EXHIBIT 10.5


                      Resolution of the Board of Directors
                                       of
                             C&D TECHNOLOGIES, INC.


I certify as Secretary of C&D TECHNOLOGIES, INC., a corporation duly organized
and existing under the laws of the State of Delaware, that the Board of
Directors of the corporation (the "Corporation") duly adopted the following
resolutions and that the resolutions are now in full force and effect:

RESOLVED: The Corporation may appoint The Chase Manhattan Bank ("Chase") as
trustee, custodian and investment manager (or to act in any of these capacities)
for any employee benefit plan adopted or maintained by the Corporation under
whatever terms and conditions that the officers and agents of the Corporation
may agree upon.

RESOLVED: The Corporation may appoint Chase as custodian and, if so desired by
the officers of the Corporation, investment manager of assets of the Corporation
under whatever terms and conditions that the officers and agents of the
Corporation may agree upon.

RESOLVED: The Corporation may appoint affiliates of Chase to act as the
Corporation's trustee, custodian, and investment manager (or to act in any of
these capacities) with respect to the matters discussed in the preceding
resolutions.

RESOLVED: Any officer of the Corporation (or his or her designee) hereby may
enter into on behalf of the Corporation, trust, custody, and investment
management instruments and agreements and documents relating to services
provided or to be provided by Chase or its affiliates as trustee, custodian, or
investment manager of the Corporation or any of the Corporation's employee
benefit plans. The officers, employees, and agents of the Corporation are hereby
authorized to give notices, certifications, directions and instructions
(including for example, instructions for the transfer of funds and securities)
under any such instrument, agreement, or document, and to execute any related
documents, as may be contemplated by any such agreement, or document, and Chase
shall not be obligated to inquire into the circumstances of any such
instruction.

RESOLVED: Chase and its affiliates may rely and act upon any certification of
these resolutions provided to it by the Secretary, or any other officer of the
Corporation. These resolutions shall continue in full force and effect until
Chase is advise by a like certificate of any changes.

                                 C&D TECHNOLOGIES, INC.



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

Date: 1/28/99
      -------