TECHNITROL INC
AMENDED AND RESTATED SHORT-TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>4
<FILENAME>d60158_ex10-15.txt
<DESCRIPTION>AMENDED AND RESTATED SHORT-TERM INCENTIVE PLAN
<TEXT>

                                                                   Exhibit 10.15

                 Amended and Restated Short-Term Incentive Plan

      A.    Purpose

Establish and reinforce an entrepreneurial culture which values smart
risk-taking and continuous innovation to maximize operating results and
shareholder value. This executive compensation philosophy is best described as
"high risk, high reward".

      B.    Short-Term Incentive Plan (STIP)

            1.    Targets for Economic Profit (EP), Net Operating Profit (NOP)
                  and Earnings Per Share (EPS) are established annually as part
                  of the Fall Contract and Spring Update. Targets must be
                  achieved after payment of STIP and charges for restricted
                  stock and stock options.

            2.    STIP has one funding pool based on:

                  a.    EP and NOP for the two Business Segments (AMI DODUCO and
                        Pulse).

                  b.    EP and EPS for Technitrol Corporate.

            3.    Achievement of the targets for EP, NOP and EPS (net of all
                  bonuses paid) creates one pool for eligible and participating
                  executives. The amount of the pool is based on business
                  performance, specific incentive targets for each executive and
                  individual executive performance. This one incentive pool is
                  created by multiplying each executive's base salary times the
                  incentive percentage designated by Technitrol's external
                  compensation consultant for each position. The intention of
                  the BOD's Compensation Committee is to award the entire pool,
                  once earned; but it (the Compensation Committee) retains the
                  discretion to raise or lower the pool total, as dictated by
                  overall business performance. STIP, if earned, is paid twice a
                  year as follows:

                  a.    Less than 80% of Target, no STIP Payout.

                  b.    Greater than 80%, but less than 100% of Target, STIP
                        Payout = 40% of full STIP.

                  c.    100% of Target, STIP Payout = 100% of full STIP.

                  d.    Greater than 100% of Target up to 120% of Target, STIP
                        Payout = 200% of full STIP.

            4.    Individual performance modifiers of 0-150% of target award can
                  be applied at management discretion. The sum of the individual
                  modifiers will not exceed 10% of the aggregate pool amounts
                  (i.e., 110% of the calculated, earned pool).


                                       1
<PAGE>

            5.    Targets for EP, NOP and EPS vary semi-annually. Payouts for
                  the 1H of each year are tied to the Fall Contract; and STIP
                  awards, if earned, for the 2H are tied to the Spring Update.

            6.    The Compensation Committee approves the pool total, when
                  earned and calculated.

            7.    The CEO recommends to the Committee awards for the corporate
                  officers and the two Segment presidents. The Compensation
                  Committee reviews and approves the STIP awards for the CEO and
                  corporate officers.

            8.    The President of each Segment allocates the pool for his
                  executives based on their targets and performance, in
                  consultation with the CEO.

            9.    The Segments may establish incentive plans for employees below
                  the level of the 31 executives in the STIP Plan.


                                       2

</TEXT>
</DOCUMENT>
