EXHIBIT 10.5

                         C&D Charter Power Systems, Inc.
                       Pension Plan for Salaried Employees
                                   Amendment 3


It is the desire of the Board of Directors of C&D Charter  Power  Systems,  Inc.
(hereinafter  referred  to as "the  Company")  to amend  the C&D  Charter  Power
Systems,  Inc. Pension Plan for Salaried Employees  (hereinafter  referred to as
"the Plan") to modify the factors used in determining a lump sum pension payable
under the Plan. Under Section 10.1 of the Plan, the Company retains the right to
amend the Plan.

                                       (1)

Section 6 of  Appendix A to the Plan is hereby  amended by the  addition  of the
following paragraph at the end thereof:

         "Lump sum  settlements  made in  accordance  with  Section  6.7 and 6.8
         herein,  on or after the first day of the month  following  the date of
         adoption of this amendment,  shall equal the monthly pension payable at
         Normal  Retirement Date (or if later,  the Benefit  Commencement  Date)
         multiplied  by the factor from the  mortality  table  prescribed by the
         Secretary  of  the  Treasury  based  on the  prevailing  Commissioners'
         standard  table  (described  in  Code  Section  807(d)(5)(A))  used  to
         determine reserves for group annuity contracts issued on the date as of
         which present value is being determined (without regard to Code Section
         807(d)(5)).  The interest rate is the interest rate on 30-year Treasury
         securities  for the month of November  which  immediately  precedes the
         Plan Year in which the distribution occurs."

                                    C&D Charter Power Systems, Inc.



                                    By: /s/ Alfred Weber     S. E. Markert, Jr.
                                         -------------------------------------
                                             Director

Date:  2/18/97






                         C&D Charter Power Systems, Inc.
                       Pension Plan for Salaried Employees
                                   Amendment 4


                                       (1)

Effective January 1, 1998 the name of the plan shall be:

         "C&D TECHNOLOGIES, INC. Pension Plan for Salaried Employees".

and  Section  1.23 and any  other  provision  of the plan  shall be  amended  by
replacing  the  name  "C&D  Charter  Power  Systems,  Inc."  with  the  name C&D
TECHNOLOGIES, INC.

                                       (2)

Article II, Section  2.1(b) shall be amended by the  addition  of the  following
sentence:

         "Effective  on and  after  January  1,  1997,  each  Employee  shall be
         eligible to become a Member on their date of hire."

                                       (3)

Article I, Section 1.19(g) shall be amended by the addition of the following:

          "Eligibility  Service,  on and after January 1, 1997, shall be used to
          determine vesting or benefits."



                              C&D TECHNOLOGIES, INC.



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

Date: 1/27/98