Exhibit 10.4

                            Resolution Adopted at a
                      Meeting of the Board of Directors of
                             C&D Technologies, Inc.
                                 June 29, 1999
                                 -------------


     RESOLVED,  that Section 7.1 of the Corporation's 1998 Stock Option Plan be,
and it hereby is, amended to read as follows:

          "(a) On the date of the Annual  Meeting of  Stockholders  of
          the Company held in 1998, each  Non-Employee  director shall
          be  automatically  granted  shares of Common  Stock having a
          Fair Market Value on such date of $12,000. Alternatively, at
          the election of a  Non-Employee  Director made in writing to
          the Chief  Financial  Officer of the Company  within 30 days
          prior to the date of grant,  the  Non-Employee  Director may
          choose to receive a combination of (i) a number of shares of
          Common  Stock having a Fair Market Value equal to the excess
          of  $12,000  over the amount of cash  referred  to in clause
          (ii) of this sentence, and (ii) an amount of cash sufficient
          for such Non-Employee Director to pay the federal, state and
          local income taxes he or she may  reasonably  be expected to
          owe as a result  of the  receipt  of such  shares  of Common
          Stock (as determined by the Committee).

          "(b) (i) Subject to clause  (ii)  below,  on the date of the
          Annual Meeting of  Stockholders of the Company held in 1999,
          and in each year  thereafter in which shares of Common Stock
          remain  available  for grant  hereunder,  each  Non-Employee
          Director  shall be  automatically  granted  shares of Common
          Stock  having a Fair  Market  Value on such date of $18,000;
          except that a Non-Employee  Director  serving as Chairman of
          the Board shall  automatically  be granted  shares of Common
          Stock  having a Fair  Market  Value on such date of $30,000.
          The Board of Directors may also grant,  at any time and from
          time to time, to a Non-Employee Director serving as Chairman
          of the Board additional shares of Common Stock having a Fair
          Market Value on the date of grant determined by the Board of
          Directors.  Any such  grant  shall  be made by the  Board of
          Directors based on the time and effort spent by the Chairman
          of the Board in performing his duties and such other factors
          as the Board may consider relevant.



          "(ii) Notwithstanding clause (i) above, at the election of a
          Non-Employee Director made in writing to the Chief Financial
          Officer of the Company prior to the grant,  the Non-Employee
          Director may choose to receive a combination of (x) a number
          of shares of Common  Stock  having a Fair Market Value equal
          to 2/3 of the  Fair  Market  Value  determined  pursuant  to
          clause  (i),  and (y) an amount of cash  equal to 1/3 of the
          Fair Market Value determined pursuant to clause (i).

          "(c)  Any  Non-Employee  Director  who is first  elected  or
          appointed  to the Board  after the grant of shares of Common
          Stock  hereunder  in any year,  shall upon such  election or
          appointment be  automatically  granted a pro rata portion of
          the  shares  of  Common  Stock  or cash  referred  to in the
          preceding  sentence,  based  upon the  portion of the period
          between   Annual   Meetings   of   Stockholders   that  such
          Non-Employee Director is expected to serve in such capacity.

          "(d) The Committee  hereby approves each election to receive
          cash or stock hereunder."