AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT


THIS AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of September 5, 2008 by and between TECHNITROL, INC., a Pennsylvania corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Rights Agent”).


BACKGROUND


WHEREAS, the Company and the Rights Agent entered into a Rights Agreement dated as of August 30, 1996, an Amendment No.1 to the Rights Agreement dated as of March 25, 1998, an Amendment No. 2 to the Rights Agreement dated as of June 15, 2000 and an Amendment No. 3 to the Rights Agreement dated as of September 9, 2006 (collectively, the “Rights Agreement”); and


WHEREAS, pursuant to Section 7.a. of the Rights Agreement, the Final Expiration Date is defined as the close of business on September 9, 2008; and


WHEREAS, the Board of Directors of the Company approved a two year extension to the Final Expiration Date; and


WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement to reflect the new Final Expiration Date on the terms and conditions set forth herein:


WHEREAS, the Company has the authority to amend the Rights Agreement without any approval of the holders of Rights pursuant to Section 28 of the Rights Agreement; and


NOW, THEREFORE, the parties hereto, in consideration of the premises and agreements contained herein, intending to be legally bound hereby, agree as follows:


1.        Terms.  Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Rights Agreement.


2.         Amendment to Section 7.a. of the Rights Agreement.  Section 7.a. of the Rights Agreement is hereby amended by deleting the date “September 9, 2008” in subsection (i) and substituting in its place the date “September 9, 2010”.


3.         Amendment to Exhibit A of the Rights Agreement.  The first paragraph of Exhibit A of the Rights Agreement is hereby amended by deleting the date “September 9, 2008” and substituting in its place the date “September 9, 2010”.


4.         Amendment to Exhibit B of the Rights Agreement.  The fourth paragraph of Exhibit B of the Rights Agreement is hereby amended by deleting the date “September 9, 2008” and substituting in its place the date “September 9, 2010”.

 




	
             
 	
            5.
 	
            Miscellaneous.
 





 (a)  The term “Agreement” as used in the Rights Agreement and the Exhibits thereto shall be deemed to refer to the Rights Agreement as amended hereby.  The foregoing amendments shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.


 









(b)  This Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto by their duly elected officers have executed this Amendment as of the date first above written.





	
            TECHNITROL, INC.
 	
            REGISTRAR AND TRANSFER COMPANY
 





 





	
            By: /s/ James M. Papada, III
 	
            By: /s/ William P. Tatler
 









	
            Name: James M. Papada, III
 	
            Name: William P. Tatler
 









	
            Title: Chief Executive Officer
 	
            Title: Vice President
 





 


 






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