EXHIBIT 10.2

                            RESTRICTED STOCK PLAN II
                                       OF
                                TECHNITROL, INC.

            (As Amended and Restated Effective as of March 1, 2010)

     WHEREAS, Technitrol, Inc. (the "Company") maintains the Amended and
Restated Restricted Stock Plan II of Technitrol, Inc. (the "Plan");

     WHEREAS, Paragraph 11 of the Plan provides that, with certain inapplicable
restrictions, the Board of Directors of the Company (the "Board") may amend the
Plan; and

     WHEREAS, the Board wishes to amend and restate the Plan;

     NOW, THEREFORE, effective as of March 1, 2010, the Plan shall be amended
and restated under the following terms and conditions:

1.   Purpose
     -------

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

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

2.   Eligible  Employees;  Administration
     ------------------------------------

     (a)     The  Employees  eligible  to  participate  in the Plan shall be the
officers  of the Company and its subsidiaries and the other key employees in the
Company's  corporate  office  and  its operating business segments as determined
from  time  to  time by a Committee (the "Committee") appointed by the Company's
Board  of  Directors  (the  "Board").  The  Committee  shall  be  the body which
administers this Plan.  The Committee must consist of at least two members, each
of  whom  is  both  a  "Non-Employee  Director" (as defined in Rule 16b-3 of the
General  Rules  and  Regulations  under  the Securities Exchange Act of 1934, as
amended)  and  an  "outside  director"  (within  the  meaning  of  Treas.  Reg.
Sec.1.162-27(e)(3)).

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<PAGE>

     (b)     Except  as   limited   by   the  express  provisions  of  the  Plan
or  by  resolutions  adopted by the Board, the Committee shall have the sole and
complete  authority  and discretion (i) to select Employees for grants under the
Plan  and  to  award  Shares  to  such Employees, (ii) to determine the form and
content  of awards of Shares to be issued under the Plan, (iii) to interpret the
Plan, (iv) to prescribe, amend and rescind rules and regulations relating to the
Plan,  and  (v)  to make all other determinations necessary or advisable for the
administration of the Plan. The Committee shall have and may exercise such other
power  and authority as may be delegated to it by the Board from time to time. A
majority  of  the entire Committee shall constitute a quorum and the action of a
majority  of the members present at any meeting at which a quorum is present, or
acts  approved  in  writing  or  electronically  by  a majority of the Committee
without  a  meeting,  shall  be deemed the action of the Committee. If there are
only  two  Committee  members,  they  must  act  unanimously.

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

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

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

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<PAGE>

     (b)     Such  Shares  may be issued in the sole discretion of the Committee
from  time  to  time  on  a  regular  or  irregular  basis,  or  as a reward for
outstanding achievement or performance, or as an inducement to accept employment
with  the Company, or on account of such other criteria as may be established by
the  Committee.  Notwithstanding the foregoing, all awards of Shares made to the
Chief  Executive  Officer  of  the  Company  shall, and any awards made to other
Employees  may,  be based on the attainment of certain criteria to be designated
by  the Committee and specifically identified at the time of grant of the Shares
from  among  the  following  criteria: cash flow, net operating profit, economic
profit,  earnings  per  share,  gross  or net revenue growth, annual performance
compared  to  approved  plans,  return  on equity, assets, capital investment or
sales,  net  income growth, total shareholder return, expense management, market
share,  performance  compared  to  market  indices  chosen  by  the  Committee,
acquisitions  and/or divestitures, integration of acquisitions, consolidation or
integration  of  product  divisions/groups/lines,  geographical  changes  in
operations,  changes  in markets addressed, changes in analysts' coverage of the
Company,  new  product  introduction,  succession  planning,  organizational
development,  and/or  talent  management/retention.  For  the  Chief  Executive
Officer, such criteria may also include metrics with respect to the mentoring of
senior  executives  as  part  of  their  leadership  development, and developing
strategic  plans/alternatives  for the Company or parts of it. The Committee may
use  some  or  all of these performance criteria, either singly or together, and
may  link  them to the performance of the Company or any subsidiary, division or
individual.  The  Committee  shall  have  the  sole  and  absolute  authority to
determine  whether  the  performance criteria have been satisfied. The Committee
may  also  require that the Chief Executive Officer of the Company remain in the
employ  of  the  Company  for  some time after the attainment of the performance
criteria  prior  to the removal of the restrictions on ownership as contained in
Paragraph  4(a)  hereof.

     (c)     Notwithstanding  the  foregoing,  no  Employee  may be awarded more
than 300,000 Shares under this Plan in any 12-month period nor more than 500,000
Shares  under  this Plan over the Employee's entire employment with the Company.

4.   Restrictions;  Removal
     ----------------------

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

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

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<PAGE>

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

     (d)     If  an  Employee  dies  or  becomes  "totally disabled" (as defined
below) or (except as otherwise provided by the Committee in the Employee's award
letter)  retires  on or after his or her "normal retirement date" (as defined in
the  Technitrol,  Inc.  Retirement  Plan) prior to the expiration of three years
from  the  date  Shares  were  issued  to  him  or her under this Plan, then the
Restriction Period shall end upon the date that death occurs or total disability
is deemed to have occurred or such retirement occurs. For purposes of this Plan,
an Employee is "totally disabled" if the Employee is unable, by reason of mental
or physical incapacity or illness, to substantially perform his or her duties to
the  Company  or  a  subsidiary  (as  applicable)  for  a  period  of  either 90
consecutive  days  or  an  aggregate  of  120  days  in  any 12-month period, as
determined  by  the  Company  (or  the Board, in the case of the Chief Executive
Officer  of  the  Company)  in  good  faith  and  in  its  sole  discretion.

     (e)     Except  as  otherwise  provided  by the Committee in the Employee's
award  letter,  if  an  Employee  elects  to  retire  before  his  or her normal
retirement  date  but on or after his or her "early retirement date" (as defined
in  the  Technitrol,  Inc.  Retirement  Plan)  or  the  Employee's employment is
terminated by the Company other than for "Cause" (as defined below) prior to the
expiration  of  the  Restriction  Period, then, subject to the provisions of the
following sentence, the Employee shall be entitled to pro-rata vesting, based on
the number of whole months elapsed since the award of such Shares divided by 36,
as  to  both the award of Shares provided in this Paragraph 4 and the cash award
provided  in Paragraph 5 hereof (if any). Ownership of Shares not finally vested
in the Employee after early retirement or termination other than for Cause shall
revert  to  the  Company  and  the Employee shall have no further record, legal,
beneficial  or  equitable  interest  in  such  Shares.

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

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

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<PAGE>

     (h)     Notwithstanding  the  foregoing,  in  the case of subparagraphs (c)
through  (e)  above,  the  Committee shall have the right, before the end of the
Restriction  Period  (or,  in  the  case  of subparagraph (e) above, at any time
before the Employee's retirement or termination other than for Cause), to adjust
the  effective award downward, taking into account such factors as it determines
to  be  relevant.  Further,  in  the  case  only  of subparagraph (e) above, the
Committee  may  adjust  the  effective  award  upward  (but not in excess of the
original  award of Shares), taking into account such factors as it determines to
be  relevant.

     (i)     For  purposes of the Plan, "Cause" shall have the meaning set forth
in  any unexpired employment or severance agreement between the Employee and the
Company  or subsidiary and, in the absence of any such agreement, shall mean (i)
the continued and willful failure of the Employee to follow the lawful orders of
his  or  her  direct  superior,  (ii)  violation  by  the Employee of a material
published  rule  or  regulation  of  the Company or a provision of the Company's
Statement  of Principles (in effect from time to time), or (iii) conviction of a
crime  which  renders  the  Employee  unable  to  perform  his  or  her  duties
effectively;  provided that, in the case of (i) or (ii) above, the Company shall
give  the  Employee  written  notice of the action or omission which the Company
believes  to  constitute  Cause  and the Employee shall have 30 calendar days to
cure such action or omission. Determination of "Cause" by the Committee shall be
final  and  binding  on  all  parties.

5.   Additional  Cash  Award  in  Sole  Discretion  of  Committee
     ------------------------------------------------------------

     (a)     In  the sole discretion of the Committee, the Committee may provide
an  Employee  (other  than  the  Chief  Executive Officer of the Company) in the
Employee's award letter with a potential cash award (the "Cash Award") to assist
the  Employee  in  paying  his or her income tax on the Shares awarded to him or
her.  If  a  potential Cash Award is included in the Employee's award letter and
if  the  Employee  continues in the employ of the Company through the end of the
Restriction Period or otherwise becomes vested in a portion of his or her Shares
under  Paragraph 4(e) hereof, then the Employee shall also receive a Cash Award.
Subject to the limitation in the following paragraph, the Cash Award shall equal
the quotient of (i) the product of (A) the market value of the Shares subject to
the  Employee's award (after taking into account the Committee's action - if any
-  under Paragraph 4(h) hereof) (such market value shall be equal to the closing
price  of the Shares on the stock exchange on which the Shares are listed in The
Wall  Street  Journal  as of the date the Restriction Period ends or the date of
the  Employee's  termination  of  employment  under  Paragraph  4(e)  hereof),
multiplied  by (B) the highest individual federal income tax rate (including any
surcharge)  then  in  effect,  divided  by (ii) one minus the highest individual
federal  income  tax  rate  (including  any  surcharge)  then  in  effect.

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<PAGE>

In  the  event  the  Employee  is  a  taxpayer  of the United States and has the
opportunity to make an election under Section 83(b) of the U.S. Internal Revenue
Code  of  1986,  as  amended  (an  "83(b)  Election"),  then, whether or not the
Employee  actually  makes the 83(b) Election (see Paragraph 9 hereof for how the
83(b)  Election is properly made), the amount of the Cash Award shall not exceed
65  percent  of  the market value of the Shares (as determined above) subject to
the  award  as  of  the  date  beneficial ownership of the Shares accrues to the
Employee  under Paragraph 3(a) hereof.  If the Employee makes an 83(b) Election,
the  Employee shall receive a Cash Award, calculated as described above but with
the  market value of the Shares and the federal income tax rate determined as of
the  date  of  the 83(b) Election.  Such value of the Shares will be included in
the  Employee's  compensation  for income tax purposes in the year of the award.
(See  also  Paragraph  9  hereof.)  If an 83(b) Election is not available to the
Employee,  then the amount of the Cash Award shall not exceed 165 percent of the
market  value  of  the  Shares  subject  to  the award as of the date beneficial
ownership  of  the  Shares  accrues to the Employee under Paragraph 3(a) hereof.

For  purposes  of this Paragraph 5, the Committee shall have the sole discretion
of  determining  whether  an  Employee  is  a  taxpayer of the United States and
whether  an  83(b) Election is available to the Employee, based on the facts and
circumstances  and  the  Committee's interpretation of the Internal Revenue Code
and  regulations  thereunder.

     (b)     In  the sole discretion of the Committee, the Committee may provide
the  Chief  Executive  Officer  of the Company in his or her award letter with a
potential  Cash Award.  The Chief Executive Officer's potential Cash Award shall
be  the  full  amount  of  the  deemed  tax on the award (so that the percentage
limitation  on  the amount of the Cash Award in subparagraph (a) above shall not
apply)  plus the deemed tax on the Cash Award, both of which shall be calculated
at  the  deemed  rate  of  41.5  percent.

     (c)     The  Cash  Award less applicable withholding taxes shall be paid to
the  Employee not later than (i) where the Employee makes no 83(b) Election, the
15th  day  of the third month following (A) the last day of the calendar year in
which  the  Restriction  Period  ends,  or  (B)  the  date of the termination of
employment  of an Employee who is entitled to the modified award under Paragraph
4(e) hereof, or (ii) where the Employee makes an 83(b) Election, the 15th day of
the third month following the date the Shares subject to the 83(b) Election were
awarded  to  the  Employee.

6.   Other  Restrictions
     -------------------

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

7.   Change  of  Control
     -------------------

     (a)     Notwithstanding  anything to the contrary in the Plan, in the event
there  is a "Change in Control" (as defined in subparagraph (b) below), then, in
that  event,  notwithstanding  the  provisions  of  Paragraph  4  hereof,  the
Restriction  Period for any Shares granted under the Plan shall terminate on the
date of such Change in Control and all Shares shall be vested 100 percent in all
Employees and distributed to them immediately, free of any and all restrictions,
accompanied  by  the Cash Awards (if not previously paid as a result of an 83(b)
Election)  in  the  maximum  amounts  provided  in Paragraph 5 hereof.  The Cash
Awards  less  applicable  withholding  taxes  shall be paid to the Employees not
later  than  the  15th  day  of the third month following the Change in Control.

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<PAGE>

     (b)     For  purposes  of  the  Plan,  "Change  in  Control"  means

             (1)     any  person (a  "Person"), as such term is used in Sections
13(d)  and  14(d)  of  the  Securities  Exchange  Act  of  1934, as amended (the
"Exchange  Act")  (other  than  (i)  the  Company  and/or  its  wholly  owned
subsidiaries;  (ii)  any  employee  benefit  plan  of  the Company (including an
employee  stock ownership plan) and any trustee(s) holding securities under such
plan;  and  (iii)  any  corporation  owned,  directly  or  indirectly,  by  the
shareholders  of  the  Company  in  substantially  the same proportions as their
ownership  of  stock  of  the  Company) is or becomes the "beneficial owner" (as
defined  in  Rule  13d-3  under  the  Exchange  Act), directly or indirectly, of
securities  of  the  Company  representing  more than 50 percent of the combined
voting  power  of  the  Company's  then  outstanding  securities;  or

             (2)     The  consummation  of  any  consolidation  or merger of the
Company  in  which the Company is not the continuing or surviving corporation or
pursuant  to  which  the  Company's  voting Common Stock would be converted into
cash,  securities  and/or  other property, other than a merger of the Company in
which  holders  of  the  Common  Stock  immediately  prior  to  the  merger have
substantially the same proportionate ownership of voting shares of the surviving
corporation  immediately  after  the  merger  as  they  had  in the Common Stock
immediately  before  the  merger;  or

             (3)     Any sale, exchange or other transfer (in one transaction or
a  series  of related transactions) of all or substantially all of the assets of
the  Company;  or

             (4)     The  Company's  shareholders or the Board shall approve the
liquidation  or  dissolution  of  the  Company.

8.   Assignment
     ----------

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

9.   83(b)  Election
     ---------------

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

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<PAGE>

10.  Effect  of  Changes  in  Common  Stock
     --------------------------------------

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

     (b)     Transactions in  which the Company is Not the Surviving Entity.  In
             ---------------------------------------------------------------
the event of (i) the liquidation or dissolution of the Company, (ii) a merger or
consolidation  in  which  the  Company is not the surviving entity, or (iii) the
sale  or disposition of all or substantially all of the Company's assets (any of
the  foregoing  to  be  referred  to herein as a "Transaction"), all outstanding
awards  shall  be  equitably adjusted for any change or exchange of Shares for a
different  number  or  kind of shares or other securities which results from the
Transaction.

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

     (d)     Other Issuances. Except as expressly provided in this Paragraph 10,
             ----------------
the  issuance by the Company or an affiliate of shares of stock of any class, or
of  securities  convertible  into  Shares or stock of another class, for cash or
property  or  for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall  be  made  with  respect to, the number or class of Shares then subject to
awards  or  reserved  for  issuance  under  the  Plan.

11.  Amendment;  Termination
     -----------------------

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

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

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<PAGE>

12.  Governing  Law
     --------------

     This  Plan shall be governed by the law of the Commonwealth of Pennsylvania
(without regard to the principles of the conflict of laws), except to the extent
that  federal  law  is  deemed  to  apply.

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