C&D TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exb10-2.txt
<TEXT>
                                                                    Exhibit 10.2


                           EMPLOYEE SEPARATION AGREEMENT

     This  is  an  Employee  Separation  Agreement  ("Agreement")  between  Mark
Amatrudo   (referred  to  herein  as  "Mr.  Amatrudo"  or  "Employee")  and  C&D
Technologies,  Inc. (referred to herein as "C&D" or "Company") setting forth the
terms of separation from employment of Employee.

WITNESSETH

          WHEREAS, Employee is the Vice President, General Manager of the Motive
Power Division for C&D, based in Blue Bell, Pennsylvania; and

          WHEREAS,  the parties have mutually agreed to terminate the employment
relationship on the terms set forth herein;

          WHEREAS, C&D has agreed to grant Employee certain  consideration,  set
forth herein, which Employee acknowledges that C&D is not required to grant; and

          NOW, THEREFORE, Employee and C&D, intending to be legally bound and in
consideration of the mutual promises set forth below, hereby agree as follows.

          1.   Terms of Termination of Employment.
               ----------------------------------

               a. Employee's  employment by C&D will terminate on the earlier of
(i) the date that Mr.  Amatrudo  commences full time  employment  with any third
party;  or (ii) 364 days  following the  Transition  Date, as defined in Section
1(b)  below  (the  "Effective  Date").  C&D's  records  will  reflect  that this
termination is a result of a voluntary resignation.

               b.  Beginning  July 1, 2002 or such later date as the parties may
agree, but in any event no later than September 1, 2002 (the "Transition  Date")
and until the Effective Date, Mr.  Amatrudo's job title shall be Vice President,
Special Projects;  however,  effective upon the Transition Date,  employee shall
not be required to regularly  attend work, but shall  occasionally  perform such
assignments,  if any, as may be communicated to him in writing, by either of the
President and Chief Executive Officer or the Board of Directors of C&D.

          2.   Additional Consideration.
               ------------------------

               Provided  that  Mr.  Amatrudo   accepts  all  of  the  terms  and
conditions of this  Agreement and does not revoke his  acceptance as provided in
Section 8, below, C&D shall provide salary continuation, paid bi-weekly, through
the  Effective  Date,  at the rate of  one-half of Mr.  Amatrudo's  then-current
annual base salary (less applicable federal,  state, and local payroll and other
taxes as well as deductions  for  outstanding  loan payments  under that certain
Promissory  Note  dated  January  11,  2002,  which is  incorporated  herein  by
reference),  in addition to certain other consideration  described below, all of
which  shall  collectively  be referred  to as the  "Additional  Consideration".
Employee   acknowledges   C&D  is  not   obligated   to  grant  the   Additional
Consideration.  Employee's current base salary, stated in annual terms, shall be
deemed to be

<PAGE>


$150,000 for any period of time during which Motive Power  employees are subject
to a salary  reduction  action and  $160,000,  stated in annual  terms,  for any
periods  thereafter  during which he is entitled to be paid salary  continuation
pursuant to the terms of this Agreement.

          3.   Fringe Benefits.
               ---------------

               a.  Through the  Effective  Date,  Mr.  Amatrudo  may continue to
participate in the Company's medical,  dental and life insurance programs as Mr.
Amatrudo  participated  on May 24,  2002,  the costs  for  which  shall be those
applicable to employees  earning $100,000 or greater per year.  Thereafter,  Mr.
Amatrudo may continue, at his expense, his medical and dental insurance benefits
to the extent permitted by the Consolidated  Omnibus Budget  Reconciliation  Act
("COBRA").  If Mr. Amatrudo should make  application for and be determined to be
eligible to receive short-term disability payments, qualifying payments would be
made by the  Company  in  accordance  with  the  terms of the  Plan,  and at the
bi-weekly  rate  specified  in  Section  2 of this  Agreement  (i.e.,  no double
payments).  Provided that Mr.  Amatrudo does not notify C&D in writing to cancel
and cease taking  payroll  deductions  for his  long-term  disability  insurance
coverage before such date, Mr. Amatrudo may participate in the company-sponsored
long-term  disability  plan through the Effective  Date in  accordance  with its
terms. If requested to do so, C&D will report truthfully to the carrier that Mr.
Amatrudo's annualized base salary during his employment with C&D was $160,000.

               b.  Employee's  earned but unused vacation time, if any, shall be
subsumed  within the time between the Transition Date and the Effective Date and
shall not be  separately  paid for. No  additional  vacation  time shall  accrue
through the Effective Date.

               c.  Through the  Effective  Date,  Mr.  Amatrudo  may continue to
participate  in the C&D Savings Plan and Pension Plan for salaried  employees in
accordance with the terms and provisions of the respective Plans, as they may be
amended from time to time. Mr.  Amatrudo may also continue to participate in the
Deferred  Compensation  Plan  and  Supplemental  Executive  Retirement  Plan  in
accordance with the terms of the respective Plans through the Effective Date.

               d. Mr.  Amatrudo may exercise  options,  granted to him under any
C&D Stock  Option  Plan,  which have vested or which may vest on or prior to the
Effective  Date in accordance  with the terms and  provisions of the  applicable
Plans and consistent with the  characterization of his termination of employment
with C&D as a voluntary resignation on the Effective Date. Through the Effective
Date, Mr. Amatrudo may, from time to time, be considered an "insider" as defined
in the C&D  Insider  Trading  Policy,  as it may be  amended  from time to time;
provided, however, that following the Transition Date he shall not be considered
an Executive  Officer for Section 16  reporting  purposes  under the  Securities
Exchange  Act of 1934.  Notwithstanding  the  foregoing,  Mr.  Amatrudo may have
continuing reporting  obligations under Section 16 with respect to purchases and
sales  of C&D  stock  that  occur  within  six  months  after  an  opposite  way
transaction that preceded the date of this Agreement,  and he remains subject to
the Company's  Insider Trading Policy;  accordingly,  all purchases and sales of
C&D stock


                                       2
<PAGE>


must  be  pre-cleared  with  either  of the  Vice  President,  Finance  or  Vice
President,  General  Counsel  of C&D.  From  the  Transition  Date  through  the
Effective  Date,  Employee will not be subject to the Company's  Executive Stock
Ownership guidelines.

               e. Mr.  Amatrudo  will not be  eligible  to  participate  in, and
acknowledges  that he is not  entitled to receive any  payments or other  awards
under any  Management  Incentive  Compensation  Plan ("MICP") or any other bonus
arrangement with C&D; provided,  however,  (i) that in its sole discretion,  the
President,  Chief  Executive  Officer and/or the  Compensation  Committee of the
Board of Directors may consider  whether any  discretionary  bonus will be paid;
and (ii) C&D agrees to pay Mr.  Amatrudo  the sum of  $12,500,  net of  standard
deductions  ("Agreed  Bonus")  within  ten  (10)  business  days  following  the
execution of the Release  referred to in Section 4 hereof.  Notwithstanding  the
preceding  sentence,  in the event  that  MICP  bonuses  are paid to C&D  senior
management,  generally,  prior to the  Effective  Date,  Mr.  Amatrudo  shall be
entitled to receive  one-half of the Agreed Bonus,  net of standard  deductions,
upon execution of an interim  Release (in a form  satisfactory  to C&D) covering
the period from the  Transition  Date through the date on which the Agreed Bonus
is paid.  Mr.  Amatrudo will not be eligible to receive any further stock option
grants or salary increases  through the Effective Date, nor, except as otherwise
noted in Section 2 hereof,  will Mr. Amatrudo be subject to salary reductions or
unpaid time off for furloughs that may apply to the Motive Power Division or C&D
employees,  generally.  Mr.  Amatrudo  shall not be eligible for a  Company-paid
executive physical examination prior to the Effective Date.

               f. Mr.  Amatrudo  shall not be  eligible  to  continue to receive
reimbursement for executive  financial  planning  following the Transition Date.
Mr.  Amatrudo  shall  be  eligible  for  reimbursement  for  financial  planning
assistance for fees reasonably incurred before the Transition Date.

               g. Except for accrued  benefits under C&D employee  benefit plans
in which Employee may currently  participate,  all other  employee  benefits not
specifically continued by this Agreement shall terminate on the Effective Date.

               h. Mr. Amatrudo  acknowledges  that the Company may, from time to
time, in its sole  discretion,  modify or amend any or all of the plans in which
he may participate to apply to C&D employees generally (including Mr. Amatrudo).

          4.   Execution of a Release by Mr. Amatrudo.
               --------------------------------------

               In  consideration  of the Additional  Consideration  described in
Sections 1, (a) and (b), 2, 3 (a), (c), (d) and (e) hereof,  which Mr.  Amatrudo
acknowledges  that C&D is not required or obligated to pay or otherwise  provide
for, Mr.  Amatrudo  agrees to executive the release which is attached  hereto as
Exhibit A within five (5) days following the Effective Date.


                                       3
<PAGE>


          5.   General Release.
               ---------------

               After  having  had  a  reasonable   opportunity  to  review  this
Agreement  and an  opportunity  to consult  with an advisor  or an  attorney  of
Employee's  choice,  Employee  on  Employee's  own  behalf,  and  on  behalf  of
Employee's  heirs,   administrators  and  assigns,   knowingly  and  voluntarily
releases,  remises and forever  discharges  C&D,  its  subsidiaries,  parent and
related companies and their  predecessors,  successors and assigns,  and each of
their respective officers, directors, employees,  stockholders,  insurers agents
and attorneys and all those charged or chargeable with liability on their behalf
(collectively "Releasees"), from any and all rights or claims, causes of action,
liability,  damages,  attorneys'  fees and  costs of any  kind or  nature  which
Employee has or may have against Releasees,  including, but not limited to those
rights  or  claims  arising  out  of or in any  way  connected  with  Employee's
employment by C&D or Employee's  separation  from  employment by C&D, claims for
wages,  stock or profits,  claims of wrongful  discharge  in violation of public
policy or on any other grounds, breach of contract (whether express or implied),
breach of the covenant of good faith and fair dealing,  intentional or negligent
infliction of emotional  distress,  defamation,  negligence,  misrepresentation,
fraud,  violation of public  policy,  other torts  (whether  based on statute or
common law),  claims for payment of attorneys'  fees (whether based on contract,
statute or common law), claims of  discrimination on the basis of race,  gender,
color, religion,  marital status,  national origin,  handicap or disability,  or
veteran's  status,  and any and all claims  arising  out of or  relating  to any
federal,  Pennsylvania,  Connecticut, other state or local statutes, ordinances,
regulations,  orders or common law, labor  relations,  fair employment and equal
employment  laws,  Title VII of the Civil  Rights Act of 1964,  as  amended,  42
U.S.C.  ss.  2000e-1,  et seq.,  42 U.S.C.  ss. 12101,  et seq.,  the Family and
Medical Leave Act of 1993, the Employee  Retirement Income Security Act of 1974,
the Consolidated  Omnibus Budget  Reconciliation Act of 1985, the National Labor
Relations Act, the Fair Labor Standards Act, the Occupational  Safety and Health
Act, the  Pennsylvania  Wage and Hour laws,  the  Pennsylvania  Wage Payment and
Collection  Law  (PWPCL),  the  Pennsylvania  Human  Relations  Act (PHRA)  that
Employee now has or ever had against Releasees from the beginning of time to the
date of this Agreement. It is expressly understood and agreed that the foregoing
is a general release of all claims and rights against C&D.

          6.   Release of Age Discrimination Claims.
               ------------------------------------

               After  having  had  a  reasonable   opportunity  to  review  this
Agreement  and an  opportunity  to  consult  with  an  attorney  or  adviser  of
Employee's  choice,  Employee,  Employee's heirs,  administrators,  and assigns,
knowingly and  voluntarily  releases,  remises and forever  discharges  C&D, its
subsidiary  and  related  companies,  and  each of  their  respective  officers,
directors,  employees  and  agents  and all those  charged  or  chargeable  with
liability  on their  behalf,  of and from any and all  rights  or  claims  which
Employee may have against any of them under the Age Discrimination in Employment
Act of 1967, as amended,  29 U.S.C.  ss. 621 et. seq. or under any other federal
or state law  prohibiting  discrimination  based upon age, from the beginning of
time to the date of this Agreement.


                                       4
<PAGE>




          7.   Compliance with Older Workers Benefit Protection Act.
               ----------------------------------------------------

               This  Agreement  is intended  to comply  with  Section 201 of the
Older Workers Benefit Protection Act of 1990, 29  U.S.C.ss.626(f).  Accordingly,
Employee acknowledges and represents that Employee:

               a.  waives  all  rights  or  claims  against  C&D  under  the Age
Discrimination in Employment Act of 1967, as amended,  29 U.S.C.ss.621,  et seq.
("ADEA")  knowingly and  voluntarily in exchange for  consideration  of value to
which Employee is not otherwise entitled;

               b. has been advised in writing by C&D to consult with an attorney
in connection  with this Agreement and Employee's  decision to waive  Employee's
rights or claims under the ADEA;

               c. has been  given a period  of at  least  twenty-one  (21)  days
within  which to  consider  this  Agreement  and  Employee's  decision  to waive
Employee's rights or claims under the ADEA; and

               d. has been  informed by C&D and  understands  that  Employee may
revoke this  Agreement  for a period of seven (7) calendar days after signing it
and that this  Agreement will not become  effective or  enforceable  until after
this seven (7) day period has expired.

          8.   Revocation of this Agreement.
               ----------------------------

               In  the  event  that  Employee   chooses  to  revoke   Employee's
acceptance of this  Agreement,  Employee will provide C&D with written notice of
the  revocation,  which shall be sent by United States mail,  certified,  return
receipt  requested,  post-marked within seven (7) calendar days of the date that
Employee  signs  this  Agreement.  Notice  to C&D  shall  be  given  to the Vice
President,  Human  Resources,  C&D  Technologies,  1400 Union Meeting Road, Blue
Bell, Pennsylvania 19422.

          9.   Covenant Not To Sue.
               -------------------

               Employee  agrees and covenants that Employee has not and will not
bring any action,  or file any claims against C&D and its subsidiary and related
companies, or any of their respective officers, directors,  employees or agents,
past and present,  individually  or  collectively,  which  relates in any way to
Employee's employment or Employee's separation from employment by C&D.

          10.  Non-Disparagement.
               -----------------

               Employee  and  C&D  hereby  agree  to  refrain  from  making  any
negative,   disparaging,   defamatory  or  slanderous  comments,  references  or
characterizations concerning the other party and, in Employee's case, concerning
C&D's  officers,  directors,  employees,  agents,  products or services,  either
verbally, in


                                       5
<PAGE>



writing,  or in any other manner, to any third party for any purpose whatsoever,
unless a legal duty to do so is imposed.

          11.  Nondisclosure of Information.
               ----------------------------

               a. Employee  acknowledges  that by reason of his employment  with
C&D,  Employee came into  possession of confidential  information  regarding the
business and operations of C&D, including,  without  limitation,  trade secrets,
proprietary information,  internal financial information,  financial,  marketing
and strategic plans,  product costs,  customer lists,  pricing,  and key contact
information,  dealer and supplier data,  inventions,  new product plans, pending
patent   applications,   formulas,   proprietary   compounds,   product  styles,
manufacturing processes, manufacturing equipment, present or anticipated methods
of  doing  business,  key  personnel  information,  organizational  charts,  and
database  information,  whether  or  not  marked  "confidential"  ("Confidential
Business Information"),  and that unauthorized use or disclosure of Confidential
Business  Information would irreparably damage C&D. Employee agrees that he will
forever  keep  confidential  all  Confidential  Business  Information  of  which
Employee  learned or came into possession while an employee of C&D, and Employee
will not disclose or use C&D's Confidential Business Information.

               b.  Employee  acknowledges  that  Employee  signed an  "Agreement
Relating to  Intellectual  Property and  Confidential  Information"  with C&D on
December  28, 2000  ("Confidentiality  Agreement").  Employee  acknowledges  and
reaffirms the obligations and duties Employee assumed under the  Confidentiality
Agreement and agrees that Employee  shall  continue to abide by the terms of the
Confidentiality Agreement after the termination of Employee's employment.

          12.  Return of Property.
               ------------------

               Mr.  Amatrudo  represents  that  he has  returned  to C&D or will
return prior to the Effective Date all materials in his possession or within his
control  which  relate to the  business of C&D,  including,  but not limited to,
data,  documents,  reports,  programs,  diskettes,  computer printouts,  program
listings, computer hardware and/or software, memoranda, notes, records, reports,
plans,  studies,  price  lists,  customer  lists,  customer  contact  and  other
information, and any and all similar or dissimilar information without regard to
the form in which it is  maintained.  Mr.  Amatrudo  acknowledges  that all such
materials are the sole property of C&D and that he has no right, title, or other
interest in or to such  materials.  Mr.  Amatrudo  further  agrees to return all
Company credit cards, computers,  printers,  cellular telephones and any similar
or  dissimilar  items  prior  to the  Effective  Date  and that he will use them
exclusively for the conduct of C&D business.

          13.  Non-Solicitation of Employees and Customers.
               -------------------------------------------

               a. Mr.  Amatrudo agrees that beginning on the date hereof and for
a period of  one-hundred  eighty (180) days after the  Effective  Date, he shall
not, either  directly or indirectly,  induce,  suggest,  encourage,  entice,  or
solicit any employee of C&D to leave the employ of C&D.


                                       6
<PAGE>



               b. Mr.  Amatrudo agrees that beginning on the Transition Date and
for a period of one-hundred eighty (180) days after the Effective Date, he shall
not, either directly or indirectly or by acting in concert with others, solicit,
influence,  or  attempt to solicit or  influence,  any  customers  of C&D or any
customer  prospects  of C&D with whom Mr.  Amatrudo  had any contact  during the
eighteen  month period prior to the  Transition  Date to purchase from any other
person,  partnership,  corporation  or other entity any  products  which are the
same, similar to or marketed as competitive with products sold by C&D.

          14.  Non-Competition.
               ---------------

               a. Mr.  Amatrudo  agrees  that  during  such  time as he shall be
employed by the Company,  and for the applicable  Restricted  Period (as defined
below)  thereafter,  he shall not,  without the written  consent of the Board of
Directors,  directly or indirectly,  become associated with, render services to,
invest in, represent,  advise or otherwise participate as an officer,  employee,
director,  stockholder,  partner, agent of or consultant for, any business that,
as of the Effective Date, is competitive  with the business in which the Company
is  engaged or in which the  Company  has taken  affirmative  steps to engage (a
"Competitive  Business") in the United States;  provided,  however, that nothing
herein (i) shall  prevent  Mr.  Amatrudo  from  investing  without  limit in the
securities of any company  listed on a national  securities  exchange,  provided
that his involvement with any such company is solely that of a stockholder,  and
(ii) is  intended  to prevent  him from  being  employed  during the  applicable
Restricted  Period  by any  business  other  than a  Competitive  Business.  The
applicable  Restricted  Period shall be the one hundred  eighty (180) day period
following the Effective Date.

               The parties  hereto  intend that the  covenant  contained in this
Section 14 shall be deemed a series of separate covenants for each state, county
and city.  If, in any judicial  proceeding,  a court shall refuse to enforce all
the  separate  covenants  deemed  included in this  Section 14,  because,  taken
together,  they cover too extensive a geographic  area,  the parties intend that
those of such  covenants  (taken in order of the  states,  counties  and  cities
therein  which are least  populous),  which,  if  eliminated,  would  permit the
remaining separate  covenants to be enforced in such proceeding,  shall, for the
purpose of such  proceeding,  be deemed  eliminated  from the provisions of this
Section 14.

          15.  Enforcement.
               -----------

               Mr.  Amatrudo   acknowledges  that  he  has  received  sufficient
consideration  for the covenants and  restrictions  contained in this  Agreement
including,  without limitation,  those set forth in Sections 9, 11, 13 and 14 of
this Agreement; that such restrictions are reasonable in time and scope, and are
necessary for the  reasonable  protection  of the business of C&D. Mr.  Amatrudo
also  acknowledges  that monetary  damages  would be an inadequate  remedy for a
breach by Mr. Amatrudo of the promises contained in Sections 9, 11, 13 and 14 of
this  Agreement  and,  if  found by a court of  competent  jurisdiction  to have
breached any of these  restrictions,  consents to the entry of an order granting
injunctive  relief to prevent  further  violations of those  restrictions by Mr.
Amatrudo.  Mr. Amatrudo agrees that the time period of the obligations set forth
in Sections 9, 11, 13 and 14 of this  Agreement  shall be extended


                                       7
<PAGE>



by any amount of time during  which he is in violation  of the  obligations  set
forth  therein.  Mr.  Amatrudo also agrees that any award of  injunctive  relief
shall be in addition to, and in no way shall serve as, a  limitation  on any and
all other remedies C&D may have for  enforcement of the obligations set forth in
Sections 9, 11, 13 and 14 of this Agreement.

          16.  Cooperation with C&D/Acknowledgement of Payment.
               -----------------------------------------------

               a. Mr.  Amatrudo will fully  cooperate with and assist C&D or any
other company  affiliated with C&D in connection with its defense or prosecution
of any civil action or other legal proceeding or other business matter involving
C&D, of which C&D believes  Mr.  Amatrudo has  knowledge  or  information.  This
cooperation shall include,  but it is not limited to, being reasonably available
to participate in depositions, providing accurate and truthful information about
C&D,  complying  with requests by C&D to meet with its attorneys for the purpose
of providing  information  to them,  and  providing any other form of reasonable
assistance  requested.  C&D shall reimburse Mr.  Amatrudo for any  out-of-pocket
expenses incurred in connection therewith

               b. Mr. Amatrudo  acknowledges  that all monies that he has earned
in connection with his employment with C&D have been paid.

          17.  Reemployment or Reinstatement.
               -----------------------------

               Mr. Amatrudo acknowledges that he has been advised that he should
have no expectation  whatever of future  employment  with C&D and hereby forever
releases and  discharges C&D from any and all liability to reinstate or reemploy
him in any capacity and any and all claims of a right to reinstatement.

          18.  Breach.
               ------

               Mr.  Amatrudo and C&D agree that in the event one party  breaches
any part or parts of this Agreement, legal proceedings may be instituted against
that party for breach of contract.  In the event that a party  institutes  legal
proceedings  for breach of this  Agreement,  it is agreed  that the sole  remedy
available  to said party  shall be  enforcement  of the terms of this  Agreement
and/or a claim for damages  resulting from a breach of this Agreement,  but that
under no circumstances shall the party be entitled to revive, reassert or assert
any claims that the party has  released or  abandoned  under this  Agreement  in
accordance with the provisions of Sections 5, 6, 7 and 9.

          19.  Nature of Agreement.
               -------------------

               It is  understood  and agreed by Mr.  Amatrudo  and C&D that this
Agreement is a settlement of claims,  if any, that may exist between them;  that
this  settlement  does not constitute an admission of liability or wrongdoing on
the part of either  party;  and that by entering  into this  settlement  neither
party admits that there has been any unlawful or wrongful act committed  against
the other which makes it liable in any manner,  but that this settlement is only
a compromise.


                                       8
<PAGE>



          20.  Choice of Law and Selection of Forum.
               ------------------------------------

               This Agreement shall be interpreted, enforced, and governed under
the  laws  of the  Commonwealth  of  Pennsylvania.  If  any  provision  of  this
Agreement,  or the  application  thereof to any person,  place or  circumstance,
shall be held by a court of competent jurisdiction to be invalid,  unenforceable
or void, the remainder of this Agreement and such provisions as applied to other
persons, places and circumstances shall remain in full force and effect.

          21.  Agreement Entered Knowingly and Voluntarily.
               -------------------------------------------

               Mr.  Amatrudo  acknowledges  that he has been given a  reasonable
opportunity to discuss this Agreement with an attorney or advisor of his choice;
that he has carefully read and fully  understands  all of the provisions of this
Agreement;  and that he is entering into this Agreement  knowingly,  voluntarily
and of his own free will.

          22.  Miscellaneous.
               -------------

               a.  Except  as  expressly  set  forth  in  this  Agreement,  this
Agreement contains the final and entire agreement of the parties and is intended
to be an integration of all prior agreements,  negotiations and  understandings.
Neither  C&D nor Mr.  Amatrudo  shall  be bound  by any  covenants,  agreements,
statements,  representations  or warranties,  oral or written,  not contained in
this Agreement or any attachment or exhibit hereto. No change or modification to
this  Agreement  shall be valid  unless the same is in writing and signed by the
parties.  No waiver of any of the  provisions of this  Agreement  shall be valid
unless  the same is in  writing  and is signed by the party  against  whom it is
sought to be enforced.

               b. This  Agreement  shall inure to the benefit of the  respective
parties  hereto  and their  respective  heirs,  administrators,  successors  and
assigns.


          IN WITNESS WHEREOF, the parties  hereto have signed  this Agreement on
the dates indicated next to their respective signature.

 /s/ Mark Amatrudo                                         6/21/02
 ----------------------------                             ----------------------
 Mark Amatrudo                                            Date


C&D TECHNOLOGIES, INC.


By: /s/ Linda R. Hansen                                    6/21/02
    ------------------------------                        ----------------------
Title:  Vice President                                    Date
        ------------------------

                                       9
<PAGE>


















































































</TEXT>
</DOCUMENT>
