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                                                                     EXHIBIT 4.1
                                TECHNITROL, INC.

                          BOARD OF DIRECTORS STOCK PLAN

1. DEFINITIONS

As used herein, the following terms shall have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:

1.1 "BOARD" - means the Board of Directors of the Company.

1.2 "BUSINESS DAY" - means a day on which the New York Stock Exchange is open
for the conduct of normal business.

1.3 "COMPANY" - means Technitrol, Inc.

1.4 "FAIR MARKET VALUE" - means the per share closing price of the Stock as
reported by the principal national exchange upon which such Stock is traded (or
if not traded on a national exchange then the mean average between the bona fide
closing bid and ask prices).

1.5 "OUTSIDE DIRECTOR" - means any person who is a member of the Board and is
not employed by the Company or any subsidiary of the Company.

1.6 "PLAN" - means the Company's Board of Directors Stock Plan, the terms of
which are set forth herein.

1.7 "STOCK" - means the common stock of the Company.

2. ESTABLISHMENT AND PURPOSE OF PLAN

2.1 Establishment and Purpose of Plan. The Company hereby establishes the Plan
for the purpose of assisting the Company in attracting and retaining highly
qualified persons to serve as Directors on the Board and to provide such
Directors an incentive to contribute to the growth and development of the
Company through equity ownership in the Company.

2.2. Effective Date of Plan. The Plan will be effective on May 20, 1997, subject
to shareholder approval at the 1998 Annual Meeting of Shareholders.

2.3 Expiration of the Plan. The Plan shall terminate at the close of business on
the date of the Company Annual Meeting of the Shareholders in 2008 (the
"Expiration Date"), or such earlier date as the Board may determine pursuant to
Section 7 of the Plan, and no shares of Stock shall be granted after that date.

3. STOCK SUBJECT TO PLAN

3.1 Limitations. Subject to adjustment pursuant to the provisions of Section 3.2
hereof, the number of shares of Stock of the Company which may be granted under
the Plan shall not exceed 105,000 shares.

3.2 Adjustments; Anti-Dilution. If the outstanding shares of Stock of the
Company are hereafter changed or converted into or exchanged or exchangeable for
a different number or kind of shares or other securities of the Company or of
another corporation by reason of a reorganization, merger, consolidation,
recapitalization, reclassification, combination of shares, stock dividend, stock
split or reverse stock split, appropriate adjustment shall be made in the number
of shares and kind of stock which may be granted as provided in Section 3.1.

4. ADMINISTRATION OF THE PLAN

4.1. Administration by the Board. Subject to the provisions of the Plan, the
Plan shall be administered by the Board.

4.2 Powers and Duties. Except as otherwise provided in the Plan, the Board shall
have sole discretion and authority to

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interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, and to make all other determinations necessary or
advisable in the administration of the Plan.

4.3 Liability of the Board. No member of the Board shall be liable for any
action, determination or interpretation under any provision of the Plan or
otherwise if such action, determination or interpretation was done or made in
good faith by such member of the Board.

5. SHARES OF STOCK GRANTED UNDER THE PLAN

5.1 Eligibility. Outside Directors are eligible to participate in the Plan.

5.2 Grants.

(a) At the organizational meeting of the Board immediately following the 1998
Annual Meeting of Shareholders, the Board shall grant to each person who is an
Outside Director at the time of such Board meeting such number of shares of
Stock which equals $15,000 using the Fair Market Value of the Stock on the
Business Day immediately preceding the date of grant.

(b) At the organizational meeting of the Board immediately following the 1999
Annual Meeting of Shareholders, the Board shall grant to each Outside Director
at the time of such Board meeting such number of shares of Stock which equals
$20,000 using the Fair Market Value of the Stock on the Business Day immediately
preceding the date of grant.

(c) At the organizational meeting of the Board immediately following the 2000
Annual Meeting of Shareholders and each Annual Meeting of Shareholders
thereafter, the Board shall grant to each Outside Director at the time of such
Board meeting such number of shares of Stock which equals $25,000 using the Fair
Market Value of the Stock on the Business Day immediately preceding the date of
grant.

5.3 Shares Awarded. The shares of Stock awarded hereunder shall be issued to the
Outside Directors in their own names, with all attendant rights of a shareholder
of the Company.

5.4 Right as a Director. Neither the Plan, nor the granting of any shares of
Stock hereunder, nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or undertaking, express or implied,
that the Company will retain any director for any period of time, or at any
particular rate of compensation, or with any other benefits whatsoever.

6. DELIVERY OF STOCK CERTIFICATES

6.1 The Company shall not be required to issue or deliver any certificate for
shares of Stock granted hereunder prior to the fulfillment of any of the
following conditions which may, from time to time, be applicable to the issuance
of shares of Stock hereunder:

(a) Listing of Shares. The admission of such shares of Stock to listing on (i)
all stock exchanges on which the Stock of the Company is then listed or (ii) the
National Association of Securities Dealers Automated Quotation System.

(b) Registration and/or Qualification. (i) Receipt by the Secretary of the
Company from the Outside Director or his heirs and assigns of such documents as
the Company shall deem necessary to determine whether registration of the shares
of Stock is required under the Securities Act of 1933, as amended (the "Act"),
or to comply with such Act or any other law and (ii) the completion of any
registration or other qualification of such shares of Stock under any federal or
state securities laws or under the regulations promulgated by the Securities and
Exchange Commission or any other federal or state governmental regulatory body,
which the Board shall deem necessary or advisable. The Company shall in no event
be obligated to register the shares of Stock granted to any Outside Director
pursuant to this Plan under the Act or any state securities laws.

(c) Approval or Clearance. The obtaining of any approval or clearance from any
federal or state governmental agency which the Board shall determine to be
necessary or advisable.

(d) Reasonable Lapse of Time. The lapse of such reasonable period of time
following the grant of shares of Stock hereunder as the Board may establish from
time to time for reasons of administrative convenience.

7. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

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7.1 The Board has the right to terminate the Plan at any time. The Board also
has the right to amend or modify the Plan at any time or from time to time,
subject to applicable laws, regulations and exchange requirements; provided,
however, the Board may not, without further shareholder approval:

(a) except as contemplated in Section 3.2 of the Plan, increase the total number
of shares of Stock subject to the Plan;

(b) make any amendments or modifications unless the Board determines any such
amendment or modification would not materially increase the cost of the Plan to
the Company; or

(c) continue the Plan in effect beyond the Expiration Date.

8. MISCELLANEOUS

8.1 Plan Binding on the Successors. The Plan shall be binding upon the
successors and assigns of the Company.

8.2 Withholding Taxes. Whenever Federal, state and local tax is due on the grant
of shares of Stock under this Plan, the Company may require the Outside Director
to remit an amount sufficient to satisfy Federal, state and local withholding
taxes prior to the delivery of any certificate for such shares.

8.3 Stock Ownership Requirement. The value of shares of Stock awarded under this
Plan shall not be counted in determining whether an Outside Director has met his
or her Stock ownership requirements as determined by the Board from time to
time.