Exhibit 10.3

                            Resolutions Adopted at a
                      Meeting of the Board of directors of
                             C&D Technologies, Inc.
                                 April 27, 1999
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     RESOLVED, that the C&D TECHNOLOGIES,  INC. 1996 Stock Option Plan is hereby
amended to provide that the following  alternate Sections 7(g)(ii) and 7(g)(iii)
shall apply to Options under that Plan granted after the date of this resolution
but not to Options  granted  prior to such date (to which  Options the  original
Sections 7(g)(ii) and 7(g)(iii) shall apply):

          7(g)(ii)  In  the  event  of an  Optionee's  termination  of
          employment with the Company or any of its subsidiaries under
          circumstances  other  than  by  the  Company  or  any of its
          subsidiaries  for cause given by the Optionee or voluntarily
          on the  part of the  Optionee,  or for  reasons  other  than
          retirement,   death  or   disability,   such  Options  shall
          terminate three months after the date of such termination of
          employment  or  on  their   respective   Expiration   Dates,
          whichever shall first occur;  PROVIDE,  HOWEVER, that if the
          Optionee  dies  within  such three  month  period,  the time
          period set forth in Section 7(g)(iii) shall apply.

          7(g)(iii) In the event of an Optionee's  death or disability
          while employed by the Company or any of its subsidiaries, or
          in the event of an Optionee's retirement, such Options shall
          terminate on the first  anniversary of the Optionee's death,
          disability  or  retirement,  as the case may be, or on their
          respective Expiration Dates, whichever shall first occur.