C&D TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>exb10-7.txt
<TEXT>
                                                                    Exhibit 10.7

                            INDEMNIFICATION AGREEMENT


     INDEMNIFICATION  AGREEMENT dated as of November 19, 2002 by and between C&D
Technologies,  Inc. (the "Corporation"),  a Delaware corporation,  and Pamela S.
Lewis ("Indemnitee"):

                                    RECITALS:

     WHEREAS,  highly  competent  persons are becoming  more  reluctant to serve
publicly held  corporations as directors  unless they are provided with adequate
protection  through insurance and  indemnification  against  inordinate risks of
claims and actions  against them arising out of their service to and  activities
on behalf of the corporation; and

     WHEREAS, the current difficulties in the marketplace generally of obtaining
adequate insurance and uncertainties  relating to indemnification have increased
the difficulty of attracting and retaining such persons; and

     WHEREAS,  the Board of  Directors  has  determined  that the  inability  to
attract and retain such persons would be  detrimental  to the best  interests of
the Corporation  and its  stockholders  and that the  Corporation  should act to
assure its directors that such protection will be available in the future; and

     WHEREAS,  it is  reasonable,  prudent  and  necessary  for the  Corporation
contractually  to obligate  itself to  indemnify  its  directors  to the fullest
extent  permitted by  applicable  law,  subject  only to the limited  exceptions
contained  in this  Agreement,  so that they will serve or continue to serve the
Corporation free from undue concern that they will not be so indemnified.

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  covenants
contained herein, the Corporation and Indemnitee, intending to be legally bound,
hereby covenant and agree as follows:

     SECTION 1.  INDEMNIFICATION.  In  consideration  of Indemnitee's  continued
service  as a director  of the  Corporation,  the  Corporation  shall  indemnify
Indemnitee to the fullest  extent  permitted by applicable  law in effect on the
date  hereof or as such laws may from time to time be amended,  subject  only to
the limited  exceptions set forth in this  Agreement.  Without  diminishing  the
scope  of the  indemnification  provided  by  this  Section  1,  the  rights  of
indemnification of Indemnitee  provided hereunder shall include but shall not be
limited  to those  rights  specified  in this  Agreement,  except to the  extent
expressly prohibited by applicable law.

     SECTION  2.  PROCEEDINGS  OTHER  THAN AN  ACTION  BY OR IN THE RIGHT OF THE
CORPORATION. Indemnitee shall be entitled to the indemnification rights provided
in this  Section 2 if  Indemnitee  is a party to or is  threatened  to be made a
party to any Proceeding (as defined in Section 7), other than an action by or in
the right of the Corporation,  by reason of the fact that Indemnitee is or was a
director, officer, employee, agent, or fiduciary of the Corporation or is or was
serving at the  request of the  Corporation  as a director,  officer,  employee,
agent or  fiduciary of any other  corporation,  partnership,  limited  liability
company,  joint  venture,  trust or other  enterprise  or entity or by reason of
anything done or not done by Indemnitee in any such  capacity.  Pursuant to this
Section 2, Indemnitee shall be indemnified against reasonable costs

<PAGE>


and  expenses  (including  attorneys'  fees),  judgments,  penalties,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by Indemnitee in
connection   with  such   Proceeding   (including,   but  not  limited  to,  the
investigation, defense or appeal thereof), if Indemnitee acted in good faith and
in a manner Indemnitee  reasonably  believed to be in or not opposed to the best
interests of the Corporation,  and, with respect to any criminal Proceeding, had
no reasonable cause to believe her conduct was unlawful.

     SECTION 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.  Indemnitee shall
be  entitled  to the  indemnification  rights  provided  in  this  Section  3 if
Indemnitee  is a person who was or is made a party or is threatened to be made a
party to any Proceeding brought by or in the right of the Corporation to procure
a  judgment  in its  favor by reason  of the fact  that  Indemnitee  is or was a
director,  officer, employee, agent or fiduciary of the Corporation or is or was
serving at the  request of the  Corporation  as a director,  officer,  employee,
agent, or fiduciary of any other  corporation,  partnership,  limited  liability
company,  joint  venture,  trust or other  enterprise  or  entity  by  reason of
anything done or not done by Indemnitee in any such  capacity.  Pursuant to this
Section 3, Indemnitee shall be indemnified against reasonable costs and expenses
(including  attorneys'  fees) actually and reasonably  incurred by Indemnitee in
connection   with  such   Proceeding   (including,   but  not  limited  to,  the
investigation,  defense,  settlement or appeal  thereof) if Indemnitee  acted in
good  faith  and in a  manner  Indemnitee  reasonably  believed  to be in or not
opposed to the best interests of the Corporation.

     SECTION 4.  INDEMNIFICATION  FOR COSTS AND  EXPENSES OF  SUCCESSFUL  PARTY.
Notwithstanding  the other  provisions  of this  Agreement,  to the extent  that
Indemnitee  has  served as a witness  on behalf of the  Corporation  or has been
successful  on the  merits or  otherwise,  including,  without  limitation,  the
dismissal  of a  Proceeding  without  prejudice,  in defense  of any  Proceeding
referred  to in  Sections 2 and 3 hereof,  or in defense of any claim,  issue or
matter therein,  Indemnitee  shall be indemnified  against  reasonable costs and
expenses  (including  attorneys'  fees)  actually  and  reasonably  incurred  by
Indemnitee or on Indemnitee's behalf in connection therewith.

     SECTION  5.  PARTIAL  INDEMNIFICATION.  If  Indemnitee  is  only  partially
successful in the defense, investigation, settlement or appeal of any Proceeding
described  in  Section 2 or 3  hereof,  and as a result  is not  entitled  under
Section 6 hereof to  indemnification by the Corporation for the reasonable costs
and  expenses  (including  attorneys'  fees),  judgments,  penalties,  fines and
amounts paid in settlement actually and reasonably  incurred by Indemnitee,  the
Corporation shall nevertheless indemnify Indemnitee pursuant to Section 6 hereof
to the extent Indemnitee has been partially successful.

     SECTION 6.  DETERMINATION OF ENTITLEMENT TO  INDEMNIFICATION.  When seeking
indemnification  under Section 3 or 4 hereof,  Indemnitee shall submit a written
request for  indemnification  to the  Corporation.  Such request  shall  include
documentation  or  information  that is reasonably  available to Indemnitee  and
reasonably necessary for the Corporation to make a determination of Indemnitee's
entitlement to  indemnification.  Determination  of Indemnitee's  entitlement to
indemnification  pursuant to this Agreement shall be determined by the following
person or persons,  who shall be empowered to make such  determination:  (a) the
Board of Directors of the Corporation by a majority vote of a quorum  consisting
of Disinterested Directors (as defined in Section 7); or (b) if such a quorum is
not obtainable or, even if obtainable, if the Board of Directors by the majority
vote of Disinterested  Directors so directs,  by Independent Counsel (as defined
in Section 7) in a written  opinion to the Board of  Directors,  a copy of which
shall be delivered to Indemnitee;  or (c) by the stockholders.  Such Independent
Counsel shall be


                                       2
<PAGE>


selected by the Board of Directors and reasonably acceptable to Indemnitee. Upon
failure of the Board to so select such  Independent  Counsel or upon  failure of
Indemnitee  to so accept,  such  Independent  Counsel  shall be  selected by the
Chancellor of the State of Delaware or such other person as the Chancellor shall
designate  to  make  such  selection.   Such  determination  of  entitlement  to
indemnification  shall be made  not  later  than 60 days  after  receipt  by the
Corporation of a written request for  indemnification.  Any reasonable  costs or
expenses (including attorneys' fees) incurred by Indemnitee in connection with a
request  for  indemnification  under  this  Agreement  shall  be  borne  by  the
Corporation  provided that it is ultimately  determined  that the  Indemnitee is
entitled  to  indemnification.  If the person  making such  determination  shall
determine  that  Indemnitee is entitled to  indemnification  as to part (but not
all) of the  application  for  indemnification,  such  person  shall  reasonably
prorate such partial indemnification among such claims, issues or matters.

     SECTION 7. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS. The Secretary of
the Corporation (or other officer  designated by the Board of Directors)  shall,
promptly upon receipt of  Indemnitee's  request for  indemnification,  advise in
writing the Board of  Directors,  or such other  person or persons  empowered to
make the  determination  as provided in Section 6, that Indemnitee has made such
request  for  indemnification.  Upon making  such  request for  indemnification,
Indemnitee shall be presumed to be entitled to indemnification hereunder and the
Corporation  shall have the  burden of proof in the making of any  determination
contrary to such presumption. If the person or persons so empowered to make such
determination  shall fail to make the requested  indemnification  within 60 days
after receipt by the Corporation of such request, the requisite determination of
entitlement to indemnification  shall be deemed to have been made and Indemnitee
shall be absolutely entitled to such indemnification, absent actual and material
fraud in the request for  indemnification.  The  termination  of any  Proceeding
described  in  Sections  2  or  3  hereof  by  judgment,  order,  settlement  or
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself:  (a) create a presumption  that Indemnitee did not act in good faith and
in a manner that Indemnitee  reasonably  believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal Proceeding,
that  Indemnitee had reasonable  cause to believe that her conduct was unlawful;
or (b) otherwise  adversely  affect the rights of Indemnitee to  indemnification
except as may be provided herein.

     SECTION 8. ADVANCEMENT OF EXPENSES AND COSTS. Subject to the exceptions set
forth in  Section 10 hereof,  all  reasonable  costs and  expenses  incurred  by
Indemnitee  (including  attorneys' fees, retainers and advances of disbursements
required  of  Indemnitee)  in  defending  a  Proceeding  shall  be  paid  by the
Corporation  in  advance  of the final  disposition  of such  Proceeding  at the
request of Indemnitee  within 20 days after the receipt by the  Corporation of a
statement or statements from Indemnitee requesting such advance or advances from
time to time. Indemnitee's  entitlement to such costs and expenses shall include
those  incurred in  connection  with any  proceeding  by  Indemnitee  seeking an
adjudication  pursuant to this  Agreement.  Such  statement or statements  shall
reasonably  evidence the costs and expenses incurred by Indemnitee in connection
therewith and shall include or be accompanied by a written  undertaking by or on
behalf of Indemnitee to repay such amount if it is  ultimately  determined  that
Indemnitee is not entitled to be indemnified  against such costs and expenses by
the Corporation as provided by this Agreement or otherwise.

     SECTION  9.  REMEDIES  OF  INDEMNITEE  IN  CASES  OF  DETERMINATION  NOT TO
INDEMNIFY OR TO ADVANCE EXPENSES. In the event that a determination is made that
Indemnitee  is not entitled to  indemnification  hereunder or if payment has not
been timely made following a  determination  of  entitlement to  indemnification
pursuant to Sections 6 and 7, or if expenses are not advanced


                                       3
<PAGE>


pursuant to Section 8, Indemnitee  shall be entitled to a final  adjudication in
an  appropriate  court of the State of Delaware or any other court of  competent
jurisdiction of  Indemnitee's  entitlement to such  indemnification  or advance.
Such judicial  proceeding  shall be made de novo,  and  Indemnitee  shall not be
prejudiced in seeking further relief by reason of a  determination  (if so made)
that Indemnitee is not entitled to  indemnification.  If a determination is made
or  deemed to have been made  pursuant  to the terms of  Section 6 or  Section 7
hereof that Indemnitee is entitled to indemnification,  the Corporation shall be
bound  by  such   determination  and  is  precluded  from  asserting  that  such
determination   has  not  been  made  or  that  the   procedure  by  which  such
determination  was made is not valid,  binding and enforceable.  The Corporation
further agrees to stipulate in any such proceeding that the Corporation is bound
by all the  provisions  of this  Agreement  and is  precluded  from  making  any
assertion to the  contrary.  If the court shall  determine  that  Indemnitee  is
entitled  to any  indemnification  hereunder,  the  Corporation  shall  pay  all
reasonable costs and expenses  (including  attorneys' fees) actually incurred by
Indemnitee in connection with such adjudication (including,  but not limited to,
any appellate proceedings).

     SECTION 10. EXCEPTIONS AND MODIFICATIONS TO INDEMNIFICATION.

     (a)  Notwithstanding  any other provision to the contrary set forth in this
Agreement,  unless otherwise  determined by the Board of Directors by a majority
vote  of the  Disinterested  Directors,  Indemnitee  shall  not be  entitled  to
indemnification  or  advancement  of expenses  from the  Corporation  under this
Agreement in any of the following circumstances: (i) any Proceeding initiated by
or on behalf of  Indemnitee  against the  Corporation  (other than a  Proceeding
brought solely to seek the remedies set forth in Section 9 of this Agreement for
a Proceeding not initiated by  Indemnitee),  or any  counterclaim,  cross-claim,
affirmative  defense or similar claim of the Corporation in connection with such
Proceeding;  or  (ii)  any  Proceeding  initiated  by  the  Corporation  against
Indemnitee.

     (b)  Notwithstanding  any other provision to the contrary set forth in this
Agreement,  in the event that any insurance  policy  obtained by the Corporation
would  provide   coverage  for  any   liability,   cost  or  expense  for  which
indemnification  or advancement  of expenses is sought by Indemnitee  under this
Agreement,  the  provisions  of this  Agreement  shall be modified to the extent
necessary to conform this Agreement to the requirements of such insurance policy
so as to provide  coverage to the fullest  extent  possible,  including  but not
limited to any  requirement  relating to incurring  defense  costs and retaining
legal counsel.

     SECTION  11.  OTHER  RIGHTS TO  INDEMNIFICATION.  The  indemnification  and
advancement of costs and expenses  (including  attorneys' fees) provided by this
Agreement shall not be deemed  exclusive of any other rights to which Indemnitee
may now or in the future be entitled  under any  provision of the  Corporation's
Certificate of Incorporation  or By-Laws or any agreement,  vote of stockholders
or disinterested directors, provision of law or otherwise.

     SECTION 12. ATTORNEYS' FEES AND OTHER EXPENSES TO ENFORCE AGREEMENT. In the
event that Indemnitee is subject to or intervenes in any Proceeding in which the
validity  or   enforceability  of  this  Agreement  is  at  issue  or  seeks  an
adjudication  to enforce  Indemnitee's  rights under,  or to recover damages for
breach of, this  Agreement,  if Indemnitee  prevails in whole or in part in such
Proceeding,  Indemnitee  shall be entitled to recover from the  Corporation  and
shall be  indemnified  by the  Corporation  against,  any  actual  expenses  for
attorneys' fees and disbursements reasonably incurred by Indemnitee.



                                       4
<PAGE>


     SECTION 13. DURATION OF AGREEMENT.  This Agreement shall continue until and
terminate  upon the later of: (a) ten years after  Indemnitee has ceased to hold
any of the  positions or have any of the  relationships  described in Sections 2
and 3 of  this  Agreement;  or (b)  the  final  termination  of all  pending  or
threatened  Proceedings  with respect to  Indemnitee.  This  Agreement  shall be
binding upon the  Corporation  and its successors and assigns and shall inure to
the benefit  Indemnitee  and  Indemnitee's  spouse,  assigns,  heirs,  devisees,
executors, administrators or other legal representatives.

     SECTION 14. SEVERABILITY.  If any provision of this Agreement shall be held
to be  invalid,  illegal or  unenforceable  for any reason  whatsoever:  (a) the
validity,  legality  and  enforceability  of the  remaining  provisions  of this
Agreement (including without limitation,  all portions of any paragraphs of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired  thereby;  and (b) to the fullest  extent
possible, the provisions of this Agreement (including,  without limitation,  all
portions of any paragraph of this  Agreement  containing any such provision held
to be  invalid,  illegal  or  unenforceable,  that are not  themselves  invalid,
illegal or unenforceable)  shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

     SECTION 15. IDENTICAL  COUNTERPARTS.  This Agreement may be executed in one
or more  counterparts,  each of which shall for all  purposes be deemed to be an
original but all of which together shall  constitute one and the same agreement.
Only one such  counterpart  signed by the party against whom  enforceability  is
sought needs to be produced to evidence the existence of this Agreement.

     SECTION 16. HEADINGS.  The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

     Section  17.  DEFINITIONS  AND   INTERPRETATIONS.   For  purposes  of  this
Agreement:

     (a) The  term  "Corporation"  shall  include  any  constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger  that,  if its  separate  existence  continued,  would have had power and
authority to indemnify its  directors or officers,  so that any person who is or
was a director or officer of such constituent corporation,  or is or was serving
at the request of such constituent corporation as a director, officer, employee,
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  shall  stand in the same  position  under  the  provisions  of this
Agreement with respect to the resulting or surviving  corporation as such person
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

     (b)  The  term  "Disinterested  Director"  shall  mean  a  director  of the
Corporation  who is not or was not a party to a  Proceeding  in respect of which
indemnification is being sought by Indemnitee.

     (c) The term "fines"  shall include any penalties and any excise or similar
taxes assessed on a person with respect to an employee benefit plan.

     (d) The term  "Independent  Counsel" shall mean a law firm or a member of a
law firm that neither is presently  nor in the past five years has been retained
to represent: (i) the


                                       5
<PAGE>


Corporation or Indemnitee in any matter  material to either such party,  or (ii)
any other party to the  Proceeding  giving  rise to a claim for  indemnification
hereunder.  Notwithstanding the foregoing,  the term "Independent Counsel" shall
not include any person  who,  under the  applicable  standards  of  professional
conduct  then  prevailing,  would have a conflict of  interest  in  representing
either the Corporation or Indemnitee in an Proceeding to determine  Indemnitee's
right to indemnification under this Agreement.

     (e) The term "other  enterprise"  shall  include  employee  benefit  plans,
including but not limited to any employee benefit plans of the Corporation.

     (f) The term "Proceeding"  shall mean any threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative in nature, including any counterclaim.

     (g)  Service  by  Indemnitee  "at the  request  of the  Corporation"  shall
include,  but is not limited to, any service that imposes duties on, or involves
services  by,   Indemnitee  with  respect  to  an  employee  benefit  plan,  its
participants or beneficiaries, including acting as a fiduciary thereof.

     (h) A person who acted in good faith and in a manner such person reasonably
believed  to be in the  interest of the  participants  and  beneficiaries  of an
employee  benefit plan shall be deemed to have acted in a manner "not opposed to
the best  interests  of the  Corporation"  as  referred  to in  Sections 2 and 3
hereof.

     (i)  Service  by  Indemnitee  as a partner,  trustee,  manager or member of
management  or similar  committee  of a  partnership,  joint  venture,  trust or
limited liability company, or as a director,  officer, manager, partner, trustee
or manager of an entity that is a partner,  trustee,  member or joint  venturer,
shall be considered  service as a director or officer of the partnership,  joint
venture, trust, limited liability company or other enterprise.

     SECTION  18.  MODIFICATION  AND  WAIVER.  No  supplement,  modification  or
amendment of this Agreement  shall be binding unless executed in writing by both
of the parties  hereto.  No waiver of any of the  provisions  of this  Agreement
shall be deemed or shall  constitute  a waiver  of any other  provisions  hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

     SECTION 19. NOTICE BY INDEMNITEE.  Indemnitee agrees promptly to notify the
Corporation in writing upon being served with any summons,  citation,  subpoena,
complaint, indictment, information or other document relating to any matter that
may be subject to indemnification  covered hereunder,  either civil, criminal or
investigative.

     SECTION   20.   NOTICES.   All   notices,   requests,   demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given if (a)  delivered by hand and receipted for by the party to whom said
notice or other  communication  shall  have been  directed  or if (b)  mailed by
certified or registered  mail with postage  prepaid,  on the third  business day
after the date on which it is so mailed:


                                       6
<PAGE>


     If to  Indemnitee,  to the address set forth on the signature  page to this
Agreement.

     If to the Corporation to:

          C&D Technologies, Inc.
          1400 Union Meeting Road
          P.O. Box 3053
          Blue Bell, PA 19422-0858
          Attention: Corporate Secretary

or to such  other  address  as may have  been  furnished  to  Indemnitee  by the
Corporation or to the Corporation by Indemnitee, as the case may be.

     SECTION 21.  GOVERNING LAW. The parties agree that this Agreement  shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of Delaware.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year first above written.

                                             C&D TECHNOLOGIES, INC.


                                             By: /s/ Stephen E. Markert, Jr.
                                                --------------------------------

                                             Title: VP-CFO
                                                   -----------------------------



                                              Pamela S. Lewis
                                             -----------------------------------
                                             Name:  (please print or type)

                                              /s/ Pamela S. Lewis
                                             -----------------------------------
                                             Signature


                                             Address:

                                              [Home address inserted]
                                             -----------------------------------

                                             -----------------------------------


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</TEXT>
</DOCUMENT>
