Exhibit 10.3


                               FIRST AMENDMENT TO
                       THE C&D TECHNOLOGIES, INC. PENSION
                           PLAN FOR SALARIED EMPLOYEES

     THIS  FIRST   AMENDMENT  is  made  on  this  12th  of  June  2002,  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 "Plan").

     WHEREAS,  the Company wishes to amend the Plan to reflect changes  required
by applicable law.

                                    AMENDMENT

     NOW, THEREFORE, the Company hereby amends the Plan as follows:

     1. By deleting  Section 1.12 in its entirety and by  substituting  therefor
the following:

     "1.12 Authorized Leave of Absence

          An approved  absence of a Member for family illness,  personal health,
          layoff,  absences  under the  Family or Medical  Leave Act,  effective
          December 12, 1994,  absences under the Uniformed  Services  Employment
          and  Re-employment  Rights Act of 1994,  or other  approved  leaves of
          absence.  A period of authorized leave shall be considered as a period
          of Eligibility  Service,  except that if the Member does not return to
          the employment of the Company upon conclusion of the approved absence,
          the Member's  Severance  from  Employment  Date shall be determined in
          accordance with Plan Section 1.26(c).

     2. By deleting  Section 1.28 in its entirety and by  substituting  therefor
the following:

     "1.28 Employee

          Any person (a) employed by an  Affiliated  Company for purposes of the
          Federal Insurance  Contributions Act, (b) a leased employee within the
          meaning  of Code  Section  414(n)(2)  with  respect  to an  Affiliated
          Company,  or (c) deemed to be an  employee  of an  Affiliated  Company
          pursuant to  regulations  under Code Section  414(o).  For purposes of
          this Section 1.28,  the term `leased  employee'  means a person (other
          than an  employee of the  recipient)  who,  pursuant  to an  agreement
          between the recipient and another person (`leasing organization'), has
          performed  services for the recipient  (or a Affiliated  Company) on a
          substantially  full-time  basis for a period of at least one year, and
          such services are performed under the primary  direction or control of
          the service recipient."

     3. By  deleting  the third from the last  paragraph  in Section  5.4 in its
entirety and by substituting therefor the following:

          "Effective until January 1, 2000, in the case of any individual who is
          a member  in both the Plan and in a defined  contribution  plan of the
          Company,   the  defined   benefit   plan   fraction  and  the  defined
          contribution plan fraction for any calendar year may not exceed 1.0."

     4. By deleting  the fifth  paragraph  of Section 5.4 in its entirety and by
substituting therefor the following:

          "'Annual Benefit' shall mean a benefit payable annually in the form of
          a straight  life  annuity  with no  ancillary  benefits or a Joint and
          Survivor  Annuity  in the  case of a  married  Member  with a  Spouse.
          Benefits  payable in any other form will be adjusted to the  actuarial
          equivalent  of a straight  life  annuity.  For purposes of making this
          adjustment  the interest  rate  assumption  shall not be less than the
          assumption  specified  under the Plan,  or five percent (5%) per year.
          Effective  January 1, 1995, the actuarial  adjustment  will be made in
          the  manner  prescribed  by  the  Secretary  of  the  Treasury  to  be
          consistent   with  the  reduction  for  old-age   insurance   benefits
          commencing before the Social Security  Retirement Age under the Social
          Security Act."

     IN WITNESS WHEREOF, the Company has executed this First Amendment as of the
day and year first above written.

                                    COMPANY:
                                    C&D TECHNOLOGIES, INC.

                                    By:/s/ Linda Hansen
                                       ----------------------------------------

                                    Title: Vice President
                                          -------------------------------------


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