EXHIBIT 10.3

                                TECHNITROL, INC.
                             2001 STOCK OPTION PLAN

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

     WHEREAS,  Technitrol, Inc. maintains the Technitrol, Inc. 2001 Stock Option
Plan  (the  "Plan");

     WHEREAS,  Section 3(a) of the Plan provides that it will continue in effect
for  10  years  (i.e.,  until  June  30,  2011);  and

     WHEREAS,  the Board of Directors of Technitrol, Inc. (the "Company") wishes
to  amend  and  restate  the Plan and extend the term of the Plan until June 30,
2020;

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

     1.      PURPOSE  OF  THE  PLAN.

Pursuant to the terms and conditions contained in the Technitrol, Inc. Incentive
Compensation  Plan,  this  amended and restated Plan was adopted by the Board on
February  18,  2010.  The  purpose  of  the  Plan continues to be to advance the
interests  of  the  Company  by  providing key Employees with the opportunity to
acquire  Shares.  By  encouraging  such  stock  ownership,  the Company seeks to
attract,  retain  and  motivate  the  best  available personnel for positions of
substantial  responsibility and to provide additional incentive to key Employees
to  promote  the  success  of the business.  The Options granted to Participants
pursuant  to  this  Plan  shall be nonqualified stock options and not "incentive
stock  options"  within  the  meaning  of  Section  422  of  the  Code.

     2.      DEFINITIONS.

As  used  herein,  the  following  definitions  shall  apply:

     (a)     "Affiliate"    shall    mean    any    "parent    corporation"   or
"subsidiary  corporation"  of the Company, as such terms are defined in Sections
424(e)  and  424(f),  respectively,  of  the  Code.

     (b)     "Agreement"   shall  mean  a  written  agreement  entered  into  in
accordance  with  Section  5(c)  hereof.

     (c)     "Awards"   shall   mean   Options   that   are   granted   by   the
Committee  to  Participants.

     (d)     "Board"  shall  mean  the  Board  of  Directors  of  the  Company.

     (e)     "Cause" shall have the meaning set forth in Section 8(c)(1) hereof.

     (f)     "Change  in  Control"  shall  mean:

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             (1)     Any  person  (a "Person"), as such term is used in Sections
     13(d)  and 14(d) of 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.

     (g)     "Code"  shall  mean  the Internal Revenue Code of 1986, as amended.

     (h)     "Committee"   shall   mean  the  Executive  Compensation  Committee
appointed  by  the  Board  under  Section  5(a)  hereof.

     (i)     "Common  Stock"  shall  mean the common stock, par value $0.125 per
share,  of  the  Company.

     (j)     "Company"  shall  mean  Technitrol,  Inc.

     (k)     "Continuous  Service" shall mean the absence of any interruption or
termination  of  service  as  an  Employee.  Continuous  Service  shall  not  be
considered interrupted in the case of a leave of absence approved by the Company
or  by  a  Designated  Subsidiary,  or  in the case of transfers between payroll
locations  of the Company or between the Company, a Designated Subsidiary, or an
Affiliate.

     (l)     "Designated  Subsidiary"  shall  mean  any Affiliate which has been
designated  by  the  Committee  as  eligible  to  participate  in  the  Plan.

     (m)     "Disability"  shall  mean  a  Participant's  inability by reason of
mental  or  physical  incapacity  or illness to substantially perform his or her
duties to the Company or a Designated 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.

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     (n)     "Effective Date"  shall  have  the  meaning set forth in Section 13
hereof.

     (o)     "Employee"  shall  mean any person classified as an employee by the
Company  or  a  Designated  Subsidiary.

     (p)     "Exchange  Act"  shall mean the Securities Exchange Act of 1934, as
amended.

     (q)     "Exercise  Price"  shall mean the price per Optioned Share at which
an  Option  may  be  exercised.

     (r)     "Market  Value"  shall  mean  the  fair  market value of the Common
Stock,  as  determined  under  Section  7(b)  hereof.

     (s)     "Non-Employee  Director" shall mean any member of the Board who, at
the  time  discretion  under the Plan is exercised, is a "Non-Employee Director"
within  the  meaning  of  Rule  16b-3.

     (t)     "Option"  shall  mean  an  option  to  purchase  Shares.

     (u)     "Optioned  Shares"  shall  mean Shares subject to an Option granted
pursuant  to  this  Plan.

     (v)     "Outside  Director"  shall mean any member of the Board who, at the
time discretion under the Plan is exercised, is an "outside director" within the
meaning  of  Treas.  Reg.  Sec.1.162-27(e)(3).

     (w)     "Participant"  shall mean any person who receives an Award pursuant
to  the  Plan.

     (x)     "Plan"  shall  mean this amended and restated Technitrol, Inc. 2001
Stock Option Plan, as set forth herein and as further amended from time to time.

     (y)     "Rule  16b-3"  shall  mean  Rule  16b-3  of  the  General Rules and
Regulations  under  the  Exchange  Act.

     (z)     "Share"  shall  mean  one  share  of  Common  Stock.

     (aa)    "Year  of Service" shall mean a full 12-month period, measured from
the  date  of  an  Award  and  each  anniversary  of  that  date, during which a
Participant  has  not  terminated  Continuous  Service  for  any  reason.

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     3.      TERM  OF  THE  PLAN  AND  AWARDS.

     (a)     Term of the Plan.  The Plan shall continue in effect until June 30,
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2020,  unless  sooner terminated pursuant to Section 15 hereof.  No Awards shall
be  granted  under  the  Plan  after  June  30,  2020.

     (b)     Term  of  Awards.  The term of each of the Awards granted under the
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Plan shall  be  established  by the Committee, but shall not exceed seven years.

     4.      SHARES  SUBJECT  TO  THE  PLAN.

Shares deliverable pursuant to Awards may be (i) authorized but unissued Shares,
(ii)  Shares  held  in  treasury,  or  (iii)  Shares  reacquired by the Company,
including  Shares  purchased  on  the open market.  If any Awards should expire,
become  unexercisable,  or  be  forfeited  for  any  reason  without having been
exercised,  the Option Shares shall, unless the Plan shall have been terminated,
be  available  for  the  grant  of  additional  Awards  under  the  Plan.

     5.      ADMINISTRATION  OF  THE  PLAN.

     (a)     Composition  of  the  Committee.  The Plan shall be administered by
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the  Committee,  which shall consist of not fewer than two members of the Board,
all  of  whom are both Non-Employee Directors and Outside Directors.  Members of
the  Committee  shall  serve  at  the  pleasure  of  the  Board.

     (b)     Powers   of  the  Committee.  Except  as  limited  by  the  express
             ---------------------------
provisions  of  the  Plan  or by resolutions adopted by the Board, the Committee
shall have sole and complete authority and discretion (i) to select Participants
and  grant Awards, (ii) to determine the form and content of Awards to be issued
and  the form of Agreements 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)     Agreement. Each Award shall be evidenced by an Agreement containing
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such  provisions as may be approved by the Committee.  Each such Agreement shall
constitute a binding contract between the Company and the Participant, and every
Participant,  upon acceptance of such Agreement, shall be bound by the terms and
restrictions  of  the  Plan  and  of  such  Agreement.  The  terms  of each such
Agreement  shall  be in accordance with the Plan, but each Agreement may include
such  additional provisions and restrictions determined by the Committee, in its
discretion,  provided  that  such additional provisions and restrictions are not
inconsistent with the terms of the Plan.  In particular, the Committee shall set
forth  in  each  Agreement  (i)  the Exercise Price of the Option subject to the
Agreement, (ii) the number of Shares subject to, and the expiration date of, the
Award,  (iii) the manner, time and rate (cumulative or otherwise) of exercise or
vesting of such Award, and (iv) the restrictions, if any, to be placed upon such
Award,  or  upon  Shares  which  may  be  issued  upon  exercise  of such Award.

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The  Chairman of the Committee and such other directors and officers as shall be
designated  by  the  Committee  are  hereby  authorized to execute Agreements on
behalf  of  the  Company  and to cause them to be delivered to the recipients of
Awards.

     (d)     Effect of the Committee's Decisions.  All decisions, determinations
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and  interpretations  of  the  Committee  shall  be  final and conclusive on all
persons  affected  thereby.

     (e)     Indemnification.    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 Award granted hereunder to the full extent provided for
under the Company's governing instruments with respect to the indemnification of
directors.

     6.      GRANT  OF  OPTIONS.

Only  Employees  shall  be  eligible  to  receive  Awards.  In  selecting  those
Employees  to  whom  Awards  will be granted and the number of Shares covered by
such  Awards,  the  Committee  shall  consider  the  position,  duties  and
responsibilities  of  the eligible Employees, the value of their services to the
Company  or its Designated Subsidiaries, and any other factors the Committee may
deem  relevant.  In  no  event  shall  an  Employee receive a grant of an Option
during  any  single  fiscal  year  of  the Company for more than an aggregate of
500,000  Shares,  except  that  up to an additional 500,000 Shares ("Recruitment
Shares")  may be granted in one or more of the same fiscal years to a new senior
executive  in  the case of the Company's recruitment of such executive (subject,
in  either case, to adjustment as provided in Section 10 hereof).  The aggregate
number  of  Recruitment Shares under an Option(s) granted to a particular senior
executive  shall  not  exceed  500,000.

     7.      EXERCISE  PRICE  FOR  OPTIONS.

     (a)     Limits  on  Committee  Discretion.  The  Exercise  Price  for  each
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Optioned Share as to any particular Option shall not be less than 100 percent of
the  Market  Value  of  each  such  Optioned  Share  on  the  date  of  grant.

     (b)     Standards  for  Determining  Market  Value.  If the Common Stock is
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listed  on  a  national  securities  exchange  on the date in question, then the
Market  Value  per  Share shall be the closing price on such national securities
exchange  on  the  date  of  grant  of  the Award. If the Common Stock is traded
otherwise  than on a national securities exchange on the date of grant, then the
Market Value per Share shall be the mean between the bid and asked price on such
date,  or,  if  there  is  no bid and asked price on such date, then on the next
prior  business day on which there was a bid and asked price. If no such bid and
asked  price  is  available,  then  the Market Value per Share shall be its fair
market  value  as  determined  by  the  Committee,  in  its  sole  and  absolute
discretion.

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     (c)     No  Repricing.  The  Committee  shall  not  have  the  authority to
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decrease  the Exercise Price as to any particular Option without the approval of
the  shareholders  of  the  Company.

     8.      EXERCISE  OF  OPTIONS.

     (a)     Vesting.  Except  as  otherwise  determined  by  the  Committee, an
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Option  shall  become exercisable upon the Participant's completion of each Year
of Service after the grant of an Award as follows:  25 percent after one Year of
Service,  50 percent after two Years of Service, 75 percent after three Years of
Service,  and  100  percent  after  four  Years of Service.  Notwithstanding the
preceding  sentence,  an Option shall become 100 percent vested upon termination
of  the Participant's service due to Disability, death or retirement at or after
age  65.  An Option may not be exercised for a fractional Share.  The Committee,
in  its  discretion,  may  specify in an Award that the vesting of Option Shares
shall  accelerate  upon  the attainment by the Participant of certain enumerated
performance  goals  or  other terms and conditions specified by the Committee in
the  Agreement  at  the  time  of  the Award.  If a Participant elects to retire
before  age 65 but on or after his or her "early retirement date," as defined in
the Technitrol, Inc. Retirement Plan, or has his or her employment terminated by
the  Company,  other  than  for  Cause, prior to the completion of four Years of
Service  after  the  grant  of  an  Award,  the Participant shall be entitled to
pro-rata  vesting,  based  upon  the number of months elapsed since the grant of
such  Award  to  the  date  of  the  Employee's retirement or termination by the
Company,  divided  by 48.  The Committee may accelerate the exercise date of any
outstanding  Option,  in  its  discretion,  if  it deems such acceleration to be
desirable.

     (b)     Procedure  for  Exercise.  A  Participant  may  exercise an Option,
             ------------------------
subject  to  provisions  relative  to  its  termination  and  limitations on its
exercise,  only  by  (i) written (or, if permitted by the Committee, electronic)
notice  of  intent  to exercise the Option with respect to a specified number of
Shares, and (ii) payment to the Company (contemporaneously with delivery of such
notice)  in  cash of the full consideration of the Option Shares being exercised
and  all  applicable  withholding  taxes.  In  addition,  if  and  to the extent
authorized  by the Committee, a Participant exercising an Option may make all or
any  portion  of  any  payment  due to the Company upon exercise of an Option by
delivery  of any property (including securities of the Company) other than cash,
as  long  as such property constitutes valid consideration for the Option Shares
under  applicable  law.  The  Committee may, but need not, permit the payment of
applicable  withholding  taxes due upon exercise of an Option by the withholding
of  Shares  otherwise  issuable  upon exercise of the Option; provided, however,
that  the  Company  may  limit  the number of Shares withheld to satisfy the tax
withholding  requirements  to  the  extent necessary to avoid adverse accounting
consequences. Option Shares withheld in payment of such taxes shall be valued at
the  Market Value of the Common Stock on the date of exercise. The Committee may
impose  special  restrictions  on  the  use  of  Option  Shares  as  payment for
withholding  taxes  by  individuals  subject  to Section 16 of the Exchange Act.

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     (c)     Period  of  Exercisability. Except to the extent otherwise provided
             --------------------------
in  the  terms of an Agreement, or as determined by the Committee, an Option may
be  exercised, to the extent vested, by a Participant only while he or she is an
Employee and has maintained Continuous Service from the date of the grant of the
Option,  or within 60 days after termination of such Continuous Service (but not
later  than  the date on which the Option would otherwise expire), except if the
Employee's  Continuous  Service  terminates  by  reason  of  -

             (1)     Cause, which for purposes hereof shall have the meaning set
     forth  in  any  unexpired  employment  or  severance  agreement between the
     Participant and the Company or Designated 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 published rule or regulation of the Company
     or  a provision of the Company's Statement of Principles (as 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.  The  Participant's rights to exercise such Option shall expire on
     the  date  of  such  termination.

             (2)     Death,   in   which  case,  such  Option  of  the  deceased
     Participant  may be exercised within six months from the date of his or her
     death  (but  not  later  than  the date on which the Option would otherwise
     expire)  by  the  personal  representatives  of  his  or her estate, a duly
     established  trust  for  the  benefit  of  the participant's spouse, lineal
     ascendants  or  descendants, or person or persons to whom his or her rights
     under  such  Option  shall  have  passed  by will or by laws of descent and
     distribution.

             (3)     Disability,  in  which  case,  such Option may be exercised
     within  one  year  from  the  date  of  termination  of  employment  due to
     Disability, but not later than the date on which the Option would otherwise
     expire. In the event of the Participant's legal disability, such Option may
     be  exercised  by  the  Participant's  legal  representative.

             (4)     Retirement  on  or  after  the  "early  retirement age," as
     defined  in the Technitrol, Inc, Retirement Plan, in which case such Option
     may  be  exercised  within two years from the date on which the Participant
     retires,  but  not  later than the date on which the Option would otherwise
     expire.

     (d)     Effect of the Committee's Decisions.  The Committee's determination
             -----------------------------------
whether  a  Participant's  Continuous  Service  has  ceased  (or  whether  a
Participant's  service  has  been  terminated for Cause), and the effective date
thereof,  shall  be  final  and  conclusive  on  all  persons  affected thereby.

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     9.      CHANGE  IN  CONTROL.

Notwithstanding  the  provisions of any Award which provides for its exercise or
vesting  in  installments  or  upon  attainment  of performance criteria, upon a
Change  in  Control,  all  Options  shall  be  immediately exercisable and fully
vested.  In  the  event  of  a  Change  in  Control,  at  the  discretion of the
Committee,  a  Participant  may receive cash in an amount equal to the excess of
the  Market  Value  of the Common Stock subject to such Option over the Exercise
Price  of  such  Shares,  in exchange for the cancellation of such Option by the
Participant.

     10.     EFFECT  OF  CHANGES  IN  COMMON  STOCK  SUBJECT  TO  THE  PLAN.

     (a)     Recapitalizations,  Stock  Splits,  Etc.  The  number  and  kind of
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shares  reserved  for issuance under the Plan, and the number and kind of shares
subject  to  outstanding  Awards  and  the  Exercise  Price  thereof,  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,  together  with the Exercise Prices thereof, 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 Section, a
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Participant  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 Section, the
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issuance  by  the Company or an Affiliate of shares of stock of any class, or of
securities  convertible  into  Shares  or  stock  of  another class, for cash or
property  or  for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall  be  made  with  respect to, the number, class or Exercise Price of Shares
then  subject  to  Awards  or  reserved  for  issuance  under  the  Plan.

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     (e)     Section  409A.  No  proposed adjustment under this Section shall be
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made  if  such  adjustment  would  constitute  a  modification under Treas. Reg.
Sec.409A-1(b)(5)(v) or any successor thereto.

     11.     NON-TRANSFERABILITY OF AWARDS.

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
(and  in the case of will, descent or distribution, solely to give effect to the
provisions  of  Section  8(c)(2) hereof).  Notwithstanding the foregoing, or any
other  provision  of  this  Plan, the Committee, in its discretion, may permit a
Participant  to transfer Options to his or her spouse, lineal ascendants, lineal
descendants,  or  to  a duly established trust for the benefit of one or more of
these  individuals.  Options  so  transferred  may  thereafter  be  transferred,
subject to the approval of the Committee, only to the Participant who originally
received  the  grant  or to an individual or trust to whom the Participant could
have  initially  transferred the Option pursuant to this Section.  Options which
are  transferred pursuant to this Section shall be exercisable by the transferee
according  to  the  same  terms  and  conditions  as applied to the Participant.

     12.     TIME  OF  GRANTING  AWARDS.

The  date of grant of an Award shall, for all purposes, be the later of the date
on  which  the  Committee  makes  the  determination  to grant such Award or the
Effective  Date.  Notice of the determination shall be given to each Participant
to  whom  an Award is so granted within a reasonable time after the date of such
grant.

     13.     EFFECTIVE  DATE.

The  amended  and  restated  Plan  shall  become  effective as of March 1, 2010.

     14.     MODIFICATION  OF  AWARDS.

At  any  time,  and  from time to time, the Board may authorize the Committee to
direct  execution  of  an  instrument  providing  for  the  modification  of any
outstanding Award, provided that no such modification shall confer on the holder
of said Award any right or benefit which could not be conferred on him or her by
the  grant  of a new Award at such time, or impair the Award without the consent
of  the  holder  of  the  Award.

     15.     AMENDMENT  AND  TERMINATION  OF  THE  PLAN.

The Board may from time to time amend the terms of the Plan and, with respect to
any  Shares  at  the  time not subject to Awards, 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, the Code, or any other applicable law or regulation.

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No  amendment,  suspension or termination of the Plan shall, without the consent
of  any  affected holders of an Award, alter or impair any rights or obligations
under  any  Award  theretofore  granted.

     16.     CONDITIONS  UPON  ISSUANCE  OF  SHARES.

     (a)     Compliance  with Securities Laws.  Shares of Common Stock shall not
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be  issued  with  respect  to any Award unless the issuance and delivery of such
Shares  shall  comply  with  all  relevant provisions of law, including, without
limitation,  the  Securities  Act of 1933, as amended, the rules and regulations
promulgated  thereunder,  any  applicable  state  securities  law,  and  the
requirements  of  any  stock  exchange upon which the Shares may then be listed.

     (b)     Special  Circumstances.  The  inability  of  the  Company to obtain
             ----------------------
approval  from  any regulatory body or authority deemed by the Company's counsel
to  be  necessary  to the lawful issuance and sale of any Shares hereunder shall
relieve  the  Company of any liability in respect of the non-issuance or sale of
such  Shares.  As  a  condition  to  the  exercise of an Option, the Company may
require  the  person  exercising  the  Option  to  make such representations and
warranties  as  may be necessary to assure the availability of an exemption from
the  registration  requirements  of  federal  or  state  securities  law.

     (c)     Committee  Discretion.  The  Committee shall have the discretionary
             ---------------------
authority  to  impose  in  Agreements such restrictions on Shares as it may deem
appropriate or desirable, including but not limited to the authority to impose a
right  of  first  refusal  or  to  establish  repurchase rights or both of these
restrictions.

     17.     RESERVATION  OF  SHARES.

The  Company,  during  the  term  of the Plan, will reserve and keep available a
number  of  Shares  sufficient  to  satisfy  the  requirements  of  the  Plan.

     18.     WITHHOLDING  TAX.

The  Company's  obligation  to  deliver Shares upon exercise of Options shall be
subject  to  the Participant's satisfaction of all applicable federal, state and
local  income  and  employment  tax  withholding obligations.  The amount of the
withholding requirement shall be the applicable statutory minimum federal, state
or local income tax with respect to the Award on the date that the amount of tax
is  to  be  withheld.

     19.     NO  EMPLOYMENT  OR  OTHER  RIGHTS.

In  no  event shall an Employee's eligibility to participate or participation in
the  Plan  create  or  be  deemed  to create any legal or equitable right of the
Employee  to  continue service with the Company, a Designated Subsidiary, or any
Affiliate.  No  Employee  shall  have  a right to be granted an Award or, having
received an Award, the right again to be granted an Award.  However, an Employee
who  has  been  granted  an  Award  may,  if  otherwise  eligible, be granted an
additional  Award  or  Awards.

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<PAGE>

     20.     GOVERNING  LAW.

The  Plan  shall be governed by and construed in accordance with the laws of the
Commonwealth  of  Pennsylvania  (without  reference  to  the  principles  of the
conflict  of  laws),  except  to  the extent that federal law shall be deemed to
apply.

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