Plan For Salaried Employees - C&D TECHNOLOGIES INC - 4-15-2004 by CHP-Agreements

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									Exhibit 10.11 THIRD AMENDMENT TO THE C&D TECHNOLOGIES, INC. PENSION PLAN FOR SALARIED EMPLOYEES THIS THIRD AMENDMENT is made on this 19th of March 2004, by C&D Technologies, Inc., a corporation duly organized and existing under the laws of the State of Pennsylvania (hereinafter called the "Company"). INTRODUCTION WHEREAS, the Company maintains the C&D Technologies, Inc. Pension Plan for Salaried Employees (the "Salaried Plan"). WHEREAS, the Company desires to amend the Plan to comply with the Internal Revenue Service's final regulations concerning special rules under Internal Revenue Code Section 417(a)(7) for written explanations provided by qualified retirement plans after annuity starting dates. WHEREAS, the Company also desires to amend the Plan to reflect a change in the minimum distribution rules required by the Internal Revenue Service pursuant to Revenue Procedure 2002-29 to maintain the tax-qualified status of the Plan. AMENDMENT NOW, THEREFORE, effective January 1, 2004, the Company hereby amends the Plan as follows: 1. By deleting the existing Section 1.11 and substituting therefor the following: "1.11 Annuity Starting Date The first day of the period after delivery to a Member of the written explanation required by Plan Section 6.3(b), for which an amount is scheduled to commence as an annuity or in any other form. If pension payments in any form are suspended after the Normal Retirement Date in accordance with Plan Section 11.6, the recommencement of pension payments shall not be treated as a new `Annuity Starting Date.'"

2. By deleting Section 4.7 effective January 1, 2003 and substituting therefor the following: "4.7 Code Section 401(a)(9) Provisions (a) General Rules. (1) Effective Date and Precedence. The provisions of this Section 4.7 will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. The provisions of this Section 4.7 will take precedence over any inconsistent provisions of the Plan. (2) Requirements of Treasury Regulations Incorporated. All distributions required under this Section 4.7 will be determined and made in accordance with the Treasury Regulations promulgated under Code Section 401(a)(9). (3) TEFRA Section 242(b)(2) Elections. Notwithstanding the provisions of this Section 4.7, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. (b) Time and Manner of Distribution.

2. By deleting Section 4.7 effective January 1, 2003 and substituting therefor the following: "4.7 Code Section 401(a)(9) Provisions (a) General Rules. (1) Effective Date and Precedence. The provisions of this Section 4.7 will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. The provisions of this Section 4.7 will take precedence over any inconsistent provisions of the Plan. (2) Requirements of Treasury Regulations Incorporated. All distributions required under this Section 4.7 will be determined and made in accordance with the Treasury Regulations promulgated under Code Section 401(a)(9). (3) TEFRA Section 242(b)(2) Elections. Notwithstanding the provisions of this Section 4.7, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA. (b) Time and Manner of Distribution. (1) Required Beginning Date. The Member's entire interest will be distributed, or begin to be distributed, to the Member no later than the Member's Required Beginning Date. (2) Death of Member Before Distributions Begin. If the Member dies before distributions begin, the Member's entire interest will be distributed, or begin to be distributed, no later than as follows: (i) If the Member's Spouse is the Member's sole Designated Beneficiary, then distributions to the Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70 1/2, if later. (ii) If the Member's Spouse is not the Member's sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

(iii) If there is no Designated Beneficiary as of September 30 of the year following the year of the Member's death, the Member's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member's death. (iv) If the Member's Spouse is the Member's sole Designated Beneficiary and the Spouse dies after the Member but before distributions to the Spouse begin, this Subsection (b)(2), other than this Subsection (b)(2)(i), will apply as if the Spouse were the Member. For purposes of this Subsection (b)(2) and Subsection (e) of Section 4.7, unless Subsection (b)(2)(iv) of this Section 4.7 applies, distributions are considered to begin on the Member's Required Beginning Date. If Subsection (b)(2) of this Section 4.7 applies, distributions are considered to begin on the date distributions are required to begin to the Spouse under Subsection (b)(2)(i) of this Section 4.7. If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member's Required Beginning Date (or to the Member's Spouse before the date distributions are required to begin to the Spouse under Section (b)(2)(i)), the date distributions are considered to begin is the date distributions actually commence. (3) Form of Distribution. Unless the Member's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year, distributions will be made in accordance with Subsections (c), (d) and (e) of this Section 4.7. If the Member's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and Treasury

(iii) If there is no Designated Beneficiary as of September 30 of the year following the year of the Member's death, the Member's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member's death. (iv) If the Member's Spouse is the Member's sole Designated Beneficiary and the Spouse dies after the Member but before distributions to the Spouse begin, this Subsection (b)(2), other than this Subsection (b)(2)(i), will apply as if the Spouse were the Member. For purposes of this Subsection (b)(2) and Subsection (e) of Section 4.7, unless Subsection (b)(2)(iv) of this Section 4.7 applies, distributions are considered to begin on the Member's Required Beginning Date. If Subsection (b)(2) of this Section 4.7 applies, distributions are considered to begin on the date distributions are required to begin to the Spouse under Subsection (b)(2)(i) of this Section 4.7. If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member's Required Beginning Date (or to the Member's Spouse before the date distributions are required to begin to the Spouse under Section (b)(2)(i)), the date distributions are considered to begin is the date distributions actually commence. (3) Form of Distribution. Unless the Member's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year, distributions will be made in accordance with Subsections (c), (d) and (e) of this Section 4.7. If the Member's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and Treasury Regulations promulgated thereunder. Any part of the Member's interest which is in the form of an individual account as described in Code Section 414(k) will be distributed in a manner satisfying the requirements of Code Section 401(a)(9) and Treasury Regulations promulgated thereunder that apply to individual accounts. (c) Determination of Amount to be Distributed Each Year. (1) General Annuity Requirements. If the Member's interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the following requirements: (i) the annuity distributions will be paid in periodic payments made at intervals not longer than one year;

(ii) the distribution period will be over a life (or lives) or over a period certain not longer than the period described in Subsection (d) or (e) of this Section 4.7; (iii) once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted; (iv) payments will either be nonincreasing or increase only as follows: (A) by an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics; (B) to the extent of the reduction in the amount of the Member's payments to provide for a survivor benefit upon death, but only if the Beneficiary whose life was being used to determine the distribution period described in Subsection (d) of this Section 4.7 dies or is no longer the Member's Beneficiary pursuant to a qualified domestic relations order within the meaning of Code Section 414(p); (C) to provide cash refunds of employee contributions upon the Member's death; or (D) to pay increased benefits that result from a Plan amendment. (2) Amount Required to be Distributed by Required Beginning Date. The amount that must be distributed on or before the Member's Required Beginning Date (or, if the Member dies before distributions begin, the date

(ii) the distribution period will be over a life (or lives) or over a period certain not longer than the period described in Subsection (d) or (e) of this Section 4.7; (iii) once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted; (iv) payments will either be nonincreasing or increase only as follows: (A) by an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics; (B) to the extent of the reduction in the amount of the Member's payments to provide for a survivor benefit upon death, but only if the Beneficiary whose life was being used to determine the distribution period described in Subsection (d) of this Section 4.7 dies or is no longer the Member's Beneficiary pursuant to a qualified domestic relations order within the meaning of Code Section 414(p); (C) to provide cash refunds of employee contributions upon the Member's death; or (D) to pay increased benefits that result from a Plan amendment. (2) Amount Required to be Distributed by Required Beginning Date. The amount that must be distributed on or before the Member's Required Beginning Date (or, if the Member dies before distributions begin, the date distributions are required to begin under Subsection (b)(2)(i) or (ii) of this Section 4.7) is the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received (e.g., bimonthly, monthly, semi-annually, or annually). All of the Member's benefit accruals as of the last day of the first Distribution Calendar Year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Member's Required Beginning Date.

(3) Additional Accruals After First Distribution Calendar Year. Any additional benefits accruing to the Member in a calendar year after the first Distribution Calendar Year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues. (d) Requirements for Annuity Distributions that Commence During Member's Lifetime. (1) Joint Life Annuities Where the Beneficiary Is Not the Member's Spouse. If the Member's interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Member and a nonspouse Beneficiary, annuity payments to be made on or after the Member's Required Beginning Date to the Designated Beneficiary after the Member's death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Member using the table set forth in Q&A-2 of Treasury Regulation Section 1.401(a)(9)-6T. If the form of distribution combines a joint and survivor annuity for the joint lives of the Member and a nonspouse Beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the Designated Beneficiary after the expiration of the period certain. (2) Period Certain Annuities. Unless the Member's Spouse is the sole Designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Member's lifetime may not exceed the applicable distribution period for the Member under the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9 for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Member reaches age 70, the applicable distribution period for the Member is the distribution period for age 70 under the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9 plus the excess of 70 over the age of the Member as of the Member's birthday in the year that contains the annuity starting date. If the Member's Spouse is the Member's sole Designated Beneficiary and the form of distribution is a period certain and no life annuity, the

(3) Additional Accruals After First Distribution Calendar Year. Any additional benefits accruing to the Member in a calendar year after the first Distribution Calendar Year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues. (d) Requirements for Annuity Distributions that Commence During Member's Lifetime. (1) Joint Life Annuities Where the Beneficiary Is Not the Member's Spouse. If the Member's interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Member and a nonspouse Beneficiary, annuity payments to be made on or after the Member's Required Beginning Date to the Designated Beneficiary after the Member's death must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Member using the table set forth in Q&A-2 of Treasury Regulation Section 1.401(a)(9)-6T. If the form of distribution combines a joint and survivor annuity for the joint lives of the Member and a nonspouse Beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the Designated Beneficiary after the expiration of the period certain. (2) Period Certain Annuities. Unless the Member's Spouse is the sole Designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Member's lifetime may not exceed the applicable distribution period for the Member under the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9 for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Member reaches age 70, the applicable distribution period for the Member is the distribution period for age 70 under the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9 plus the excess of 70 over the age of the Member as of the Member's birthday in the year that contains the annuity starting date. If the Member's Spouse is the Member's sole Designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain may not exceed the longer of the Member's applicable distribution period, as determined under this Section 4(b), or the joint life and last survivor expectancy of the Member and the Member's Spouse as determined under the Joint and Last Survivor Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the attained ages of the Member and the Member's Spouse as of the birthday of the Member and the Member's Spouse in the calendar year that contains the annuity starting date.

(e) Requirements for Minimum Distributions Where Member Dies Before Date Distributions Begin (1) Member Survived by Designated Beneficiary. If the Member dies before the date distribution of his or her interest begins and there is a Designated Beneficiary, the Member's entire interest will be distributed, beginning no later than the time described in Subsection (b)(2)(i) or (ii) of this Section 4.7, over the life of the Designated Beneficiary or over a period certain not exceeding: (i) unless the annuity starting date is before the first Distribution Calendar Year, the Life Expectancy of the Designated Beneficiary determined using the Beneficiary's age as of the Beneficiary's birthday in the calendar year immediately following the calendar year of the Member's death; or (ii) if the annuity starting date is before the first Distribution Calendar Year, the Life Expectancy of the Designated Beneficiary determined using the Beneficiary's age as of the Beneficiary's birthday in the calendar year that contains the annuity starting date. (2) No Designated Beneficiary. If the Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member's death, distribution of the Member's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member's death. (3) Death of Surviving Spouse Before Distributions to Surviving Spouse Begin. If the Member dies before the date distribution of his or her interest begins, the Member's Spouse is the Member's sole Designated Beneficiary, and the Spouse dies before distributions to the Spouse begin, this Subsection (e) will apply as if the Spouse were the Member, except that the time by which distributions must begin will be determined without regard to Subsection (b)(2)(i) of this

(e) Requirements for Minimum Distributions Where Member Dies Before Date Distributions Begin (1) Member Survived by Designated Beneficiary. If the Member dies before the date distribution of his or her interest begins and there is a Designated Beneficiary, the Member's entire interest will be distributed, beginning no later than the time described in Subsection (b)(2)(i) or (ii) of this Section 4.7, over the life of the Designated Beneficiary or over a period certain not exceeding: (i) unless the annuity starting date is before the first Distribution Calendar Year, the Life Expectancy of the Designated Beneficiary determined using the Beneficiary's age as of the Beneficiary's birthday in the calendar year immediately following the calendar year of the Member's death; or (ii) if the annuity starting date is before the first Distribution Calendar Year, the Life Expectancy of the Designated Beneficiary determined using the Beneficiary's age as of the Beneficiary's birthday in the calendar year that contains the annuity starting date. (2) No Designated Beneficiary. If the Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member's death, distribution of the Member's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member's death. (3) Death of Surviving Spouse Before Distributions to Surviving Spouse Begin. If the Member dies before the date distribution of his or her interest begins, the Member's Spouse is the Member's sole Designated Beneficiary, and the Spouse dies before distributions to the Spouse begin, this Subsection (e) will apply as if the Spouse were the Member, except that the time by which distributions must begin will be determined without regard to Subsection (b)(2)(i) of this Section 4.7. (f) Definitions. As used in this Section 4.7, the following words and phrases shall have the meaning set forth below: (1) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 1.14 of the Plan and is the Designated Beneficiary under Code Section 401(a)(9) and Treasury Regulation Section 1.401(a)(9)-1, Q&A-4.

(2) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Member's death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member's Required Beginning Date. For distributions beginning after the Member's death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Subsection (b)(2) of this Section 4.7. (3) Life Expectancy. Life Expectancy as computed by use of the Single Life Table in Treasury Regulations Section 1.401(a)(9)-9. (4) Required Beginning Date. The April 1st following the later of the calendar year in which the Member attains 70 1/2 or terminates employment with the Related Companies; provided, however, that if the Member is a "5% owner" (as defined in Code Section 416), the required beginning date is April 1st following the calendar year in which the member attains 70 1/2." 3. By replacing the phrase "Annuity Starting Date" wherever it appears in Section 5.2 with the phrase "date benefits actually commence." 4. By replacing the phrase "Annuity Starting Date" wherever it appears in Section 6.2 with the phrase "date benefits actually commence." 5. By deleting the existing last sentence of Section 6.3(a) and substituting therefor the following:

(2) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Member's death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member's Required Beginning Date. For distributions beginning after the Member's death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Subsection (b)(2) of this Section 4.7. (3) Life Expectancy. Life Expectancy as computed by use of the Single Life Table in Treasury Regulations Section 1.401(a)(9)-9. (4) Required Beginning Date. The April 1st following the later of the calendar year in which the Member attains 70 1/2 or terminates employment with the Related Companies; provided, however, that if the Member is a "5% owner" (as defined in Code Section 416), the required beginning date is April 1st following the calendar year in which the member attains 70 1/2." 3. By replacing the phrase "Annuity Starting Date" wherever it appears in Section 5.2 with the phrase "date benefits actually commence." 4. By replacing the phrase "Annuity Starting Date" wherever it appears in Section 6.2 with the phrase "date benefits actually commence." 5. By deleting the existing last sentence of Section 6.3(a) and substituting therefor the following: "Provided that the Member receives the explanation of the Qualified Joint and Survivor Pension prior to such Member's Annuity Starting Date, a Member may elect to waive the thirty (30) day minimum notice period by delivering to the Plan Administrator a form prescribed by the Plan Administrator for such purpose, provided, however, that such Member may revoke such waiver within seven (7) days of its receipt by the Plan Administrator." 6. By deleting the existing first paragraph of Section 6.4 and substituting therefor the following: "In lieu of the Normal Form of Payment or Alternate Normal Form of Payment, a Member other than a Vested Member (except for the provisions of Plan Section 6.8) or a Member retiring on a disability retirement may elect an optional form of payment, subject to the provisions of Plan Section 6.3. The optional form of benefit will be the Actuarial Equivalent of the Normal Form of Payment by application of the reduction factors described in Appendix A. A Member may also change or revoke an election previously made, subject to the spousal consent provisions of Plan Section 6.3. A written application to elect, change or revoke an optional form of payment must be filed by the Member prior to the Member's Annuity Starting Date, or if the conditions of Section 6.13 are met, the Member's `Retroactive Annuity Starting Date.' The optional forms of benefit are:"

7. By replacing the phrase "Annuity Starting Date" wherever it appears in Section 6.5 with the phrase "date benefits actually commence." 8. By deleting the existing Section 6.6 and substituting therefor the following: "6.6 Life Annuity with 120 Monthly Payments Guaranteed Option (a) Under the Life Annuity with 120 Monthly Payments Guaranteed Option, a Member may elect to receive a reduced retirement benefit by application of the reduction factor described in Appendix A payable for life provided, however, that subsequent to the Annuity Starting Date, or, if applicable, the `Retroactive Annuity Starting Date' as described in Section 6.13, not less than 120 monthly payments of such reduced retirement benefit payments shall be made to the Member and/or the Beneficiary named by the Member. A Member may name one or more contingent Beneficiaries to receive the benefits under this Option in the event of the death of the primary Beneficiary. (b) In the event of the death of both the Member and designated Beneficiary, subsequent to the Annuity Starting Date, or, if applicable, the `Retroactive Annuity Starting Date' as described in Section 6.13, and before all the

7. By replacing the phrase "Annuity Starting Date" wherever it appears in Section 6.5 with the phrase "date benefits actually commence." 8. By deleting the existing Section 6.6 and substituting therefor the following: "6.6 Life Annuity with 120 Monthly Payments Guaranteed Option (a) Under the Life Annuity with 120 Monthly Payments Guaranteed Option, a Member may elect to receive a reduced retirement benefit by application of the reduction factor described in Appendix A payable for life provided, however, that subsequent to the Annuity Starting Date, or, if applicable, the `Retroactive Annuity Starting Date' as described in Section 6.13, not less than 120 monthly payments of such reduced retirement benefit payments shall be made to the Member and/or the Beneficiary named by the Member. A Member may name one or more contingent Beneficiaries to receive the benefits under this Option in the event of the death of the primary Beneficiary. (b) In the event of the death of both the Member and designated Beneficiary, subsequent to the Annuity Starting Date, or, if applicable, the `Retroactive Annuity Starting Date' as described in Section 6.13, and before all the guaranteed payments have been made to the Member and/or Beneficiary, the commuted value determined in accordance with Appendix A of the remainder of the 120 guaranteed payments shall be paid in a lump sum; (i) to the designated contingent Beneficiary if living, or (ii) if no contingent Beneficiary is designated or living, to the estate of the last to survive of the Member or the Beneficiary." 9. By adding the following new Section 6.13: "6.13 Retroactive Annuity Starting Date Notwithstanding any other provisions of the Plan, if the requirements of this Section 6.13 are met, a Member may elect to receive his benefit based on his `Retroactive Annuity Starting Date' in any form of payment under the Plan with the exception of a lump sum under Plan Section 6.8. A Member's Retroactive Annuity Starting Date is a date for which benefit payments under the Plan

may commence that occurs on or before the date the written explanation required by Plan Section 6.3(a) is provided to the Member. The future periodic payments made to a Member who elects the Retroactive Annuity Starting Date must be the same as the future periodic payments that would have been paid to the Member had the payments actually commenced on the Retroactive Annuity Starting Date. The first payment to a Member who elects a Retroactive Annuity Starting Date shall be equal to such Member's monthly annuity payment plus an amount equal to each monthly annuity payment missed during the period from the Retroactive Annuity Starting Date to the date of the actual payment, plus interest based on the interest rate used to determine Actuarial Equivalent under the Plan through the actual date in which annuity payments actually commence. In the event that the Member's election of the Retroactive Annuity Starting Date would reduce monthly payment of the survivor annuity payable to the Member's Spouse, then the Member's election of a Retroactive Annuity Starting Date will require the Spouse's written consent in the form and manner described in Section 6.3(b). For the purposes of this Section 6.13, the person who constitutes a Member's Spouse shall be determined on the date the first payment is made to the Member pursuant to his election of a Retroactive Annuity Starting Date. The distribution of the Member's benefits pursuant to the elected Retroactive Annuity Starting Date must satisfy the requirements of Plan Section 5.4 as of such Retroactive Annuity Starting Date. In the event that the Retroactive Starting Date elected by a Member is more than twelve months prior the date distribution actually

may commence that occurs on or before the date the written explanation required by Plan Section 6.3(a) is provided to the Member. The future periodic payments made to a Member who elects the Retroactive Annuity Starting Date must be the same as the future periodic payments that would have been paid to the Member had the payments actually commenced on the Retroactive Annuity Starting Date. The first payment to a Member who elects a Retroactive Annuity Starting Date shall be equal to such Member's monthly annuity payment plus an amount equal to each monthly annuity payment missed during the period from the Retroactive Annuity Starting Date to the date of the actual payment, plus interest based on the interest rate used to determine Actuarial Equivalent under the Plan through the actual date in which annuity payments actually commence. In the event that the Member's election of the Retroactive Annuity Starting Date would reduce monthly payment of the survivor annuity payable to the Member's Spouse, then the Member's election of a Retroactive Annuity Starting Date will require the Spouse's written consent in the form and manner described in Section 6.3(b). For the purposes of this Section 6.13, the person who constitutes a Member's Spouse shall be determined on the date the first payment is made to the Member pursuant to his election of a Retroactive Annuity Starting Date. The distribution of the Member's benefits pursuant to the elected Retroactive Annuity Starting Date must satisfy the requirements of Plan Section 5.4 as of such Retroactive Annuity Starting Date. In the event that the Retroactive Starting Date elected by a Member is more than twelve months prior the date distribution actually commences, then the distribution of benefits elected by the Member must also satisfy the requirements of Plan Section 5.4 as of the date distribution commences. The Plan Administrator shall provide each Member who elects a Retroactive Annuity Starting Date with the written explanation required under Plan Section 6.3(a) at least thirty (30) days and not earlier than ninety (90) days prior to the date the Member's benefits actually commence. The election of a Retroactive Annuity Starting Date and the optional form of Pension, if applicable, shall be in writing on a form approved by the Plan Administrator and submitted to the Plan Administrator, and shall become effective on the date benefits actually commence." 10. By deleting the existing Section 7.1(d) and substituting therefor the following:

"(d) Upon receipt of retirement benefits the Member shall become a Retired Member and, in accordance with Article VI, there shall be payable a monthly Normal Form of retirement benefit equal to such Member's Accrued Benefit, reduced by 1/2 of 1% for each completed month by which the Annuity Starting Date, or, if applicable, the `Retroactive Annuity Starting Date' as described in Section 6.13, precedes the Member's Normal Retirement Date." Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this Third Amendment. IN WITNESS WHEREOF, the Company has executed this Third Amendment as of the day and year first above written. COMPANY: C&D TECHNOLOGIES, INC.
By: /s/ Kevin D. Burgess ----------------------------------------

Title: VP Human Resouces -------------------------------------

"(d) Upon receipt of retirement benefits the Member shall become a Retired Member and, in accordance with Article VI, there shall be payable a monthly Normal Form of retirement benefit equal to such Member's Accrued Benefit, reduced by 1/2 of 1% for each completed month by which the Annuity Starting Date, or, if applicable, the `Retroactive Annuity Starting Date' as described in Section 6.13, precedes the Member's Normal Retirement Date." Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this Third Amendment. IN WITNESS WHEREOF, the Company has executed this Third Amendment as of the day and year first above written. COMPANY: C&D TECHNOLOGIES, INC.
By: /s/ Kevin D. Burgess ----------------------------------------

Title: VP Human Resouces -------------------------------------

Exhibit 10.12 C&D TECHNOLOGIES, INC. Supplemental Executive Retirement Plan as of February 27, 2004 (compiled to reflect all amendments) WHEREAS, C&D TECHNOLOGIES, INC. has adopted the C&D TECHNOLOGIES, INC. Supplemental Executive Retirement Plan, effective as of September 30, 1997, in order to provide supplemental retirement income to Executives whose benefits have been restricted under the Pension Plan and the Savings Plan. WHEREAS, C&D TECHNOLOGIES, INC., intends that the Plan be a nonqualified supplemental executive retirement plan to provide supplemental retirement income to certain employees who are considered part of a "select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a) (3) and 401(a)(1) of ERISA, whose benefits under the Pension Plan and the Savings Plan have been restricted by federal law. WHEREAS, C&D TECHNOLOGIES, INC. for ease of reference, desires to compile all modifications to the Plan as of February 27, 2004. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the terms of the Plan are as follows: 1. Definitions. For purposes of this Plan, the following definitions apply: (a) "Actuarial Equivalent" means an amount equal in value on an actuarial basis, as determined by an actuary selected by the Committee, based upon the UP-84 mortality table (unisex) with no setback and an annual interest rate of 7 1/4%. (b) "Affiliate" means any company or other entity, presently or in the future existing, which is affiliated with the Company within the meaning of Sections 414(b), (c), (m) and (o) of the Code. (c) "Board" means the Board of Directors of the Company.

Exhibit 10.12 C&D TECHNOLOGIES, INC. Supplemental Executive Retirement Plan as of February 27, 2004 (compiled to reflect all amendments) WHEREAS, C&D TECHNOLOGIES, INC. has adopted the C&D TECHNOLOGIES, INC. Supplemental Executive Retirement Plan, effective as of September 30, 1997, in order to provide supplemental retirement income to Executives whose benefits have been restricted under the Pension Plan and the Savings Plan. WHEREAS, C&D TECHNOLOGIES, INC., intends that the Plan be a nonqualified supplemental executive retirement plan to provide supplemental retirement income to certain employees who are considered part of a "select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a) (3) and 401(a)(1) of ERISA, whose benefits under the Pension Plan and the Savings Plan have been restricted by federal law. WHEREAS, C&D TECHNOLOGIES, INC. for ease of reference, desires to compile all modifications to the Plan as of February 27, 2004. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the terms of the Plan are as follows: 1. Definitions. For purposes of this Plan, the following definitions apply: (a) "Actuarial Equivalent" means an amount equal in value on an actuarial basis, as determined by an actuary selected by the Committee, based upon the UP-84 mortality table (unisex) with no setback and an annual interest rate of 7 1/4%. (b) "Affiliate" means any company or other entity, presently or in the future existing, which is affiliated with the Company within the meaning of Sections 414(b), (c), (m) and (o) of the Code. (c) "Board" means the Board of Directors of the Company. (d) "Cause" means (i) in the case where there is no employment or consulting agreement between the Company or an Affiliate and Executive, or where there is an employment or consulting agreement, but such agreement does not define cause (or words of like import), termination due to Executive's fraud, willful misconduct, gross negligence with respect to the Company or an Affiliate, or Executive's conviction of a felony; or (ii) in the case where there is an employment or consulting agreement between the Company or an Affiliate and Executive, termination that is or would be deemed to be for cause (or words of like import) as defined under such agreement. The Committee shall have sole discretion to determine whether Cause exists, and its determination shall be final, binding and conclusive.

(e) "Change of Control" means the occurrence of any of the following: (i) any person (as defined in Section 3(a) (9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof), excluding the Company, any Subsidiary and any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including any trustee of any such plan acting in his or her capacity as trustee), but including a "group" as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of the Company having at least thirty percent (30%) of the total number of votes that may be cast for the election of directors of the Company; (ii) the shareholders of the Company shall approve any merger or other business combination of the Company, sale of all or substantially all of the Company's assets or combination of the foregoing transactions (a "Transaction"), other than a Transaction involving only the Company and one or more of its Subsidiaries, or a Transaction immediately following which the shareholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder

(e) "Change of Control" means the occurrence of any of the following: (i) any person (as defined in Section 3(a) (9) of the Exchange Act and as used in Sections 13(d) and 14(d) thereof), excluding the Company, any Subsidiary and any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including any trustee of any such plan acting in his or her capacity as trustee), but including a "group" as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of shares of the Company having at least thirty percent (30%) of the total number of votes that may be cast for the election of directors of the Company; (ii) the shareholders of the Company shall approve any merger or other business combination of the Company, sale of all or substantially all of the Company's assets or combination of the foregoing transactions (a "Transaction"), other than a Transaction involving only the Company and one or more of its Subsidiaries, or a Transaction immediately following which the shareholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder of the Company owning directly or indirectly more than ten percent (10%) of the shares of the other company involved in the Transaction) and no person is the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act) of at least thirty percent (30%) of the shares of the resulting entity as contemplated by subparagraph (i) above; or (iii) within any twenty-four (24) month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that, any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors either actually or by prior operation of this subparagraph (iii), unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Rule 14a-11 promulgated under the Exchange Act or any successor provision. Notwithstanding the foregoing, no Change of Control of the Company shall be deemed to have occurred for purposes of this Plan by reason of any actions or events in which Executive participates in a capacity other than in his or her capacity as an executive of the Company. (f) "Code" means the Internal Revenue Code of 1986, as amended. (g) "Committee" means the Compensation Committee of the Board to which the Board has delegated its authority to administer this Plan on its behalf. (h) "Company" means C&D TECHNOLOGIES, INC. or any successor thereto. (i) "Disability" or "Disabled" means disability or disabled as defined in the Pension Plan. (j) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(l) "Executive" means an employee who is considered part of a select group of management or highly compensated employees, including the President and including direct reports to the Chief Executive Officer of the Company and other key employees as from time to time may be designated by the Board. Executives who are designated by the Board to participate in the Plan are listed on Appendix A. The Board may at any time add additional Executives to Appendix A and exclude any Executive from future participation in this Plan, except that any such exclusion shall not reduce any benefit previously accrued hereunder. (m) "Maximum Annual Benefit" means an amount calculated by subtracting from the Retirement Factor: (i) the annual accrued benefit as of the Qualifying Event (based on a monthly single life annuity) payable at normal retirement age (as defined in the Pension Plan); (ii) one-half of the Executive's Social Security Benefit as of the Qualifying Event; and (iii) the dollar amount as set forth in Appendix A Section I of the Plan. Notwithstanding anything in this Section 1 (m) to the contrary, the calculation of the Maximum Annual Benefit shall be based solely on full and consecutive years of employment with the Company or an Affiliate and shall cease to accrue and vest after an Executive's date of termination with the Company or an Affiliate under the Savings Plan. (This Section 1(m) is effective as of December 3, 2003.)

(l) "Executive" means an employee who is considered part of a select group of management or highly compensated employees, including the President and including direct reports to the Chief Executive Officer of the Company and other key employees as from time to time may be designated by the Board. Executives who are designated by the Board to participate in the Plan are listed on Appendix A. The Board may at any time add additional Executives to Appendix A and exclude any Executive from future participation in this Plan, except that any such exclusion shall not reduce any benefit previously accrued hereunder. (m) "Maximum Annual Benefit" means an amount calculated by subtracting from the Retirement Factor: (i) the annual accrued benefit as of the Qualifying Event (based on a monthly single life annuity) payable at normal retirement age (as defined in the Pension Plan); (ii) one-half of the Executive's Social Security Benefit as of the Qualifying Event; and (iii) the dollar amount as set forth in Appendix A Section I of the Plan. Notwithstanding anything in this Section 1 (m) to the contrary, the calculation of the Maximum Annual Benefit shall be based solely on full and consecutive years of employment with the Company or an Affiliate and shall cease to accrue and vest after an Executive's date of termination with the Company or an Affiliate under the Savings Plan. (This Section 1(m) is effective as of December 3, 2003.) (n) "Pension Plan" means the C&D TECHNOLOGIES, INC. Pension Plan for Salaried Employees, as amended from time to time. (o) "Plan" means this C&D TECHNOLOGIES, INC. Supplemental Executive Retirement Plan, as amended from time to time. (p) "President" means Wade H. Roberts, Jr. upon the commencement of his employment with the Company as President of the Company. (q) "Qualifying Event" means the first to occur of any of the following events while Executive is employed by the Company or an Affiliate: (i) retirement on or after attainment of age 65; (ii) early retirement before age 65 and after age 62; and (iii) occurrence of a Change of Control. (r) "Retirement Factor" means $100,000 indexed annually by 4% beginning September 30, 1998 or such other amount and index factor specified by the Board in its sole discretion and listed on Appendix A next to the name of the Executive. In the event that no amount or index is specified on Appendix A next to the name of the Executive, the Retirement Factor shall be $100,000 indexed annually by 4% beginning September 30, 1998. Notwithstanding anything herein to the contrary, an Executive's Retirement Factor shall cease to be subject to any indexing on and after the date that an Executive terminates his or her employment with the Company or its Affiliates. (s) "Savings Plan" means the C&D TECHNOLOGIES, INC. Savings Plan, which is the Code Section 401(k) Plan maintained by the Company, as amended from time to time. (t) "SERP Benefit" means the vested benefit payable under this Plan.

(u) "Social Security Benefit" means the amount of Executive's social security benefit that would be payable upon the Executive's attainment of age 65, calculated by the Company's actuary in accordance with reasonable actuarial assumptions. (v) "Subsidiary" means a subsidiary corporation under Section 424(f) of the Code. 2. Covenant Not to Compete. (a) Except in the case of payment of the SERP Benefit to Executive upon a Change of Control, during the period for which the SERP Benefit is paid and during the period following Executive's termination of employment with the Company or an Affiliate, Executive shall not, without having first obtained the written consent of the Board, perform consulting or other services for, or have any position with (whether as director, officer, employee, consultant, agent or otherwise) or ownership interest in any business or organization which, in the sole opinion of the Board, is engaged in any activity which is in competition with the business then being conducted by the

(u) "Social Security Benefit" means the amount of Executive's social security benefit that would be payable upon the Executive's attainment of age 65, calculated by the Company's actuary in accordance with reasonable actuarial assumptions. (v) "Subsidiary" means a subsidiary corporation under Section 424(f) of the Code. 2. Covenant Not to Compete. (a) Except in the case of payment of the SERP Benefit to Executive upon a Change of Control, during the period for which the SERP Benefit is paid and during the period following Executive's termination of employment with the Company or an Affiliate, Executive shall not, without having first obtained the written consent of the Board, perform consulting or other services for, or have any position with (whether as director, officer, employee, consultant, agent or otherwise) or ownership interest in any business or organization which, in the sole opinion of the Board, is engaged in any activity which is in competition with the business then being conducted by the Company or any Affiliate. The term "ownership interest" as used in the preceding sentence includes a proprietorship, partnership, joint venture, stock or other equity interest of five percent (5%) or more held of record or beneficially by Executive. (b) Except in the case of payment of the SERP Benefit to Executive upon a Change of Control, if Executive terminates his or her employment with the Company or an Affiliate and performs service for a competitor, as defined in paragraph 2(a) above, he or she shall forfeit all rights, privileges and claims hereunder and to any SERP Benefit and all rights of Executive, his or her spouse, his or her designees and his or her estate to any such SERP Benefit shall terminate and be forfeited (to the maximum extent permitted by law). 3. Eligibility for and Calculation of SERP Benefit. (a) Payment Date. Except with respect to an Executive's death or Disability, the Company shall pay the SERP Benefit to Executive beginning on the first of the month following the date on which a Qualifying Event occurs. Notwithstanding the foregoing, in the event that Executive shall have terminated employment (other than due to death or Disability) with the Company or an Affiliate prior to a Qualifying Event but on or after the date Executive becomes fully vested under Section 3(f) of the Plan, the Company shall pay the SERP Benefit to Executive beginning on the first of the month following the earlier of: (i) attainment of age 65; or (ii) occurrence of a Change of Control. In the event that Executive becomes Disabled or dies, the SERP Benefit shall be payable in accordance with Section 5 or 6, respectively. (b) Calculation of SERP Benefit. (i) Standard Calculation. Except with respect to a Change of Control and except as specifically provided in paragraph 3(b)(iii) below with respect to the President, Executive shall not accrue a SERP Benefit if the Qualifying Event occurs before Executive has completed seven and one-half (7.5) full and consecutive years of employment with the Company or an Affiliate. If the Qualifying Event occurs on or after seven and one-half (7.5) full and consecutive years of employment with the Company or an Affiliate, the SERP Benefit for any Executive (including, without limitation, the President) shall be calculated by multiplying (i) the Maximum Annual Benefit by (ii) the appropriate percentage from the following schedule:

Years of Employment Prior to Qualifying Event less than 7.5 7.5 8 9 10 11 12 13

Percentage Benefit 0% 50% 53.3% 60% 66.7% 73.3% 80% 86.7%

Years of Employment Prior to Qualifying Event less than 7.5 7.5 8 9 10 11 12 13 14 15 or more

Percentage Benefit 0% 50% 53.3% 60% 66.7% 73.3% 80% 86.7% 93.3% 100%

Example 1 - For an unmarried Executive who leaves after 15 years:
$100,000 - 35,000 - 15,000 - 5,000 $ 45,000 x 100% $ 45,000* (Assumed retirement in 1997) Age 65 Pension Plan Benefit 1/2 Age 65 Social Security Benefit Age 65 Savings Plan Benefit Annuity Maximum Annual Benefit Percentage Benefit @ 15 years Annual Age 65 SERP Benefit

Example 2 - For an unmarried Executive who leaves after 10 years:
$100,000 - 35,000 - 15,000 - 5,000 $ 45,000 66.7% $ 30,015* (Assumed retirement in 1997) Age 65 Pension Plan Benefit 1/2 Age 65 Social Security Benefit Age 65 Savings Plan Benefit Annuity Maximum Annual Benefit Percentage Benefit @ 10 years Annual Age 65 SERP Benefit

* To be adjusted on an Actuarial Equivalent basis for no other than a single life annuity. (ii) Change of Control Calculation. If the Qualifying Event is a Change of Control, the SERP Benefit for any Executive who has completed at least five (5) full and consecutive years of employment with the Company or an Affiliate, shall be calculated by multiplying (i) the Maximum Annual Benefit by (ii) a fraction (not to exceed 1), the numerator of which is Executive's number of his or her full and consecutive years of employment with the Company or an Affiliate that the Executive would have had if he or she were continuously employed through age 65, and the denominator of which is 15. If the Qualifying Event is a Change of Control, the SERP Benefit for any Executive who has completed less than five (5) full and consecutive years of employment with the Company or an Affiliate, shall

be calculated in accordance with the immediately preceding sentence multiplied by fifty percent (50%). Example 1 - For an unmarried Executive at age 62 with 10 years of employment with the Company or an Affiliate and the Qualifying Event is a Change of Control occurring in 1997 (due to the Change of Control, Executive is credited with 3 additional years of employment as if he or she were continuously employed through age 65):

be calculated in accordance with the immediately preceding sentence multiplied by fifty percent (50%). Example 1 - For an unmarried Executive at age 62 with 10 years of employment with the Company or an Affiliate and the Qualifying Event is a Change of Control occurring in 1997 (due to the Change of Control, Executive is credited with 3 additional years of employment as if he or she were continuously employed through age 65):
$100,000 - 35,000 - 15,000 - 5,000 $ 45,000 86.7% $ 39,015* (Assumed retirement in 1997) Age 65 Pension Plan Benefit 1/2 Age 65 Social Security Benefit Age 65 Savings Plan Benefit Annuity Maximum Annual Benefit Percentage Benefit @ 13 years Annual Age 65 SERP Benefit (To Be Converted into a Lump Sum Payment under Section 7)

* To be adjusted on an Actuarial Equivalent basis for forms other than a single life annuity. (iii) Accelerated Calculation for President. Except with respect to a Change of Control, if, prior to the President's completion of seven and one-half (7.5) full and consecutive years of employment with the Company or an Affiliate, the President is involuntarily terminated by the Company without Cause or the Company does not renew the President's employment agreement, the President's SERP Benefit shall be calculated by multiplying (i) the Maximum Annual Benefit by (ii) the appropriate percentage from the following schedule:
Years of Employment Prior to Qualifying Event

Percentage Benefit

less than 4 4 5 6 7 7.5

0% 25% 31.25% 37.50% 43.75% 50%

(c) Normal Form of SERP Benefit. An Executive who is not married at the time of a Qualifying Event shall receive the SERP Benefit in the form of a single life annuity, providing for monthly benefits for the life of Executive, with payments ceasing upon Executive's death. Subject to Section 3(d) below, an Executive who is married at the time of a Qualifying Event shall receive the SERP Benefit in the form of a joint and fifty percent (50%) survivor annuity, which provides for benefits to be paid monthly to Executive for life, and if his or her spouse at the time of the Qualifying Event survives him or her, for the spouse's life or until the spouse remarries, whichever comes first, monthly payments in an amount equal to fifty percent (50%) of the monthly amount received by Executive while alive. (d) Optional Form of SERP Benefit for Married Executives. Except in the case of death prior to commencement of the SERP Benefit which is governed by Section 6(a) or in the case of a Change of Control which is governed by Section 7, the Executive shall have the right, in a writing filed with the Committee, to elect (subject to the written consent of a married Executive's spouse in a form specified by the Committee) to have his or her SERP Benefit paid in the form of a single life annuity (providing for monthly benefits for the life of Executive, with payments ceasing upon Executive's death); provided, that such election is made and filed with the Committee at least one (1) year prior to the Executive's Qualifying Event. Such an election may be revoked by Executive at any time or from time to time by written notice filed with

(c) Normal Form of SERP Benefit. An Executive who is not married at the time of a Qualifying Event shall receive the SERP Benefit in the form of a single life annuity, providing for monthly benefits for the life of Executive, with payments ceasing upon Executive's death. Subject to Section 3(d) below, an Executive who is married at the time of a Qualifying Event shall receive the SERP Benefit in the form of a joint and fifty percent (50%) survivor annuity, which provides for benefits to be paid monthly to Executive for life, and if his or her spouse at the time of the Qualifying Event survives him or her, for the spouse's life or until the spouse remarries, whichever comes first, monthly payments in an amount equal to fifty percent (50%) of the monthly amount received by Executive while alive. (d) Optional Form of SERP Benefit for Married Executives. Except in the case of death prior to commencement of the SERP Benefit which is governed by Section 6(a) or in the case of a Change of Control which is governed by Section 7, the Executive shall have the right, in a writing filed with the Committee, to elect (subject to the written consent of a married Executive's spouse in a form specified by the Committee) to have his or her SERP Benefit paid in the form of a single life annuity (providing for monthly benefits for the life of Executive, with payments ceasing upon Executive's death); provided, that such election is made and filed with the Committee at least one (1) year prior to the Executive's Qualifying Event. Such an election may be revoked by Executive at any time or from time to time by written notice filed with the Committee at least one (1) year prior to Executive's Qualifying Event. (e) Actuarial Equivalence. The normal form of SERP Benefit for an Executive who is not married at the time of a Qualifying Event shall be a single life annuity. The normal form of SERP Benefit for an Executive who is married at the time of a Qualifying Event shall be the Actuarial Equivalent of a single life annuity payable in the form of a joint and fifty percent (50%) survivor annuity. (f) Vesting of SERP Benefit. An Executive's rights under this Plan to any SERP Benefit shall be fully vested and non-forfeitable, except as set forth in paragraph 2 hereof, solely upon the earlier of the: (i) completion of seven and one-half (7.5) years of full and consecutive employment with the Company or an Affiliate; or (ii) occurrence of a Change of Control. Notwithstanding the foregoing, in the event that, prior to the President's completion of seven and one-half (7.5) full and consecutive years of employment with the Company or an Affiliate, the President is involuntarily terminated by the Company without Cause or the Company does not renew the President's employment agreement, the President's rights to any SERP Benefit shall be fully vested and nonforfeitable, except as set forth in paragraph 2 hereof, solely upon the earlier of the: (i) completion of four years of full and consecutive employment with the Company or an Affiliate; or (ii) occurrence of a Change of Control. Notwithstanding anything herein to the contrary, Executive (including, without limitation, the President) shall not have any rights to a SERP Benefit in the event Executive (including, without limitation, the President) is terminated by the Company or an Affiliate for Cause.

4. Reduction for Early Retirement of Executive. The SERP Benefit of an Executive who retires from the Company or an Affiliate before age 65 and after age 62 shall be reduced by seven percent (7%) per year prior to age 65 and shall be paid on the first of the month following the Qualifying Event. 5. Disability of Executive. (a) Disability While Employed. In the event that Executive becomes Disabled while employed by the Company or an Affiliate, he or she shall cease to accrue benefits under this Plan. Such Executive shall be entitled to retire and receive a SERP Benefit at age 65 under the terms of this Plan if he or she remains Disabled until age 65. If such Executive does not remain Disabled, any SERP Benefit to which he or she is eligible to receive hereunder or his or her right to participation hereunder shall be determined under the provisions of this Plan as of the date his or her Disability ceases. In the event that Executive is no longer disabled and he or she becomes reemployed by the Company or an Affiliate immediately following such Disability, then Executive: (i) shall begin to accrue benefits under this Plan from the date of reemployment; and (ii) shall not be entitled to any accruals during the period during which Executive was Disabled. Notwithstanding anything herein to the contrary, Executive's full and consecutive years of employment with the Company or an Affiliate prior to the Disability shall be added to Executive's full and consecutive years of employment with the Company or an Affiliate after the Disability for

4. Reduction for Early Retirement of Executive. The SERP Benefit of an Executive who retires from the Company or an Affiliate before age 65 and after age 62 shall be reduced by seven percent (7%) per year prior to age 65 and shall be paid on the first of the month following the Qualifying Event. 5. Disability of Executive. (a) Disability While Employed. In the event that Executive becomes Disabled while employed by the Company or an Affiliate, he or she shall cease to accrue benefits under this Plan. Such Executive shall be entitled to retire and receive a SERP Benefit at age 65 under the terms of this Plan if he or she remains Disabled until age 65. If such Executive does not remain Disabled, any SERP Benefit to which he or she is eligible to receive hereunder or his or her right to participation hereunder shall be determined under the provisions of this Plan as of the date his or her Disability ceases. In the event that Executive is no longer disabled and he or she becomes reemployed by the Company or an Affiliate immediately following such Disability, then Executive: (i) shall begin to accrue benefits under this Plan from the date of reemployment; and (ii) shall not be entitled to any accruals during the period during which Executive was Disabled. Notwithstanding anything herein to the contrary, Executive's full and consecutive years of employment with the Company or an Affiliate prior to the Disability shall be added to Executive's full and consecutive years of employment with the Company or an Affiliate after the Disability for purposes of vesting under Section 3(f) of the Plan and for purposes of calculating the SERP Benefit under Section 3(b) of the Plan. (b) Death While Disabled. Death benefits, if any, shall be paid to the spouse of a Disabled Executive in accordance with Section 6. 6. Death of Executive. (a) Prior To Commencement of the SERP Benefit. In the event of the death of Executive, his or her spouse to which he or she must have been married to for over one (1) year immediately prior to his or her death, shall be entitled to a monthly single life annuity equal to fifty percent (50%) of the SERP Benefit to which Executive would have received as a single life annuity if he or she had retired on his or her date of death, payable beginning the first of the month following the date he or she would have attained age 65. (b) After Commencement of the SERP Benefit. In the event of the death of Executive after commencement of the SERP Benefit, Executive's spouse shall be entitled to a SERP Benefit solely to the extent provided under the form of benefit payable to Executive and elected (subject to spousal consent, if applicable) under Section 3 of the Plan. (c) Spousal benefits shall terminate upon remarriage of spouse.

7. Change of Control. Notwithstanding anything herein to the contrary, a Qualifying Event due to a Change of Control will result in a SERP Benefit, payable to Executive (or, in the case of death, Executive's spouse) in an Actuarial Equivalent single lump sum as soon as administratively feasible following the date of the Change of Control (but in no event later than the first of the month following the Change of Control), equal to the SERP Benefit that would have been payable to Executive at age 65 as accrued as of the Qualifying Event, except with respect to the crediting of additional years of employment (as if the Executive were continuously employed through age 65) for the purpose of calculating the Percentage Benefit under Section 3(b) of the Plan. Without limiting the generality of the foregoing, an Executive or spouse who has commenced receiving payment of his or her SERP Benefit prior to a Change of Control, shall receive, upon a Change of Control, an Actuarial Equivalent single lump sum payment based on the remainder of the SERP Benefit that would have otherwise been paid under the Plan had the Change of Control not occurred.
Example 4 $ 39,015 Maximum Annual Benefit

7. Change of Control. Notwithstanding anything herein to the contrary, a Qualifying Event due to a Change of Control will result in a SERP Benefit, payable to Executive (or, in the case of death, Executive's spouse) in an Actuarial Equivalent single lump sum as soon as administratively feasible following the date of the Change of Control (but in no event later than the first of the month following the Change of Control), equal to the SERP Benefit that would have been payable to Executive at age 65 as accrued as of the Qualifying Event, except with respect to the crediting of additional years of employment (as if the Executive were continuously employed through age 65) for the purpose of calculating the Percentage Benefit under Section 3(b) of the Plan. Without limiting the generality of the foregoing, an Executive or spouse who has commenced receiving payment of his or her SERP Benefit prior to a Change of Control, shall receive, upon a Change of Control, an Actuarial Equivalent single lump sum payment based on the remainder of the SERP Benefit that would have otherwise been paid under the Plan had the Change of Control not occurred.
Example 4 $ 39,015 Maximum Annual Benefit x 6.5826 Lump Sum Conversion Factor (Based On age on Change of Control)* --------$256,820 Change of Control SERP Benefit *Conversion factor will vary based on age. Example is based on age 62.

8. Funding. (a) General Assets. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and Executive, the Executive's spouse or any other person. All benefits and rights described under this Plan shall be and remain unsecured obligations of the Company. The Company may pre-fund all or any portion of such benefits or rights and may enter into a trust agreement solely for such purpose (a "grantor trust" under the Code); provided that the assets of any such trust fund shall be considered general assets of the Company and shall be subject to the claims of the Company's general creditors. None of the Executive, the Executive's spouse or any estate of such Executive or spouse shall have an interest, vested or otherwise, in any trust fund hereunder or a secured or preferred position with respect thereto or shall have any claim thereto other than as a general creditor of the Company. (b) Change of Control. Any trust hereunder shall be revocable by the Company until the occurrence of a Change of Control, at which time the trust, if any, shall become irrevocable.

9. Construction of Agreement. (a) Any powers reserved by the Board under this Plan may be exercised by the Committee which shall have general responsibility for the administration and interpretation of the Plan including selection of participants, determinations of years of employment for purposes of this Plan, and compliance, if required, with reporting and disclosure rules of ERISA. Any determination or interpretation of the Board or the Committee with respect to the Plan shall be final, binding and conclusive on all persons. (b) If the Board shall find that any person to whom any amount is payable under this Plan is unable to care for his or her affairs because of illness, accident or physical or mental incapacitation, is a minor, has died, or for any other reason shall be incapable of properly or legally receiving benefits to which he or she is entitled to under this Plan, then any SERP Benefit due him or her or his or her spouse may, if the Board so elects, be paid to his or her Beneficiary. Any such payment shall be in complete discharge of the liability of the Company therefor. (c) Neither this Plan nor any action taken hereunder shall be construed as giving Executive the right to be retained or continue in the employ of the Company or an Affiliate or as evidence of any agreement by the Company or an Affiliate to employ Executive in any particular position or at any particular rate of remuneration or affect the right of the Company or an Affiliate to dismiss Executive.

9. Construction of Agreement. (a) Any powers reserved by the Board under this Plan may be exercised by the Committee which shall have general responsibility for the administration and interpretation of the Plan including selection of participants, determinations of years of employment for purposes of this Plan, and compliance, if required, with reporting and disclosure rules of ERISA. Any determination or interpretation of the Board or the Committee with respect to the Plan shall be final, binding and conclusive on all persons. (b) If the Board shall find that any person to whom any amount is payable under this Plan is unable to care for his or her affairs because of illness, accident or physical or mental incapacitation, is a minor, has died, or for any other reason shall be incapable of properly or legally receiving benefits to which he or she is entitled to under this Plan, then any SERP Benefit due him or her or his or her spouse may, if the Board so elects, be paid to his or her Beneficiary. Any such payment shall be in complete discharge of the liability of the Company therefor. (c) Neither this Plan nor any action taken hereunder shall be construed as giving Executive the right to be retained or continue in the employ of the Company or an Affiliate or as evidence of any agreement by the Company or an Affiliate to employ Executive in any particular position or at any particular rate of remuneration or affect the right of the Company or an Affiliate to dismiss Executive. (d) The making of this Plan does not constitute or create an employment agreement between the Company or an Affiliate and Executive or give Executive any legal or equitable right against the Company or an Affiliate, its agents, or its successors or assigns, except as expressly provided by this Plan. (e) Any SERP Benefit payable under this Plan shall not be deemed salary or other compensation to Executive for the purpose of computing benefits to which Executive may be entitled under any pension or profit-sharing plan or other arrangement of the Company for the benefit of its employees nor shall anything contained herein affect any rights or obligations which Executive may have under any pre-existing agreement with the Company or an Affiliate. (f) Employment, compensation paid, and insurance or other disability, retirement, or death benefits or health plans to be taken into account under this Plan shall include employment, compensation paid, and insurance or other benefits or plans provided by any Affiliate or organization which Executive served at the request of the Company. 10. Assignment and Non-alienation of SERP Benefit. (a) This Plan shall be binding upon and inure to the benefit of (i) the Company and its successors, assigns and any purchaser of either the Company or its assets; and (ii) Executive, his or her heirs, executors, administrators and legal representatives.

No amount payable at any time under this Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind nor in any manner be subject to the debts or liabilities of any person, and any attempt to so alienate or subject any such amount, whether presently or thereafter payable, shall be null and void. If any person shall attempt to, or shall, alienate, sell, transfer, assign, pledge, attach, charge or otherwise encumber any amount payable under this Plan, or any part thereof, or if by reason of his or her bankruptcy or other event happening at any such time such amount would be made subject to his or her debts or liabilities or would otherwise not be enjoyed by him or her, then the Board, if it so elects, may direct that such amount be withheld and that the same or any part thereof be paid or applied to or for the benefit of such person, in such manner and proportion as the Board may deem proper. 11. Administration. (a) Administration of Plan. The Board and the Committee shall have full power and responsibility to administer this Plan. The Board may, in its sole discretion, appoint a committee, an agent or agents to carry out designated administrative functions. (b) Legal, Accounting, Clerical and Other Services. The Board may authorize one or more of its members, the

No amount payable at any time under this Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind nor in any manner be subject to the debts or liabilities of any person, and any attempt to so alienate or subject any such amount, whether presently or thereafter payable, shall be null and void. If any person shall attempt to, or shall, alienate, sell, transfer, assign, pledge, attach, charge or otherwise encumber any amount payable under this Plan, or any part thereof, or if by reason of his or her bankruptcy or other event happening at any such time such amount would be made subject to his or her debts or liabilities or would otherwise not be enjoyed by him or her, then the Board, if it so elects, may direct that such amount be withheld and that the same or any part thereof be paid or applied to or for the benefit of such person, in such manner and proportion as the Board may deem proper. 11. Administration. (a) Administration of Plan. The Board and the Committee shall have full power and responsibility to administer this Plan. The Board may, in its sole discretion, appoint a committee, an agent or agents to carry out designated administrative functions. (b) Legal, Accounting, Clerical and Other Services. The Board may authorize one or more of its members, the Committee or the management of the Company to act on its behalf and may contract for legal, accounting, clerical and other services to carry out the purposes of this Plan. All expenses of the Board in this regard shall be paid by the Company. (c) Claims Procedure. The Committee shall be responsible for determining all claims for benefits under this Plan by Executive or his or her spouse. Within ninety (90) days after receiving a claim (or within up to one hundred eighty (180) days, if the claimant is so notified, including notification of the reason for the delay), the Committee shall provide adequate notice in writing to any Executive or spouse whose claim for benefits under this Plan has been denied, setting forth the specific reasons for such denial. The Executive or spouse will be given an opportunity for a full and fair review by the Committee of the decision denying the claim. The Executive or spouse shall be given sixty (60) days from the date of the notice denying any such claim to request such review by written notice to the Committee. Within sixty (60) days after receiving a request for review, the Committee shall notify the claimant in writing of (i) its decision; (ii) the reasons therefor; and (iii) the Plan provisions upon which it is based. The Committee may at any time alter the claims procedure set forth herein, so long as the revised claims procedure complies with ERISA, and the regulations issued thereunder.

(d) Limitation of Liability. No officer of the Company or member of the Committee, the Board or any of its authorized agents acting under this Plan shall be liable for any action taken or omitted in good faith hereunder or for exercise of any power given hereunder or for the actions of other members of the Board or the Committee with regard to the Plan. As a condition precedent to the establishment of this Plan or the receipt of benefits hereunder, or both, such liability, if any, is expressly waived and released by Executive, his or her spouse and all persons claiming under or through Executive or his or her spouse. Such waiver and release shall be conclusively evidenced by the acceptance of any benefits under this Plan. (e) Indemnification. Each officer of the Company or member of the Board or the Committee, whether or not acting under this Plan, shall be indemnified by the Company against expenses (other than amounts paid in a settlement to which the Company does not consent) reasonably incurred by him or her in connection with any action to which he or she may be a party by reason of performance of administrative functions and duties under this Plan, except in relation to matters as to which he or she shall be adjudged in such action to be personally guilty of gross negligence or willful misconduct in the performance of his or her duties. The foregoing right to indemnification shall be in addition to such other rights as the officer or member of the Board or the Committee may enjoy as a matter of law or by reason of insurance coverage of any kind. Rights granted hereunder shall be in addition to and not in lieu of any rights to indemnification pursuant to the by-laws of the Company. 12. Amendment and Termination. The Board has the right at any time and from time to time to amend or terminate (whether retroactively or otherwise) this Plan for any reason in any manner which does not reduce any benefit previously accrued

(d) Limitation of Liability. No officer of the Company or member of the Committee, the Board or any of its authorized agents acting under this Plan shall be liable for any action taken or omitted in good faith hereunder or for exercise of any power given hereunder or for the actions of other members of the Board or the Committee with regard to the Plan. As a condition precedent to the establishment of this Plan or the receipt of benefits hereunder, or both, such liability, if any, is expressly waived and released by Executive, his or her spouse and all persons claiming under or through Executive or his or her spouse. Such waiver and release shall be conclusively evidenced by the acceptance of any benefits under this Plan. (e) Indemnification. Each officer of the Company or member of the Board or the Committee, whether or not acting under this Plan, shall be indemnified by the Company against expenses (other than amounts paid in a settlement to which the Company does not consent) reasonably incurred by him or her in connection with any action to which he or she may be a party by reason of performance of administrative functions and duties under this Plan, except in relation to matters as to which he or she shall be adjudged in such action to be personally guilty of gross negligence or willful misconduct in the performance of his or her duties. The foregoing right to indemnification shall be in addition to such other rights as the officer or member of the Board or the Committee may enjoy as a matter of law or by reason of insurance coverage of any kind. Rights granted hereunder shall be in addition to and not in lieu of any rights to indemnification pursuant to the by-laws of the Company. 12. Amendment and Termination. The Board has the right at any time and from time to time to amend or terminate (whether retroactively or otherwise) this Plan for any reason in any manner which does not reduce any benefit previously accrued hereunder. 13. Miscellaneous. (a) Governing Law. Except to the extent preempted by federal law, this Plan shall be governed by the laws of the Commonwealth of Pennsylvania from time to time in effect without regard to its conflict of law provisions. (b) Withholdings. The Company shall have the right to make such provisions as it deems necessary or appropriate to satisfy any obligations it may have to withhold federal, state or local income or other taxes incurred by reason of this Plan. IN WITNESS WHEREOF, the Company has caused this Amended and Restated Plan to be compiled as of this 27th day of February, 2004.

APPENDIX A
A. Participation Effective beginning October 22, 1998: Retirement Factor Wade H. Roberts, Jr. $125,000, indexed annually by 4% beginning September 30, 1999 upon election to the position of Chief Executive Officer, sha replaced with $150,000, indexed annually by 4% beginning Sept 30, 1999.

B. Participation Effective beginning September 30, 1997: 1. Dr. Leslie Holden 2. Paul Kambouroglou 3. Stephen E. Markert, Jr. D. Participation Effective Beginning November 30, 1999: 1. Charles R. Giesige

APPENDIX A
A. Participation Effective beginning October 22, 1998: Retirement Factor Wade H. Roberts, Jr. $125,000, indexed annually by 4% beginning September 30, 1999 upon election to the position of Chief Executive Officer, sha replaced with $150,000, indexed annually by 4% beginning Sept 30, 1999.

B. Participation Effective beginning September 30, 1997: 1. Dr. Leslie Holden 2. Paul Kambouroglou 3. Stephen E. Markert, Jr. D. Participation Effective Beginning November 30, 1999: 1. Charles R. Giesige Notwithstanding anything herein to the contrary, only Mr. Giesige's service with the Company from March 1, 1999 is to be recognized for purposes of vesting, or calculation of his SERP Benefit. (That is, Mr. Giesige's prior service with Johnson Controls, Inc. will not be recognized for purposes of such calculation in any event, nor will Mr. Giesige's Maximum Annual Benefits be reduced by any qualified retirement program benefits sponsored by Johnson Controls, Inc.) 2. Linda R. Hansen 3. Bernie Radecki E. Participation Effective Beginning February 27, 2001. John A. Velker G. Participation Effective Beginning May 22, 2001. David A. Fix 2

H. Participation Effective Beginning February 26, 2002. J. D. Johnson I. Value of Off-Set Under Plan Section 1(m)(iii)
Participant Wade H. Roberts, Jr. Linda R. Hansen Stephen E. Markert, Jr. Paul Kambouroglou Charles R. Giesige John A. Velker J.D. Johnson David A. Fix Dollar Amount $17,189.69 15,134.05 67,054.65 51,526.51 20,020.47 13,520.59 21,197.32 14,406.13

(Effective as of December 3, 2003)

H. Participation Effective Beginning February 26, 2002. J. D. Johnson I. Value of Off-Set Under Plan Section 1(m)(iii)
Participant Wade H. Roberts, Jr. Linda R. Hansen Stephen E. Markert, Jr. Paul Kambouroglou Charles R. Giesige John A. Velker J.D. Johnson David A. Fix Dollar Amount $17,189.69 15,134.05 67,054.65 51,526.51 20,020.47 13,520.59 21,197.32 14,406.13

(Effective as of December 3, 2003) J. Participation Effective Beginning February 27, 2004. 1. Kevin D. Burgess Notwithstanding anything herein to the contrary, an Executive's effective date of participation shall be effective on the date(s) specified above, provided that such Executive is actively employed by the Company or an Affiliate on such date.

Exhibit 10.17 January 27, 2004 Mr. Charles Giesige 5741 Gladstone Lane Greendale, WI 53129 Dear Chuck: Congratulations on your promotion to the newly established position of Vice President, General Manager, Standby Division for C&D Technologies, Inc. This promotion becomes effective February 1, 2004. The scope of this position includes full operating responsibility for the combined Dynasty and Powercom Divisions of our Company. Your new base rate will be $8,750.00, semi-monthly ($210,000.00 per year). This represents an increase of $20,000 per year or 10.5 percent. You will remain in salary grade 62X, and your bonus target continues to be 35% of your annual base pay. You will receive a written performance review in 2004, and will next be eligible for merit increase consideration in 2005 on a date consistent with that of other similarly situated executives. We also expect, subject to Compensation Committee approval, to award you a larger number of stock options in the coming year. In addition, you will be expected to relocate your primary residence from Wisconsin to the Blue Bell, Pennsylvania area by June 30, 2004. To assist in this relocation the Company will provide you with reimbursement for reasonable relocation expenses incurred (expected not to exceed $50,000.00). You will be required to complete an expense reimbursement form including all applicable receipts prior to being reimbursed. Eligible expenses include, but may not be limited to, closing costs on the sale of your existing residence, closing costs on any residence you purchase at your new place of employment*, temporary living expenses not to exceed $3,000.00 per month for the first three months following your relocation to the Blue Bell, Pennsylvania area, movement of your effects and the cost of travel by car, from your current location to your new place of

Exhibit 10.17 January 27, 2004 Mr. Charles Giesige 5741 Gladstone Lane Greendale, WI 53129 Dear Chuck: Congratulations on your promotion to the newly established position of Vice President, General Manager, Standby Division for C&D Technologies, Inc. This promotion becomes effective February 1, 2004. The scope of this position includes full operating responsibility for the combined Dynasty and Powercom Divisions of our Company. Your new base rate will be $8,750.00, semi-monthly ($210,000.00 per year). This represents an increase of $20,000 per year or 10.5 percent. You will remain in salary grade 62X, and your bonus target continues to be 35% of your annual base pay. You will receive a written performance review in 2004, and will next be eligible for merit increase consideration in 2005 on a date consistent with that of other similarly situated executives. We also expect, subject to Compensation Committee approval, to award you a larger number of stock options in the coming year. In addition, you will be expected to relocate your primary residence from Wisconsin to the Blue Bell, Pennsylvania area by June 30, 2004. To assist in this relocation the Company will provide you with reimbursement for reasonable relocation expenses incurred (expected not to exceed $50,000.00). You will be required to complete an expense reimbursement form including all applicable receipts prior to being reimbursed. Eligible expenses include, but may not be limited to, closing costs on the sale of your existing residence, closing costs on any residence you purchase at your new place of employment*, temporary living expenses not to exceed $3,000.00 per month for the first three months following your relocation to the Blue Bell, Pennsylvania area, movement of your effects and the cost of travel by car, from your current location to your new place of work. In the event you voluntarily resign or are discharged from C&D for "cause" prior to the completion of twelve (12) months of service after transfer to the Blue Bell area, you will be required to refund the relocation expenses to the Company as per the Relocation Expense Reimbursement Agreement which is attached for your review and signature. Please feel free to contact Kevin Burgess, Vice President, Human Resources with any questions about the relocation program discussed above. Except as identified above, all other terms and conditions of your Executive Employment Agreement will remain in full force and effect. Chuck, needless to say, this is a critical position at C&D. I am confident you are the right person to take on this considerable challenge, and help us to grow the business. I look forward to working with you as you lead the newly established division to greater heights. Again, congratulations. Sincerely,
/s/ Wade Wade H Roberts, Jr.

* You will be eligible for reimbursement of such expenses until July 1, 2005.

Exhibit 10.19

Exhibit 10.19 January 29, 2004 Mr. David Fix 118 Rossmore Drive Malvern, PA 19355 Dear Dave: Congratulations on your new assignment as Vice President, General Manager, Motive Power Division for C&D Technologies, Inc. This transfer becomes effective February 1, 2004. The scope of this position includes full operating responsibility for the Motive Power Division of our Company, and further includes the significant challenge of leading the transfer of work from various C&D locations in the United States to our new plant in Reynosa, Mexico. Your new base rate will be $8,333.34, semi-monthly ($200,000.00 per year). This represents an increase of $25,000 per year or 14.3 percent. You will remain in salary grade 62X, and your bonus target will continue to be 35% of your annual base pay. You and I will meet separately to discuss enhanced bonus opportunities for you based on substantial improvement in the operating results of the Division, and expect to include these provisions in the customary bonus planning. You will receive a written performance review in 2004, and will next be eligible for merit increase consideration in 2005 on a date consistent with that of other similarly situated executives. In addition, your Executive Employment Agreement is hereby modified, effective February 1, 2004, to include a 12month severance provision in lieu of the current 6-month severance agreement. We also expect, subject to Compensation Committee approval, to award you a larger number of stock options in the coming year. Subject to the approval of the Compensation Committee of the Board of Directors at its meeting of February 27, 2004, in the event that severance benefits are payable to you under the terms of your Executive Employment Agreement with respect to a termination of your employment occurring between January 19, 2006 and January 18, 2007, you shall receive credit for service for the period from the date of your termination through January 19, 2007 for purposes of calculating any benefits due to you under the Company's Supplemental Executive Retirement Plan; and, under such circumstances, you shall be fully vested and non-forfeitable in such benefit provided that you are not, during the period of time between the termination of your employment and January 19, 2007, directly or indirectly associated with, rendering services to, representing, advising or otherwise participating as an officer, employee, director, stockholder, partner agent of or consultant for any third party. In addition, if severance benefits commence on or before January 19, 2007 the Company will reimburse you for your out-ofpocket COBRA expenses for the duration of the severance period. Except as identified above, all other terms and conditions of your Executive Employment Agreement will remain in full force and effect. Obviously, your new role at C&D is considered a critically important position. I am confident you are the ideal individual to address this enormous challenge, and help us return this Division to profitability. Congratulations and best wishes for continued success. You can count on me to support your efforts and do everything reasonable to achieve the anticipated turn-around. Sincerely,
/s/ Wade H. Roberts, Jr. Wade H. Roberts, Jr.

WHR/pw

Exhibit 14 This section constitutes C&D's Code of Ethics as defined in item 406(b) of Regulation S-K. It applies to C&D's chief executive officer and all personnel of C&D and its subsidiaries and/or divisions serving in a finance, accounting, tax or investor relations role, including but not limited to C&D's chief financial officer, chief accounting officer and controller or persons performing similar functions. While it is recognized that no control system, no matter how well-designed and operated, can provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected, nonetheless, these individuals hold important roles in corporate governance and are expected to fulfill their responsibilities by adhering to these principles themselves and helping to ensure that a culture exists throughout the Company that promotes ethical conduct and compliance with applicable laws and regulations, and ensures the fair and timely reporting of Company financial results and condition, as well as other information required by Securities and Exchange Commission regulations. Each individual covered by this Code of Ethics has the obligation to: a. Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; b. Produce full, fair, accurate, timely and understandable disclosure in reports and documents that C&D or its subsidiaries files with, or submits to, the Securities and Exchange Commission and in other public communications made by C&D or its subsidiaries; c. Comply with applicable governmental laws, rules and regulations, as well as the rules and regulations of the New York Stock Exchange; d. Promptly report any possible violation of this Code of Ethics to the Corporate Compliance Officer and/or the Chairperson of the Audit Committee or any of the persons designated from time to time by C&D's Board of Directors for such purposes; and e. Refrain absolutely from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead C&D or its subsidiaries' independent public accountants for the purpose of rendering the financial statements of C&D or its subsidiaries misleading. Each individual covered by this Code of Ethics will be held accountable for his or her adherence to it. Failure to observe the terms of this Code of Ethics may result in disciplinary action, up to and including termination of employment. Violations of this Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for the Individual, his or her supervisors and/or C&D. Reporting any possible violation of this Code of Ethics may be made anonymously. It is against Company policy to retaliate against any employee for good faith reporting of violations of this Code of Ethics. Questions regarding the best course of action in a particular situation should promptly be directed to the Corporate Compliance Officer. This Code of Ethics was adopted by the C&D Technologies Board of Directors on May 28, 2003.

Exhibit 21 SUBSIDIARIES OF C&D TECHNOLOGIES, INC. C&D Charter Holdings, Inc., incorporated under the laws of the State of Delaware C&D International Investment Holdings, Inc. , incorporated under the laws of the State of Delaware C&D Holdings, Ltd., organized under the laws of the United Kingdom NCL Holdings, Ltd., organized under the laws of the United Kingdom

Exhibit 21 SUBSIDIARIES OF C&D TECHNOLOGIES, INC. C&D Charter Holdings, Inc., incorporated under the laws of the State of Delaware C&D International Investment Holdings, Inc. , incorporated under the laws of the State of Delaware C&D Holdings, Ltd., organized under the laws of the United Kingdom NCL Holdings, Ltd., organized under the laws of the United Kingdom C&D Technologies (NCL), Ltd., organized under the laws of the United Kingdom C&D Electronics (Guangzhou) Ltd., organized under the laws of China C&D Instuments, Ltd., organized under the laws of the United Kingdom C&D Components Hong Kong, Ltd., organized under the laws of Hong Kong, China C&D Technology, Ltd., organized under the laws of the United Kingdom C&D Microtek, Ltd., organized under the laws of the United Kingdom Charter Power F.S. Ltd., incorporated in the Islands of Bermuda C&D Technologies (Power Electronics), Ltd., organized under the laws of Ireland C&D Technologies de Mexico, S.A., de C.V., organized under the laws of Sonora, Mexico C&D Technologies (U.K) Ltd., organized under the laws of the United Kingdom C&D Technologies (HK) Ltd., organized under the laws of Hong Kong, China C&D Technologies (Italia), S.r.l., organized under the laws of Italy Shanghai C&D Battery Company, Ltd., joint venture organized under the laws of China C&D Technologies Reynosa, S. de R.L. de C.V. organized under the laws of Tamaulipas, Mexico

Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (Registration Nos. 33-31978, 33-71390, 33-86672, 333-17979, 333-38891, 333-59177, 333-42054, 333-56736, 33369264, 333-69266, 333-101835, and 333-106051) and Form S-3 (Registration No. 333-38893) of C&D Technologies, Inc. of our report dated March 12, 2004 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. We also consent to the reference to us under the heading "Selected Financial Data" in this Form 10-K.
/s/PricewaterhouseCoopers, LLP -----------------------------Pricewaterhouse Coopers, LLP Philadelphia, Pennsylvania April 14, 2004

Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (Registration Nos. 33-31978, 33-71390, 33-86672, 333-17979, 333-38891, 333-59177, 333-42054, 333-56736, 33369264, 333-69266, 333-101835, and 333-106051) and Form S-3 (Registration No. 333-38893) of C&D Technologies, Inc. of our report dated March 12, 2004 relating to the financial statements and financial statement schedule, which appears in this Form 10-K. We also consent to the reference to us under the heading "Selected Financial Data" in this Form 10-K.
/s/PricewaterhouseCoopers, LLP -----------------------------Pricewaterhouse Coopers, LLP Philadelphia, Pennsylvania April 14, 2004

EXHIBIT 31.1 Rule 13a-14(d)/15d-14(a)CERTIFICATION I, Wade H. Roberts, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of C&D Technologies, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

EXHIBIT 31.1 Rule 13a-14(d)/15d-14(a)CERTIFICATION I, Wade H. Roberts, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of C&D Technologies, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 14, 2004 -----------------/s/ Wade H. Roberts, Jr. --------------------------------Wade H. Roberts, Jr. President and Chief Executive Officer (Principal Executive Officer)

A signed original of this certification required by Section 302 has been provided to C&D Technologies, Inc. and will be retained by C&D Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 31.2

EXHIBIT 31.2 Rule 13a-14(a)/15d-14(a)CERTIFICATION I, Stephen E. Markert, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of C&D Technologies, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 14, 2004 -----------------/s/ Stephen E. Markert, Jr. --------------------------------Stephen E. Markert, Jr. Vice President Finance (Principal Financial and Accounting Officer)

A signed original of this certification required by Section 302 has been provided to C&D Technologies, Inc. and will be retained by C&D Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.1

Exhibit 32.1 Section 1350 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of C&D Technologies, Inc. ("C&D"), that, to his knowledge, the Annual Report of C&D on Form 10-K for the period ended January 31, 2004, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of C&D.
Date: April 14, 2004 -----------------/S/ Wade H. Roberts, Jr. ----------------------------------Wade H. Roberts, Jr. President and Chief Executive Officer (Principal Executive Officer)

A signed original of this certification required by Section 906 has been provided to C&D Technologies, Inc. and will be retained by C&D Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2 Section 1350 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of C&D Technologies, Inc. ("C&D"), that, to his knowledge, the Annual Report of C&D on Form 10-K for the period ended January 31, 2004 , fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of C&D.
Date: April 14, 2004 -----------------/S/ Stephen E. Markert, Jr. ----------------------------------Stephen E. Markert, Jr. Vice President Finance (Principal Financial and Accounting Officer)

A signed original of this certification required by Section 906 has been provided to C&D Technologies, Inc. and will be retained by C&D Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2 Section 1350 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of C&D Technologies, Inc. ("C&D"), that, to his knowledge, the Annual Report of C&D on Form 10-K for the period ended January 31, 2004 , fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of C&D.
Date: April 14, 2004 -----------------/S/ Stephen E. Markert, Jr. ----------------------------------Stephen E. Markert, Jr. Vice President Finance (Principal Financial and Accounting Officer)

A signed original of this certification required by Section 906 has been provided to C&D Technologies, Inc. and will be retained by C&D Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


								
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