C&D CHARTER POWER SYSTEMS, INC.
                      PENSION PLAN FOR SALARIED EMPLOYEES
                       (AS AMENDED AND RESTATED EFFECTIVE
                         JANUARY 1, 1989) - AMENDMENT 1


Article I, Section 1.20 is amended by the addition of the following after the
first paragraph thereof:

     The term Employee shall include an individual described above who is
     employed by Ratelco Electronics Inc. on and after July 1, 1994.

Article I, Section 1.19(a) is amended by the addition of the following:

     In the case of an Employee employed by Ratelco Electronics Inc.,
     Eligibility Service shall commence on the later of November 2, 1992 or the
     Employee's date of hire.

Article I, Section 1.16(a) is amended by the addition of the following:

     Credited Service for an Employee of Ratelco Electronics, Inc. shall
     commence on the later of July 1, 1994 or the Employee's date of hire.

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

     An Employee employed by Ratelco Electronics Inc. shall become a Member on
     the date such Employee satisfies the requirements of the preceding sentence
     but not earlier than July 1, 1994.



                                                 C&D CHARTER POWER SYSTEMS, INC.



                                                 By: /s/ Alfred Weber
                                                     ---------------------------



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



Date:           12/20/95
     ------------------------------


 
                         C&D CHARTER POWER SYSTEMS INC.
                      PENSION PLAN FOR SALARIED EMPLOYEES
              (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1989)
                                  AMENDMENT 2



Article I, Section 1.20 is amended by the addition of the following:

     "The term Employee shall include an individual described above who is
     employed by International Power Systems, Inc. on and after March 30, 1994
     or who is employed by CalPacific Power Systems, Inc. on and after July 1,
     1994."

Article I, Section 1.19(a) is amended by the addition of the following:

     "In the case of an Employee employed by International Power Systems, Inc.,
     Eligibility Service shall commence on the later of March 30, 1994 or such
     Employee's date of hire and in the case of an Employee employed by
     CalPacific Power Systems, Inc., Eligibility Service shall commence on the
     later of July 1, 1994 or the Employee's date of hire."

Article I, Section 1.16(a) is amended by the addition of the following:

     "Credited Service for an Employee of International Power Systems, Inc.
     shall commence on the later of March 30, 1994 or the Employee's date of
     hire and for Employees of CalPacific Power Systems, Inc. Credited Service
     shall commence on the later of July 1, 1994 or such Employee's date of
     hire."



                                                 C&D CHARTER POWER SYSTEMS, INC.



                                                 By: /s/ Alfred Weber
                                                    ----------------------------



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



Date:           12/20/95
     --------------------------------