Exhibit 10.2

                            Resolutions Adopted at a
                      Meeting of the Board of Directors of
                             C&D Technologies, Inc.
                                 April 27, 1999
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     WHEREAS, the Corporation  sponsors the C&D Technologies,  Inc. Pension Plan
for Salaried Employees (the "Plan");

     WHEREAS,  the  Corporation  desires  to extend  the Plan to  salaried  U.S.
employees of the Dynasty  Division  (formerly the Specialty  Battery Division of
Johnson Controls, Inc.) effective March 1, 1999; and

     WHEREAS,  the Corporation  also desires to establish a defined benefit plan
for U.S. employees  represented by a collective  bargaining agent at the Dynasty
Division which  substantially  reflects the plan in effect for such employees at
the Specialty Battery Division of Johnson Controls, Inc., effective on and after
March 1, 1999;

     NOW THEREFORE BE IT RESOLVED,  that  effective  March 1, 1999, all salaried
U.S.  employees of the Dynasty  Division shall be eligible  employees  under the
Plan  effective  March 1, 1999 and years of service for Johnson  Controls,  Inc.
shall be recognized as if such service was  performed  for the  Corporation  but
only for purposes of eligibility  to participate  and for vesting and such years
of service shall be disregarded for every other purpose under the Plan including
but not limited to benefit accrual service.

     RESOLVED,  that a plan shall be established  covering U.S. employees of the
Dynasty   Division   represented   by  a  collective   bargaining   agent  which
substantially  reflects the defined benefit plan in effect for such employees at
the Specialty Battery Division of Johnson Controls,  Inc. and such plan shall be
effective March 1, 1999  recognizing  service under the Johnson  Controls,  Inc.
plan and service after March 1, 1999 but offsetting the benefit earned under the
Johnson Controls, Inc. plan.

     RESOLVED,  that the proper officers of the Corporation be, and each of them
hereby  is,  authorized  and  directed  to take all such  further  action and to
execute all such further  instruments and documents in the name of and on behalf
of the Corporation,  under its corporate seal or otherwise,  and to pay all such
costs and expenses as shall be necessary  or  appropriate  in order to carry out
the intent and accomplish the purposes of the foregoing resolutions.