Letter Agreement between Technitrol, Inc. and Michael J. McGrath dated March 7, 2007

(b)          In the event that TNL terminates your employment on or before the Termination Date (as defined in Section 5 below) other than for cause (as defined in Section 4(i) of RSP II), or if in connection with a job relocation by TNL you voluntarily terminate your employment by choosing option (iii) set forth in paragraph (a) above, then you will be entitled to the following severance benefits: (i) payment of your base salary in effect on your termination date for a period of 12 months from your termination date, (ii) after such 12 month period, provided you have been actively seeking employment for a position comparable in scope of responsibility and overall compensation, continued payment of your base salary for up to an additional 6 months unless and until you obtain new employment, (iii) subject to approval by the compensation committee of TNL’s board of directors (which may grant or withhold such approval in its absolute discretion), vesting of 5 years of additional credited service under our Supplemental Executive Retirement Plan (SERP), and (iv) vesting of your outstanding RSP II awards at 100% subject to the terms and conditions of the plan document for RSP II. In order to receive the above severance benefits, you agree that you will sign TNL’s standard severance agreement releasing TNL and its related entities from all claims and demands. As is customary with TNL severance arrangements, you will also be eligible for the continuation of medical benefits during the applicable severance period, and COBRA benefits thereafter as permitted by law.

5.

Termination Date. For purposes of paragraph 4(b) of this letter, “Termination Date” shall mean the later of (i) December 31, 2009, or (ii) one year after a new CEO commences employment as successor to James M. Papada, III. No later than December 31, 2008, you and TNL mutually agree to review the contents of this letter, and to discuss whether any changes to the Termination Date or other provisions should be made as such time. This letter shall remain in effect until the Termination Date, after which time this letter shall terminate.

6.

At-Will Employment – Employment with TNL is an at-will relationship. This means that your employment is for no specific term and may be terminated either by you or by TNL at any time for any reason with or without cause. Neither this letter, nor any other document provided to you by TNL, is intended to create a contract of continuing employment, or to otherwise modify TNL’s employment at-will policy. By signing this letter, you acknowledge that any contrary representations which may have been made or may be made to you are superseded by this letter.

7.

Statement of Principles – As you know, TNL’s Statement of Principles (SOP) describes how we conduct business, treat our employees worldwide and work with our customers, vendors and suppliers. By signing this letter, you acknowledge that you have read and understood and agree to abide by our SOP.

8.

Contractual Obligations with Prior Employers – By signing this letter, you represent and warrant that you have no contractual obligation that would interfere with your employment at TNL and that you can perform all the duties and responsibilities of your position fully and completely consistent with this letter.