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.