develop and introduce new and enhanced products on a timely and cost effective            basis. Our engineering and development teams place a priority on working closely with            our customers to design innovative products and improve our manufacturing processes.            Similarly, at Electrical, the performance and cost of electrical contacts are closely            linked to alloys used in their production. Improving performance and reducing costs for            our customers requires continuing development of new alloys and products. Our inability            to react to changes in technology, standards or customer needs quickly and efficiently            may decrease our sales or margins.

**If our            inventories become obsolete, our future performance and operating results will be            adversely affected.**

          The            life cycles of our products depend heavily upon the life cycles of the end products            into which our products are designed. Many of Electronics’ products have very            short life cycles which are measured in quarters. Products with short life cycles            require us to closely manage our production and inventory levels. Inventory may become            obsolete because of adverse changes in end market demand. During market slowdowns, this            may result in significant charges for inventory write-offs. Our future operating            results may be adversely affected by material levels of obsolete or excess            inventories.

**An inability            to capitalize on our recent or future acquisitions may adversely affect our            business.**

          We            have completed several acquisitions in recent years. We continually seek acquisitions            to grow our business. We may fail to derive significant benefits from our acquisitions.            In addition, if we fail to achieve sufficient financial performance from an            acquisition, long-lived assets, such as property, plant and equipment, goodwill and            other intangibles, could become impaired, resulting in our recognition of an impairment            loss.

          The            success of any of our acquisitions depends on our ability to:

|   |                                                                                                                                                                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | successfully execute                        the integration or consolidation of the acquired operations into our                        existing businesses;                                                                                     |
|   |                                                                                                                                                                                                                                             |
| • | develop or modify the                        financial reporting and information systems of the acquired entity to                        ensure overall financial integrity and adequacy of internal control                        procedures; |
|   |                                                                                                                                                                                                                                             |
| • | identify and take                        advantage of cost reduction opportunities; and                                                                                                                                                          |
|   |                                                                                                                                                                                                                                             |
| • | further penetrate the                        markets for the product capabilities acquired.                                                                                                                                                      |

          Integration            of acquisitions may take longer than we expect and may never be achieved to the extent            originally anticipated. This could result in lower than anticipated business growth or            higher than anticipated costs. In addition, acquisitions may:

|   |                                                                                                                                                                                                       |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | cause a disruption in                        our ongoing business;                                                                                                                                         |
|   |                                                                                                                                                                                                       |
| • | distract our                        managers;                                                                                                                                                              |
|   |                                                                                                                                                                                                       |
| • | unduly burden our other                        resources; and                                                                                                                                              |
|   |                                                                                                                                                                                                       |
| • | result in an inability                        to maintain our historical standards, procedures and controls, which may                        result in non-compliance with external laws and regulations. |

27

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**Integration            of acquisitions into the acquiring segment may limit the ability of investors to track            the performance of individual acquisitions and to analyze trends in our operating            results.**

          Our            historical practice has been to rapidly integrate acquisitions into the existing            business of the acquiring segment and to report financial performance on the segment            level. As a result of this practice, we do not separately track the standalone            performance of acquisitions after the date of the transaction. Consequently, investors            cannot quantify the financial performance and success of any individual acquisition or            the financial performance and success of a particular segment excluding the impact of            acquisitions. In addition, our practice of rapidly integrating acquisitions into the            financial performance of each segment may limit the ability of investors to analyze any            trends in our operating results over time.

**An inability            to identify, consummate or integrate acquisitions may slow our future            growth.**

          We            plan to continue to identify and consummate additional acquisitions to further            diversify our business and to penetrate or expand important markets. We may not be able            to identify suitable acquisition candidates at reasonable prices. Even if we identify            promising acquisition candidates, the timing, price, structure and success of future            acquisitions are uncertain. An inability to consummate or integrate attractive            acquisitions may reduce our growth rate and our ability to penetrate new            markets.

**If our            customers terminate their existing agreements, or do not enter into new agreements or            submit additional purchase orders for our products, our business may            suffer.**

          Most            of our sales are made on a purchase order basis, as needed by our customers. In            addition, to the extent we have agreements in place with our customers, most of these            agreements are either short term in nature or provide our customers with the ability to            terminate the arrangement with little or no prior notice. Such agreements typically do            not provide us with any material recourse in the event of non-renewal or early            termination. We will lose business and our revenues may decrease if a significant            number of customers:

|   |                                                                  |
|--------|-----------------------------------------------------------------------|
| • | do                        not submit additional purchase orders;      |
|   |                                                                  |
| • | do                        not enter into new agreements with us; or   |
|   |                                                                  |
| • | elect to terminate                        their relationship with us. |

**If we do not            effectively manage our business in the face of fluctuations in the size of our            organization, our business may be disrupted.**

          We            have grown both organically and as a result of acquisitions. However, we significantly            reduce or expand our workforce and facilities in response to rapid changes in demand            for our products due to prevailing global market conditions. These rapid fluctuations            place strains on our resources and systems. If we do not effectively manage our            resources and systems, our businesses may be adversely affected.

**Uncertainty            in demand for our products may result in increased costs of production, an inability to            service our customers, or higher inventory levels which may adversely affect our            results of operations and financial condition.**

          We            have very little visibility into our customers’ future purchasing patterns and            are highly dependent on our customers’ forecasts. These forecasts are non-binding            and often highly unreliable. Given the fluctuation in growth rates and cyclical demand            for our products, as well as our reliance on often-imprecise customer forecasts, it is            difficult to accurately manage our production schedule, equipment and personnel needs            and our raw material and working capital requirements.

28

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          Our            failure to effectively manage these issues may result in:

|   |                                                                               |
|--------|------------------------------------------------------------------------------------|
| • | production                        delays;                                          |
|   |                                                                               |
| • | increased costs of                        production;                              |
|   |                                                                               |
| • | excessive inventory                        levels and reduced financial liquidity; |
|   |                                                                               |
| • | an                        inability to make timely deliveries; and                 |
|   |                                                                               |
| • | a                        decrease in profits.                                      |

**A decrease in            availability of our key raw materials could adversely affect our profit            margins.**

          We            use several types of raw materials in the manufacturing of our products,            including:

|   |                                                                   |
|--------|------------------------------------------------------------------------|
| • | precious metals such as                        silver;                 |
|   |                                                                   |
| • | other base metals such                        as copper and brass; and |
|   |                                                                   |
| • | ferrite                        cores.                                  |

          Some            of these materials are produced by a limited number of suppliers. We may be unable to            obtain these raw materials in sufficient quantities or in a timely manner to meet the            demand for our products. The lack of availability or a delay in obtaining any of the            raw materials used in our products could adversely affect our manufacturing costs and            profit margins. In addition, if the price of our raw materials increases significantly            over a short period of time due to increased market demand or shortage of supply,            customers may be unwilling to bear the increased price for our products and we may be            forced to sell our products containing these materials at prices that reduce our profit            margins.

**Costs            associated with precious metals and base metals may not be recoverable.**

          Some            of our raw materials, such as precious metals and certain base metals, are considered            commodities and are subject to price volatility. We attempt to limit our exposure to            fluctuations in the cost of precious materials, including silver, by holding the            majority of our precious metal inventory through leasing or consignment arrangements            with our suppliers. We then typically purchase the precious metal from our supplier at            the current market price on the day after shipment to our customer and pass this cost            on to our customer. We try to limit our exposure to base metal price fluctuations by            attempting to pass through the cost of base metals to our customers, typically by            indexing the cost of the base metal, so that our cost of the base metal closely relates            to the price we charge our customers, but we may not always be successful in indexing            these costs or fully passing through costs to our customers.

          Leasing/consignment            fee increases are primarily caused by increases in interest rates or volatility in the            price of the consigned material. Fees charged by the consignor are driven by interest            rates and the market price of the consigned material. The market price of the consigned            material is determined by the supply of, and the demand for, the material. Consignment            fees may increase if interest rates or the price of the consigned material            increase.

          Our            results of operations and liquidity may be negatively impacted if:

|   |                                                                                                                                                                                                                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | we                        are unable to enter into new leasing or consignment arrangements with                        similarly favorable terms after our existing agreements                        terminate;                         |
|   |                                                                                                                                                                                                                                     |
| • | our                        leasing or consignment fees increase significantly in a short period of                        time and we are unable to recover these increased costs through higher sale                        prices; and |
|   |                                                                                                                                                                                                                                     |
| • | we                        are unable to pass through higher base metals costs to our                        customers.                                                                                                                   |

**Competition            may result in lower prices for our products and reduced sales.**

          Both            Electronics and Electrical frequently encounter strong competition within individual            product lines from various competitors throughout the world. We compete principally on            the basis of:

29

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|   |                                                                 |
|--------|----------------------------------------------------------------------|
| • | product quality and                        reliability;              |
|   |                                                                 |
| • | global design and                        manufacturing capabilities; |
|   |                                                                 |
| • | breadth of product                        line;                      |
|   |                                                                 |
| • | customer                        service;                             |
|   |                                                                 |
| • | price; and                                                           |
|   |                                                                 |
| • | on-time                        delivery.                             |

          Our            inability to successfully compete on any or all of the above factors may result in            reduced sales.

**Fluctuations            in foreign currency exchange rates may adversely affect our operating            results.**

          We            manufacture and sell our products in various regions of the world and export and import            these products to and from a large number of countries. Fluctuations in exchange rates            could negatively impact our cost of production and sales which, in turn, could decrease            our operating results and cash flow. In addition, if the functional currency of our            manufacturing costs strengthened compared to the functional currency of our            competitors’ manufacturing costs, our products may become more costly than our            competitors’. Although we engage in limited hedging transactions, including            foreign currency contracts, to reduce our transaction and economic exposure to foreign            currency fluctuations, these measures may not eliminate or substantially reduce our            risk in the future.

**Our            international operations subject us to the risks of unfavorable political, regulatory,            labor and tax conditions in other countries.**

          We            manufacture and assemble most of our products in locations outside the United States,            including China, Mexico, Tunisia and Vietnam and a majority of our revenues are derived            from sales to customers outside the United States. Our future operations and earnings            may be adversely affected by the risks related to, or any other problems arising from,            operating in international locations and markets.

          Risks            inherent in doing business internationally may include:

|   |                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | the                        inability to repatriate cash on a timely basis;                                                                                                        |
|   |                                                                                                                                                                              |
| • | economic and political                        instability;                                                                                                                        |
|   |                                                                                                                                                                              |
| • | expropriation and                        nationalization;                                                                                                                         |
|   |                                                                                                                                                                              |
| • | trade                        restrictions;                                                                                                                                        |
|   |                                                                                                                                                                              |
| • | capital and exchange                        control programs;                                                                                                                     |
|   |                                                                                                                                                                              |
| • | transportation                        delays;                                                                                                                                     |
|   |                                                                                                                                                                              |
| • | foreign currency                        fluctuations; and                                                                                                                         |
|   |                                                                                                                                                                              |
| • | unexpected changes in                        the laws and policies of the United States or of the countries in which we                        manufacture and sell our products. |

          Electronics            has the majority of its manufacturing operations in the PRC and Vietnam. Our presence            in these countries has enabled Electronics to maintain lower manufacturing costs and to            adjust our work force to demand levels for our products. Although these countries have            a large and growing economy, the potential economic, political, legal and labor            developments entail uncertainties and risks. For example, wages have been increasing            over the last several years in the southern coastal provinces of the PRC. While the PRC            has been receptive to foreign investment, we cannot be certain that its current            policies will continue indefinitely into the future. In the event of any changes that            adversely affect our ability to conduct our operations within the PRC, our businesses            may suffer. We also have manufacturing operations in Tunisia and Mexico, which are            subject to unique risks, including earthquakes in Tunisia and those associated with            Middle Eastern and Mexican geo-political events.

30

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          We            have benefited over recent years from favorable tax incentives and we operate in            countries where we realize favorable income tax treatment relative to the U.S.            statutory rate. We have been granted special tax incentives commonly known as tax            holidays in countries such as the PRC and Tunisia. This favorable situation could            change if these countries were to increase rates or discontinue the special tax            incentives, or if we discontinue our manufacturing operations in any of these countries            and do not replace the operations with operations in other locations with similar tax            incentives. For example, the withholding tax rate on dividend payments from most of our            PRC subsidiaries is 5% starting in 2008. In addition, the corporate income tax rate for            PRC companies will be 15% or 25% after the applicable holiday and transition period            expire, depending on whether the company qualifies as a high-technology company or            meets other conditions. Accordingly, in the event of changes in laws and regulations            affecting our international operations, we may not be able to continue to take            advantage of similar benefits in the future.

**Shifting our            operations between regions may entail considerable expense and opportunity            cost.**

          In            the past we have shifted our operations from one region to another in order to maximize            manufacturing and operational efficiency. We may close one or more additional factories            in the future. This could entail significant one-time earnings charges to account for            severance, long-lived asset impairments, write-offs, write downs and moving expenses,            as well as certain adverse tax consequences including the loss of specialized tax            incentives or non-deductible expenses. In addition, as we implement transfers of our            operations we may experience disruptions, including strikes or other types of labor            unrest resulting from layoffs or termination of employees.

**Liquidity            requirements could necessitate movements of existing cash balances which may be subject            to restrictions or cause unfavorable tax and earnings consequences.**

          A            significant portion of our cash is held offshore by our international subsidiaries and            is predominantly denominated in currencies other than the U.S. dollar. While we intend            to use a significant amount of the cash held overseas to fund our international            operations and growth, if we encounter a significant domestic need for liquidity that            we cannot fulfill through borrowings, equity offerings, or other internal or external            sources, we may experience unfavorable tax and earnings consequences if this cash is            transferred to the United States. These adverse consequences would occur if the            transfer of cash into the United States is taxed and no offsetting foreign tax credit            is available to offset the U.S. tax liability, resulting in lower earnings. In            addition, we may be prohibited from transferring cash from the PRC. For example,            foreign exchange ceilings imposed by local governments and sometimes lengthy approval            processes which foreign governments require for international cash transfers may delay            our internal cash transfers from time to time. We have not experienced any significant            liquidity restrictions in any country in which we operate and none are presently            foreseen.

          With            the exception of approximately $25.1 million of retained earnings as of December 28,            2007 primarily in the PRC that are restricted in accordance with the PRC Foreign            Investment Enterprises Law, substantially all retained earnings are free from legal or            contractual restrictions. This law restricts 10% of our net earnings in the PRC, up to            a maximum amount equal to 50% of the total capital we have invested in the            PRC.

**Losing the            services of our executive officers or our other highly qualified and experienced            employees could adversely affect our businesses.**

          Our            success depends upon the continued contributions of our executive officers and            management, many of whom have many years of experience and would be extremely difficult            to replace. We must also attract and maintain experienced and highly skilled            engineering, sales and marketing and managerial personnel. Competition for qualified            personnel is intense in our industries, and we may not be successful in hiring and            retaining these people. If we lose the services of our executive officers or cannot            attract and retain other qualified personnel, our businesses could be adversely            affected.

31

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**Public health            epidemics (such as flu strains, or severe acute respiratory syndrome) or other natural            disasters (such as earthquakes or fires) may disrupt operations in affected regions and            affect operating results.**

          Electronics            and, to a lesser extent, Electrical, maintain extensive manufacturing operations in the            PRC and other emerging economies, as do many of our customers and suppliers. A            sustained interruption of our manufacturing operations, or those of our customers or            suppliers, resulting from complications caused by a public health epidemic or other            natural disasters could have a material adverse effect on our business and results of            operations.

**The            unavailability of insurance against certain business and product liability            risks may adversely affect our future operating results.**

          As            part of our comprehensive risk management program, we purchase insurance coverage            against certain business and product liability risks. If any of our insurance carriers            discontinues an insurance policy, significantly reduces available coverage or increases            our deductibles and we cannot find another insurance carrier to write comparable            coverage at similar costs, then we may be subject to increased costs of uninsured            losses which may adversely affect our operating results.

          Also,            our components, modules and other products are used in a broad array of representative            end products, including:

|   |                                                              |
|--------|-------------------------------------------------------------------|
| • | handsets and                        non-cellular wireless systems |
|   |                                                              |
| • | power                        supplies;                            |
|   |                                                              |
| • | laptop                        computers;                          |
|   |                                                              |
| • | video game                        consoles;                       |
|   |                                                              |
| • | hearing aids and other                        medical devices;    |
|   |                                                              |
| • | electrical circuit                        breakers; and           |
|   |                                                              |
| • | automotive drive                        trains.                   |

          If            our insurance program does not adequately cover liabilities arising from the direct use            of our products or claims that we are a party to as a result of our products being used            in our customers’ products, we may be subject to increased costs of uninsured            losses which may adversely affect our operating results.

**Environmental            liability and compliance obligations may adversely affect our operations and            results.**

          Our            manufacturing operations are subject to a variety of environmental laws and regulations            as well as internal programs and policies governing:

|   |                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | air                        emissions;                                                                                                                 |
|   |                                                                                                                                                  |
| • | wastewater                        discharges;                                                                                                         |
|   |                                                                                                                                                  |
| • | the                        storage, use, handling, disposal and remediation of hazardous substances,                        wastes and chemicals; and |
|   |                                                                                                                                                  |
| • | employee health and                        safety.                                                                                                    |

          If            violations of environmental laws should occur, we could be held liable for damages,            penalties, fines and remedial actions for contamination discovered at our present or            former facilities. Our operations and results could be adversely affected by any            material obligations arising from existing laws or new regulations that may be enacted            in the future. We may also be held liable for past disposal of hazardous substances            generated by our business or businesses we acquire.

32

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**An increase            in our debt levels could adversely affect our financial position, liquidity and            perception of our financial condition in the financial markets.**

          We            entered into an agreement on February 28, 2008 providing for a $200.0 million senior            term loan facility and a $300.0 million senior revolving credit facility. The principal            purpose of these new facilities was to fund the acquisition of Sonion A/S. Borrowing            against this agreement increased our current outstanding debt by $353.6 million since            year ended December 28, 2007. Because this financing decreased our ratio of earnings to            fixed charges and adversely affected other leverage criteria, the marketplace could            react negatively to our new debt levels, which in turn could affect our share price.            Covenants with our lenders under this agreement, that require our compliance with            specific financial ratios, may also make it difficult for us to obtain additional            financing on acceptable terms for future acquisitions and other corporate needs.            Although at present we anticipate no difficulty in meeting such covenants in the normal            course of operations, our ability to remain in compliance with the covenants may be            adversely affected by future events beyond our control. If we breach any of these            covenants, than we may be declared to be in default. This may result in our lenders            electing to declare our outstanding borrowings immediately due and payable and            terminate all commitments to extend further credit. If the lenders accelerate the            repayment of borrowings, we cannot provide assurance that we will have sufficient            assets to repay our credit facilities and other indebtedness.

**Our results may be negatively            affected by changing interest rates.**

          We            are subject to market risk from exposure to changes in interest rates. We do not expect            changes in interest rates to have a material effect on income or cash flows in the            future, although there can be no assurances that interest rates will not significantly            change. To mitigate the risk of changing interest rates, we may utilize derivatives or            other financial instruments.

33

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**Exhibit            Index**

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1     | Share Purchase                        Agreement dated January 8, 2008 between Technitrol, Inc., NC III Limited,                        Nordic Capital III Limited, P-M 2000 A/S, Intermediate Capital Investments                        Limited and Erhvervsinvest Nord A/S. (incorporated by reference to Exhibit                        2.1 to our Form 8-K dated January 8, 2008).                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.1     | Amended and Restated                        Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our                        Form 8-K dated December 27, 2007).                                                                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.3     | By-laws                        (incorporated by reference to Exhibit 3.3 to our Form 8-K dated December                        27, 2007).                                                                                                                                                                                                                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.1     | Rights Agreement,                        dated as of August 30, 1996, between Technitrol, Inc. and Registrar and                        Transfer Company, as Rights Agent (incorporated by reference to Exhibit 3                        to our Registration Statement on Form 8-A dated October 24,                        1996).                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.2     | Amendment No. 1 to                        the Rights Agreement, dated March 25, 1998, between Technitrol, Inc. and                        Registrar and Transfer Company, as Rights Agent (incorporated by reference                        to Exhibit 4 to our Registration Statement on Form 8-A/A dated April 10,                        1998).                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.3     | Amendment No. 2 to                        the Rights Agreement, dated June 15, 2000, between Technitrol, Inc. and                        Registrar and Transfer Company, as Rights Agent (incorporated by reference                        to Exhibit 5 to our Registration Statement on Form 8-A/A dated July 5,                        2000).                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1    | Technitrol, Inc.                        2001 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.1                        to our Registration Statement on Form S-8 dated June 28, 2001, File Number                        333-64060).                                                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1(1) | Form of Stock Option                        Agreement (incorporated by reference to Exhibit 10.1(1) to our Form 10-Q                        for the nine months ended October 1, 2004).                                                                                                                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.2    | Technitrol, Inc. Restricted Stock Plan II, as amended and restated as of                        February 15, 2008.                                                                                                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.3    | Technitrol, Inc.                        2001 Stock Option Plan (incorporated by reference to Exhibit 4.1 to our                        Registration Statement on Form S-8 dated June 28, 2001, File Number                        333-64068).                                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.4    | Technitrol, Inc.                        Board of Directors Stock Plan, as amended (incorporated by reference to                        Exhibit 10 to our Form 8-K dated May 18, 2005).                                                                                                                                                                                                                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.5    | Credit Agreement                        dated as of February 28, 2008 among Technitrol, Inc. and certain of its                        subsidiaries, JPMorgan Chase Bank, N.A. as administrative agent and lender,                        and other lenders partly thereto (incorporated by reference to Exhibit 10.5                        to our Form 8-K dated February 28, 2008).                                                                                |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.6    | Lease Agreement,                        dated October 15, 1991, between Ridilla-Delmont and AMI Doduco, Inc.                        (formerly known as Advanced Metallurgy Incorporated), as amended September                        21, 2001 (incorporated by reference to Exhibit 10.6 to the Company’s                        Amendment No. 1 to Registration Statement on Form S-3 dated February 28,                        2002, File Number 333-81286). |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.7    | Incentive                        Compensation Plan of Technitrol, Inc. (incorporated by reference to Exhibit                        10.7 to Amendment No. 1 our Registration Statement on Form S-3 filed on                        February 28, 2002, File Number 333-81286).                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.8    | Technitrol, Inc.                        Supplemental Retirement Plan, amended and restated January 1, 2002                        (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to our                        Registration Statement on Form S-3 filed on February 28, 2002, File Number                        333-81286).                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.8(1) | Technitrol, Inc.                        Grantor Trust Agreement dated July 5, 2006 between Technitrol, Inc. and                        Wachovia Bank, National Association (incorporated by reference to Exhibit                        10.8(1) to our Form 8-K dated July 11, 2006).                                                                                                                                                                                 |

34

----

**Exhibit            Index,** continued

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.9     | Agreement between                        Technitrol, Inc. and James M. Papada, III, dated July 1, 1999, as amended                        April 23, 2001, relating to the Technitrol, Inc. Supplemental Retirement                        Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to our                        Registration Statement on Form S-3 filed on February 28, 2002, File Number                        333-81286). |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10    | Letter Agreement                        between Technitrol, Inc. and James M. Papada, III, dated April 16, 1999, as                        amended October 18, 2000 (incorporated by reference to Exhibit 10.10 to                        Amendment No. 1 to our Registration Statement on Form S-3 filed on February                        28, 2002, File Number 333-81286).                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10(1) | Letter Agreement                        between Technitrol, Inc. and James M. Papada, III dated April 25, 2007                        (incorporated by reference to Exhibit 10.10(1) to our Form 8-K dated May 1,                        2007).                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10(2) | Modification to                        Letter Agreement agreed to on February 15, 2008 (incorporated by reference                        to Exhibit 10.10(2) to our Form 8-K dated February 22, 2008).                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.11    | Form of Indemnity                        Agreement (incorporated by reference to Exhibit 10.11 to our Form 10-K for                        the year ended December 28, 2001).                                                                                                                                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.12    | Technitrol Inc.                        Supplemental Savings Plan (incorporated by reference to Exhibit 10.15 to                        our Form 10-Q for the nine months ended September 26, 2003).                                                                                                                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.13    | Technitrol, Inc.                        401(k) Retirement Savings Plan, as amended (incorporated by reference to                        post-effective Amendment No. 1, to our Registration Statement on Form S-8                        filed on October 31, 2003, File Number 033-35334).                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.13(1) | Amendment No. 1 to                        Technitrol, Inc. 401(k) Retirement Savings Plan, dated December 31, 2006                        (incorporated by reference to Exhibit 10.13(1) to our Form 10-K for the                        year ended December 29, 2006).                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.14    | Pulse Engineering,                        Inc. 401(k) Plan as amended (incorporated by reference to post-effective                        Amendment No. 1, to our Registration Statement on Form S-8 filed on October                        31, 2003, File Number 033-94073).                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.14(1) | Amendment No. 1 to                        Pulse Engineering, Inc. 401(k) Plan, dated December 31, 2006 (incorporated                        by reference to Exhibit 10.14(1) to our Form 10-K for the year ended                        December 29, 2006).                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.15    | Amended and Restated                        Short-Term Incentive Plan (incorporated by reference to Exhibit 10.15 to                        our Form 10-K for the year ended December 31, 2005).                                                                                                                                                                                                                                                         |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.17    | Amended and Restated                        Consignment Agreement dated November 19, 2007 between Technitrol, Inc. and                        Sovereign Precious Metals, LLC (incorporated by reference to Exhibit 10.17                        to our Form 10-K for the year ended December 28, 2007).                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.18    | Amended and Restated                        Fee Consignment and/or Purchase of Silver Agreement dated August 4, 2006                        among The Bank of Nova Scotia, AMI Doduco, Inc., AMI Doduco Espana, S.L.                        and AMI Doduco GmbH (incorporated by reference to Exhibit 10.18 to our Form                        10-K for the year ended December 28, 2007).                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.18(1) | Letter Amendment                        dated November 7, 2007 among The Bank of Nova Scotia, AMI Doduco, Inc., AMI                        Doduco Espana, S.L. and AMI Doduco GmbH (incorporated by reference to                        Exhibit 10.18(1) to our Form 10-K for the year ended December 28,                        2007).                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.18(2) | Consignment and/or                        Purchase of Silver Agreement dated November 9, 2007 among The Bank of Nova                        Scotia and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.18(2)                        to our Form 10-K for the year ended December 28, 2007).                                                                                                                                                    |

35

----

**Exhibit            Index,** continued

|     |                                                                                                                                                                                                                                                                                                                                                                |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.18(3) | Guarantee dated                        September 8, 2006 executed by Technitrol, Inc. in favor of the The Bank of                        Nova Scotia (incorporated by reference to Exhibit 10.18(3) to our Form 10-K                        for the year ended December 28, 2007).                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 10.19    | Consignment                        Agreement dated September 24, 2005 between Mitsui & Co. Precious Metals                        Inc., and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.19 to                        our Form 8-K dated March 28, 2006).                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 10.21    | Corporate Guaranty                        dated November 1, 2004 by Technitrol, Inc. in favor of Mitsui & Co.                        Precious Metals, Inc. (incorporated by reference to Exhibit 10.21 to our                        Form 10-Q for the nine months ended October 1, 2004).                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 10.22    | Amended and Restated                        Fee Consignment and/or Purchase of Silver Agreement dated February 12, 2008                        among HSBC Bank USA, National Association, AMI Doduco, Inc. and Technitrol,                        Inc. (incorporated by reference to Exhibit 10.22 to our Form 8-K dated                        February 22, 2008). |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 10.23    | Share Purchase                        Agreement dated August 8, 2005 among Pulse Electronics (Singapore) Pte.                        Ltd., as Purchaser, and Filtronic Plc and Filtronic Comtek Oy, as Sellers                        (incorporated by reference to Exhibit 10.1 to our Form 8-K dated August 11,                        2005).                     |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 10.24    | Sale and Transfer                        Agreement dated November 28, 2005 among era GmbH & Co. KG, Pulse GmbH,                        CST Electronics Co., Ltd., and certain other parties named therein                        (incorporated by reference to Exhibit 10.1 to our Form 8-K dated December                        2, 2005).                     |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 10.25    | CEO Annual and Long-Term Equity Incentive Process.                                                                                                                                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 10.26    | Letter Agreement                        between Technitrol, Inc. and Michael J. McGrath dated March 7, 2007                        (incorporated by reference to Exhibit 10.2 to our Form 10-Q for the six                        months ended June 29, 2007).                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 10.30    | Schedule of Board of                        Director and Committee Fees (incorporated by reference to Exhibit 10.30 to                        our Form 10-Q for the three months ended March 30, 2007).                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 31.1     | Certification of Principal Executive Officer pursuant to Section 302(a) of                        the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 31.2     | Certification of Principal Financial Officer pursuant to Section 302(a) of                        the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 32.1     | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section                        1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of                        2002.                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                                                                |
| 32.2     | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section                        1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of                        2002.                                                                                                                                                                |

36

----

**Signatures**

Pursuant to the requirements of            the Securities Exchange Act of 1934, the registrant has duly caused this report to be            signed on its behalf by the undersigned thereunto duly authorized.

|        |   |                                                                           |
|-------------|--------|--------------------------------------------------------------------------------|
|        |   | Technitrol,                        Inc.                                        |
|        |   |                                                                                |
|        |   | (Registrant)                                                                   |
|        |   |                                                                           |
|        |   |                                                                           |
|        |   |                                                                           |
|        |   |                                                                           |
| May 5, 2008 |   | /s/ Edward J.                        Prajzner                                  |
|             |   |                                                                                |
| (Date)      |   | Edward J.                        Prajzner                                      |
|        |   | Vice President,                        Corporate Controller and Chief          |
|        |   | Accounting                        Officer                                      |
|        |   | (duly authorized                        officer, principal accounting officer) |

37

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