AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             C&D TECHNOLOGIES, INC.

 

                   (a Delaware corporation, the "Corporation")

 

                            ------------------------

 

                                   ARTICLE I

 

                                     OFFICES

 

      Section 1. OFFICES. The Corporation shall maintain its registered office

in the State of Delaware, which may but need not be the same as its place of

business. The Corporation may also have offices in such other places in the

United States or elsewhere as the Board of Directors may, from time to time,

appoint or as the business of the Corporation may require.

 

                                   ARTICLE II

 

                            MEETINGS OF STOCKHOLDERS

 

      Section 1. ANNUAL MEETINGS. Annual meetings of stockholders for the

election of directors and for such other business as properly may be conducted

at such meeting shall be held at such place, either within or without the State

of Delaware, and at such time and date as may be designated by the Board of

Directors and set forth in the notice of the meeting or in a duly executed

waiver thereof.

 

      Section 2. SPECIAL MEETINGS. Special meetings of the stockholders for any

purpose may be called by the Board of Directors, the Chairman of the Board or

the President of the Corporation and shall be called by the President upon

written request of the holders of at least 40% of all of the issued and

outstanding stock of the Corporation entitled to vote. Notice of each special

meeting shall be given according to Section 3 of this Article II.

 

      Section 3. NOTICE OF MEETINGS. Written notice of each meeting of the

stockholders of the Corporation, in which the place, date and time of the

meeting and, in the event of a special meeting, the purpose or purposes for

which it is called are set forth,shall be mailed to or delivered to each stockholder

of record entitled to vote thereat. Such notice shall be given not less than ten days

nor more than 60 days before the date of any such meeting. Such notice shall state the

 purpose or purposes of the proposed meeting. Business transacted at all special meetings

shall be confined to the objects stated in the notice thereof.

 

      Section 4. QUORUM. At any meeting of the stockholders, the holders of a

majority of all of the issued and outstanding shares of stock of the Corporation

entitled to vote at the meeting, present in person or by proxy, shall constitute

a quorum for all purposes, except to the extent that the presence of a larger

number of stockholders may be required by law, by the Certificate of

Incorporation of the Corporation or by these By-laws.

 

      Section 5. VOTING. Except as may be otherwise provided by law or by the

Certificate of Incorporation, at every meeting of the stockholders, every

stockholder entitled to vote thereat shall have the right to one vote for every

share having voting power standing in his name on the stock transfer books of

the Corporation on the record date fixed for the meeting. Upon the demand of any

stockholder entitled to vote at any meeting, the vote upon any question before

such meeting shall be by written ballot. All elections of directors shall be

decided by plurality vote. When a quorum exists at any meeting, the vote of the

holders of a majority of the shares having voting power present in person or by

proxy shall decide any matter brought before such meeting, unless a different

vote is otherwise required by these By-laws, the Corporation's Certificate of

Incorporation or law.

 

      Section 6. VOTING LISTS. A complete list of the stockholders entitled to

vote at any meeting of stockholders, arranged in alphabetical order, with the

address of each, and the number of shares held by each, shall be open to the

examination of any stockholder, for any purpose germane to the meeting, during

ordinary business hours, for a period of at least ten days prior to the meeting,

either at a place within the city where the meeting is to be held, which place

shall be specified in the notice of the meeting, or, if not so specified, at the

place where the meeting is to be held. The list shall also be produced and kept

at the time and place of the meeting during the whole time thereof, and may be

inspected by any stockholder who is present.

 

      Section 7. INSPECTORS. In advance of any meeting of the stockholders, the

Corporation shall appoint inspectors of election, who need not be stockholders,

to act at such meeting or any adjournment, postponement or continuation thereof.

If no inspector of election is able to act at a meeting of stockholders, the

chairman of any such meeting shall make such appointment at the meeting. The

number of inspectors of election shall be one or three. No person who is a

candidate for office shall act as an inspector of election. If there are three

inspectors of election, the decision, act or certificate of a majority shall be

the decision, act or certificate of all.

 

      Section 8. CHAIRMAN OF MEETINGS. The Chairman of the Board of Directors of

the Corporation shall preside at all meetings of stockholders and of the Board

of Directors, at which he is present. In the event of his absence or disability,

the Vice Chairman, if any be elected, or, in the event of the absence or disability of

the Vice Chairman, the President of the Corporation shall preside at any such

meetings.

 

      Section 9. ACTION WITHOUT A MEETING. Subject to the provisions of Section

11 of this Article II, unless otherwise provided by the Certificate of

Incorporation, any action required to be taken at any annual or special meeting

of stockholders, or any action which may be taken at any annual or special

meeting, may be taken without a meeting, without prior notice, and without a

vote, if a consent in writing, setting forth the action so taken, shall be

signed by the holders of outstanding stock having not less than the minimum

number of votes that would be necessary to authorize or take such action at a

meeting at which all shares entitled to vote were present and voted. Prompt

notice of corporate action taken without a meeting by less than unanimous

written consent shall be given to those stockholders who have not consented in

writing.

 

      Section 10. ADJOURNMENT. At any meeting of stockholders of the

Corporation, if less than a quorum shall be present, a majority of the

stockholders entitled to vote at the meeting, present in person or by proxy,

shall have the power to adjourn the meeting to another time, place and date

without notice other than by announcement at the meeting so adjourned. Any

business may be transacted at any adjourned meeting that could have been

transacted at the meeting originally noticed, but only those stockholders

entitled to vote at the meeting originally noticed shall be entitled to vote at

any adjourned meeting. If the adjournment is for more than 30 days from the date

of the meeting originally noticed, or if after the adjournment a new record

date, as provided for in Section 5 of Article V of these By-laws is fixed for

the adjourned meeting, a notice of the adjourned meeting shall be given to each

stockholder of record entitled to vote at the adjourned meeting.

 

      Section 11. STOCKHOLDER PROPOSALS.

 

      (a) Stockholder Proposals Relating to Nominations for and Election of

Directors.

 

            (i) Nominations by a stockholder of candidates for election to the

Board of Directors by stockholders at a meeting of stockholders or upon written

consent without a meeting may be made only if the stockholder complies with the

procedures set forth in this Section 11(a), and any candidate proposed by a

stockholder not nominated in accordance with such provisions shall not be

considered or acted upon for execution at such meeting of stockholders.

 

            (ii) A proposal by a stockholder for the nomination of a candidate

for election by stockholders as a director at any meeting of stockholders at

which directors are to be elected or upon written consent without a meeting may

be made only by notice in writing, delivered in person or by first class United

States mail postage prepaid or by reputable overnight delivery service, to the

Board of Directors of the Corporation to the attention of the Secretary of the

Corporation at the principal office of the Corporation, within the time limits

specified herein.

 

            (iii) In the case of an annual meeting of stockholders, any such

written proposal of nomination must be received by the Board of Directors not

less than 90 calendar days nor more than 120 calendar days before the first

anniversary of the date on which the Corporation first mailed its proxy

statement to stockholders for the annual meeting of stockholders in the

immediately preceding year; provided, however, that in the case of an annual

meeting of stockholders that is called for a date that is not within 30 calendar

days before or after the first anniversary date of the annual meeting of

stockholders in the immediately preceding year, any such written proposal of

nomination must be received by the Board of Directors not less than five

business days after the date the Corporation shall have mailed notice to its

stockholders that an annual meeting of stockholders will be held or shall have

issued a press release, filed a periodic report with the Securities and Exchange

Commission or otherwise publicly disseminated notice that an annual meeting of

stockholders will be held.

 

            (iv) In the case of a special meeting of stockholders, any such

written proposal of nomination must be received by the Board of Directors not

less than five business days after the earlier of the date that the Corporation

shall have mailed notice to its stockholders that a special meeting of

stockholders will be held or shall have issued a press release, filed a periodic

report with the Securities and Exchange Commission or otherwise publicly

disseminated notice that a special meeting of stockholders will be held.

 

            (v) In the case of stockholder action by written consent with

respect to the election by stockholders of a candidate as director, the

stockholder seeking to have the stockholders elect such candidate by written

consent shall, by written notice to the Board of Directors, set forth the

information prescribed in clause (vi) of this Section 11(a) and request the

Board of Directors to fix a record date for determining stockholders entitled to

consent to corporate action in writing without a meeting. The Board of Directors

shall promptly, but in no event later than the tenth day after the date on which

such notice is received, adopt a resolution fixing such record date, which

record date shall not precede the date upon which the resolution fixing the

record date is adopted by the Board of Directors, and which date shall not be

more than ten days after the date upon which the resolution fixing the record

date is adopted by the Board of Directors. If no record date is fixed by the

Board of Directors within such time period, such record date shall be determined

in accordance with the provisions of Section 213(b) of the Delaware General

Corporation Law, or any successor provision.

 

            (vi) Such written proposal of nomination shall set forth: (A) the

name and address of the stockholder who intends to make the nomination (the

"Nominating Stockholder"), (B) the name, age, business address and, if known,

residence address of each person so proposed, (C) the principal occupation or

employment of each person so proposed for the past five years, (D) the number of

shares of capital stock of the Corporation beneficially owned within the meaning

of Securities and Exchange Commission Rule 13d-1 by each person so proposed and

the earliest date of acquisition of any such capital stock, (E) a description of

any arrangement or understanding between each person so proposed and the

stockholder(s) making such nomination with respect to such person's proposal for

nomination and election as a director and actions to be proposed or taken by such

person if elected a director, (F) the written consent

of each person so proposed to serve as a director if nominated and elected as a

director and (G) such other information regarding each such person as would be

required under the proxy solicitation rules of the Securities and Exchange

Commission if proxies were to be solicited for the election as a director of

each person so proposed.

 

            (vii) If a written proposal of nomination submitted to the Board of

Directors fails, in the reasonable judgment of the Board of Directors or a

nominating committee established by it, to contain the information specified in

clause (vi) of this Section 11(a) or is otherwise deficient, the Board of

Directors shall, as promptly as is practicable under the circumstances, provide

written notice to the stockholder(s) making such nomination of such failure or

deficiency in the written proposal of nomination and such nominating stockholder

shall have five business days from receipt of such notice to submit a revised

written proposal of nomination that corrects such failure or deficiency in all

material respects.

 

      (b) Stockholder Proposals Relating to Matters Other Than Nominations for

and Elections of Directors.

 

            (i) A stockholder of the Corporation may bring a matter (other than

a nomination of a candidate for election as a director, which is covered by

Section 11(a)) (a "Stockholder Matter") before a meeting of stockholders or for

action by written consent without a meeting only if such Stockholder Matter is a

proper matter for stockholder action and such stockholder shall have provided

notice in writing, delivered in person or by first class United States mail

postage prepaid or by reputable overnight delivery service, to the Board of

Directors of the Corporation to the attention of the Secretary of the

Corporation at the principal office of the Corporation, within the time limits

specified in this Section 11(b); provided, however, that a proposal submitted by

a stockholder for inclusion in the Corporation's proxy statement for an annual

meeting that is appropriate for inclusion therein and otherwise complies with

the provisions of Rule 14a-8 under the Securities Exchange Act of 1934

(including timeliness) shall be deemed to have also been submitted on a timely

basis pursuant to this Section 11(b).

 

            (ii) In the case of an annual meeting of stockholders, any such

written notice of a proposal of a Stockholder Matter must be received by the

Board of Directors not less than 90 calendar days nor more than 120 calendar

days before the first anniversary of the date on which the Corporation first

mailed its proxy statement to stockholders for the annual meeting of

stockholders in the immediately preceding year; provided, however, that in the

case of an annual meeting of stockholders that is called for a date which is not

within 30 calendar days before or after the first anniversary date of the annual

meeting of stockholders in the immediately preceding year, any such written

notice of a proposal of a Stockholder Matter must be received by the Board of

Directors not less than five business days after the date the Corporation shall

have mailed notice to its stockholders that an annual meeting of stockholders

will be held, issued a press release, filed a periodic report with the

Securities and Exchange Commission or otherwise publicly disseminated notice

that an annual meeting of stockholders will be held.

 

            (iii) In the case of a special meeting of stockholders, any such

written notice of a proposal of a Stockholder Matter must be received by the

Board of Directors not less than five business days after the earlier of the

date the Corporation shall have mailed notice to its stockholders that a special

meeting of stockholders will be held, issued a press release, filed a periodic

report with the Securities and Exchange Commission or otherwise publicly

disseminated notice that a special meeting of stockholders will be held.

 

            (iv) In the case of stockholder action by written consent, the

stockholder seeking to have the stockholders authorize or take corporate action

by written consent shall, by written notice to the Board of Directors, set forth

the written proposal and request the Board of Directors to fix a record date for

determining stockholders entitled to consent to corporate action in writing

without a meeting. The Board of Directors shall promptly, but in no event later

than the tenth day after the date on which such notice is received, adopt a

resolution fixing such record date, which record date shall not precede the date

upon which the resolution fixing the record date is adopted by the Board of

Directors, and which date shall not be more than ten days after the date upon

which the resolution fixing the record date is adopted by the Board of

Directors. If no record date is fixed by the Board of Directors within such time

period, such record date shall be determined in accordance with the provisions

of Section 213(b) of the Delaware General Corporation Law, or any successor

provision.

 

            (v) Such written notice of a proposal of a Stockholder Matter shall

set forth information regarding such Stockholder Matter equivalent to the

information regarding such Stockholder Matter that would be required under the

proxy solicitation rules of the Securities and Exchange Commission if proxies

were solicited for stockholder consideration of such Stockholder Matter at a

meeting of stockholders.

 

            (vi) If a written notice of a proposal of a Stockholder Matter

submitted to the Board of Directors fails, in the reasonable judgment of the

Board of Directors, to contain the information specified in clause (v) hereof or

is otherwise deficient, the Board of Directors shall, as promptly as is

practicable under the circumstances, provide written notice to the stockholder

who submitted the written notice of presentation of a Stockholder Matter of such

failure or deficiency in the written notice of presentation of a Stockholder

Matter and such stockholder shall have five business days from receipt of such

notice to submit a revised written notice of presentation of a matter that

corrects such failure or deficiency in all material respects.

 

            (vii) Only Stockholder Matters submitted in accordance with the

foregoing provisions of this Section 11(b) shall be eligible for presentation at

such meeting of stockholders or for action by written consent without a meeting,

and any Stockholder Matter not submitted to the Board of Directors in accordance

with such provisions shall not be considered or acted upon at such meeting of

stockholders or by written consent without a meeting.

 

                                  ARTICLE III

 

                               BOARD OF DIRECTORS

 

      Section 1. POWERS. The property, business and affairs of the Corporation

shall be managed and controlled by its Board of Directors. The Board shall

exercise all of the powers of the Corporation except as are by law, the

Corporation's Certificate of Incorporation or these By-laws conferred upon or

reserved to the stockholders.

 

      Section 2. NUMBER AND TERM. The number of directors shall be at least

three. Within the limits specified above, the number of directors shall be

designated from time to time by the Board. The Board of Directors shall be

elected by the stockholders at the annual meeting of stockholders, and each

director shall be elected to serve for the term of one year and until his

successor shall be elected and qualified or until his earlier death, resignation

or removal.

 

      Section 3. RESIGNATIONS. Any director or member of a committee of the

Board may resign at any time. Such resignation shall be made in writing, and

shall take effect at the time specified therein, and if no time be specified, at

the time of its receipt by the President or Secretary. The acceptance of a

resignation shall not be necessary to make it effective.

 

      Section 4. REMOVAL. Any director or the entire Board of Directors may be

removed either for or without cause at any time by the affirmative vote of the

holders of a majority of all the shares of stock outstanding and entitled to

vote for the election of directors at any annual or special meeting of the

stockholders called for that purpose. Vacancies thus created may be filled by a

majority vote of the directors then in office, although less than a quorum, or

by a sole remaining director.

 

      Section 5. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies in the

office of any director or member of a committee of the Board of Directors and

newly created directorships may be filled by a majority vote of the remaining

directors in office, although less than a quorum or by a remaining sole

director. Any director so chosen shall hold office for the unexpired term of his

predecessor and until his successor shall be elected and qualified or until his

earlier death, resignation or removal. However, the directors may not fill the

vacancy created by removal of a director by electing the director so removed.

 

      Section 6. MEETINGS. Regular meetings of the directors may be held without

notice at such places and times as shall be determined from time to time by

resolution of the directors. Special meetings of the board may be called by

Chairman of the Board, the President and shall be called by the Secretary on the

written request of any two directors with at least one day's notice to each

director. A special meeting shall be held at such place or places as may be

determined by the directors or as shall be stated in the notice of the meeting.

 

      Section 7. QUORUM, VOTING AND ADJOURNMENT. The presence of at least a

majority of the total number of directors or of any committee of the Board shall

constitute a quorum for the transaction of business at any meeting of the Board of

Directors or committee of the Board, as the case may be. At any meeting of the

Board or any committee of the Board, if less than a quorum be present, a

majority of the directors or committee members present may adjourn the meeting

from time to time until a quorum is present. No notice of such adjourned meeting

need be given other than the announcement at the meeting so adjourned. The vote

of a majority of the directors or committee members present at the meeting at

which a quorum is present shall be the act of the Board or any committee of the

Board as the case may be.

 

      Section 8. COMMITTEES. The Board of Directors may, by resolution or

resolutions passed by a majority of the entire Board, designate one or more

committees, including but not limited to an Audit Committee, a Compensation

Committee and a Corporate Governance/Nominating Committee, each such committee

to consist of one or more of the directors of the Corporation. The Board may

designate one or more directors as alternate members of any committee, to

replace any absent or disqualified member at any meeting of the committee. Any

such committee, to the extent specified by the resolution of the Board, may have

and exercise the powers of the Board of Directors in the management of the

business and affairs of the Corporation and may authorize the seal of the

Corporation to be affixed to all papers which may require it; but no such

committee shall have the power or authority in reference to amending the

Certificate of Incorporation of the Corporation, adopting an agreement of merger

or consolidation, recommending to the stockholders the sale, lease or exchange

of all or substantially all of the Corporation's property and assets,

recommending to the stockholders a dissolution of the Corporation or a

revocation of a dissolution, or amending these By-laws; and, unless the enabling

resolution of the Board expressly so provides, no such committee shall have the

power or authority to declare a dividend or to authorize the issuance of stock

of the Corporation. All committees of the Board shall report their proceedings

to the Board when required.

 

      Section 9. ACTION WITHOUT A MEETING. Any action required or permitted to

be taken at any meeting of the Board of Directors or of any committee of the

Board may be taken without notice and without a meeting if all members of the

Board or committee, as the case may be, consent to the action in writing.

Members of the Board of Directors or of any committee of the Board, may

participate in a meeting of the Board or committee by means of a conference

telephone or similar communications equipment by means of which all persons

participating in the meeting can hear each other. Participation in a meeting

pursuant to this section shall constitute presence in person at such meeting.

 

      Section 10. COMPENSATION. The Board of Directors may from time to time, in

its discretion, fix the amounts which shall be payable to directors and to

members of any committee of the Board for attendance at the meetings of the

Board of Directors or of such committee and for services rendered to the

Corporation. Any director may serve the Corporation in any other capacity as an

officer, agent or otherwise, and receive compensation therefor.

 

     Section 11. CORPORATE BOOKS. The books of the Corporation, except such as

are required by law to be kept within the state, may be maintained outside the

State of Delaware, at such places as the Board of Directors may from time to

time determine.

 

                                   ARTICLE IV

 

                                    OFFICERS

 

      Section 1. OFFICERS. The officers of the Corporation shall be a Chairman

of the Board, a President, one or more Vice Presidents, a Treasurer and a

Secretary. In addition, the Board of Directors may elect a Vice Chairman of the

Board and additional Vice Presidents, including an Executive Vice President, one

or more Assistant Treasurers and one or more Assistant Secretaries. Each officer

of the Corporation shall hold office for such term, have such authority and

perform such duties as set forth in these By-Laws or as may be prescribed from

time to time by the Board of Directors. Any number of offices may be held by the

same person.

 

      Section 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint

such other officers and agents as it deems advisable, who shall hold their

office for such terms and shall exercise such powers and perform such duties as

shall be determined from time to time by the Board of Directors.

 

      Section 3. CHAIRMAN. The Chairman of the Board of Directors must be a

director of the Corporation. The Chairman shall preside at all meetings of the

Board of Directors and of the stockholders and shall have such powers and

perform such other duties as from time to time may be assigned to him by the

Board of Directors.

 

      Section 4. VICE CHAIRMAN. The Vice Chairman of the Board of Directors, if

any be elected, shall generally aid and assist the Chairman of the Board and

shall have such powers and shall perform such duties of the Chairman of the

Board, in the absence or disability of such officer. In addition, the Vice

Chairman of the Board shall have such powers and perform such other duties as

from time to time may be assigned to him by the Board of Directors.

 

      Section 5. PRESIDENT. The President shall be the Chief Executive Officer

of the Corporation and shall, in connection with the performance of his duties,

report directly to the Board of Directors. He shall perform such other duties as

may be prescribed from time to time by the Board or these By-laws. In the

absence, disability or failure of the Chairman of the Board or Vice Chairman of

the Board, if any shall be elected, to act, or a vacancy in such offices, the

President shall preside at all meetings of the stockholders and of the Board of

Directors.

 

      Section 6. VICE PRESIDENTS. Each Vice President (of whom one or more may

be designated an Executive Vice President) shall generally aid and assist the

President in such manner as the President shall direct. Each Vice President

shall have such powers and shall perform such duties as shall be assigned to him

by the President or the Board of Directors.

 

<PAGE>

 

      Section 7. TREASURER. The Treasurer shall have the custody of the

corporate funds, securities, evidences of indebtedness and other valuables of

the Corporation and shall keep full and accurate account of receipts and

disbursements in books belonging to the Corporation. He shall deposit all moneys

and other valuables in the name and to the credit of the Corporation in such

depositories as may be designated by the Board of Directors. The Treasurer shall

disburse the funds of the Corporation as may be ordered by the Board of

Directors or the President. He shall render to the President and Board of

Directors, upon their request, a report of the financial condition of the

Corporation. If required by the Board of Directors, he shall give the

Corporation a bond for the faithful discharge of his duties in such amount and

with such surety as the board shall prescribe.

 

      Section 8. SECRETARY. The Secretary will cause minutes of all meetings of

the stockholders and directors to be recorded and kept; cause all notices

required by these By-Laws or otherwise to be given properly and see that the

minute books, stock books, and other non-financial books of the Corporation are

kept properly. In addition, the Secretary shall have such powers and shall

perform such duties as shall be assigned to him by the Board of Directors.

 

      Section 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Each Assistant

Treasurer and each Assistant Secretary, if any shall be elected, shall be vested

with all the powers and shall perform all the duties of the Treasurer and

Secretary, respectively, in the absence or disability of such officer, unless or

until the Board of Directors shall otherwise determine. In addition, Assistant

Treasurers and Assistant Secretaries shall have such powers and shall perform

such duties as shall be assigned to them by the Board of Directors.

 

      Section 10. CORPORATE FUNDS AND CHECKS. The funds of the Corporation shall

be kept in such depositories as shall from time to time be prescribed by the

Board of Directors. All checks or other orders for the payment of money shall be

signed by such officers, employees or agents as may from time to time be

authorized by the Board of Directors, with such countersignature, if any, as may

be required by the Board of Directors.

 

      Section 11. CONTRACTS AND OTHER DOCUMENTS. The Chairman of the Board, the

President, any Vice President or the Treasurer, or such other officer or

officers as may from time to time be authorized by the Board of Directors, shall

have the power to sign and execute on behalf of the Corporation deeds, bonds,

mortgages/ conveyances and contracts, and any and all other documents requiring

execution by the Corporation and shall cause the seal to be affixed to any

instrument requiring it and, when so affixed, the seal shall be attested by the

signature of the Secretary or the Treasurer or an Assistant Secretary or an

Assistant Treasurer.

 

      Section 12. OWNERSHIP OF STOCK OF ANOTHER CORPORATION. The Chairman of the

Board, the President, any Vice President, the Treasurer, the Secretary, or such

other officer or person as shall be authorized by the Board of Directors, shall

have power and authority on behalf of the Corporation to attend and to vote at

any meeting of the stockholders of any corporation in which this Corporation may

hold stock; may exercise on behalf of this Corporation any and all of the rights

 and powers incident to the ownership of such stock at any such meeting; and shall have

power and authority to execute and deliver proxies and consents on behalf of

this Corporation in connection with the exercise by this Corporation of the

rights and powers incident to the ownership of such stock.

 

      Section 13. DELEGATION OF DUTIES. The Board of Directors may delegate to

another officer or director, the powers or duties of any officer, in case of

such officer's absence, disability or refusal to exercise such powers or perform

such duties.

 

      Section 14. RESIGNATION AND REMOVAL. Any officer of the Corporation may be

removed from office for or without cause at any time by the Board of Directors.

Any officer may resign at any time in the same manner prescribed for the

resignation of directors of the Corporation and as set forth in Section 3 of

Article III of these By-laws.

 

      Section 15. VACANCIES. In case any office shall become vacant, the Board

of Directors shall have power to fill such vacancy.

 

                                   ARTICLE V

 

                                      STOCK

 

      Section 1. CERTIFICATED AND UNCERTIFICATED SHARES.

 

      (a) Shares of the Corporation's Common Stock may be certificated or

      uncertificated, as permitted under Section 158 of the Delaware General

      Corporation Law. Certificates representing shares of stock of the

      Corporation will be in such form as is determined by the Board, subject to

      applicable legal requirements. Each such certificate will be numbered and

      its issuance recorded in the books of the Corporation, and such

      certificate will exhibit the holder's name and the number of shares and

      will be mechanically signed with a facsimile of the signature of the

      President or a Vice President, and a facsimile of the signature of the

      Secretary or an Assistant Secretary, and shall also be signed by, or bear

      the facsimile signature of, a duly authorized officer or agent of any

      properly designated transfer agent of the Corporation. Any or all of the

      signatures and the seal of the Corporation, if any, upon such certificates

      may be facsimiles, engraved, or printed. Such certificates may be issued

      and delivered notwithstanding that the person whose facsimile signature

      appears thereon may have ceased to be such officer at the time the

      certificates are issued and delivered. The issuance of shares in

      uncertificated form shall not affect shares already represented by a

      certificate until the certificate is surrendered to the Corporation.

      Except as expressly provided by law, there shall be no differences in the

      rights and obligations of stockholders based on whether or not their

      shares are represented by certificates. The Corporation shall issue to any

      holder who so requests share certificates representing shares registered

      in the holder's name. (b) Within a reasonable time after the issuance or

      transfer of uncertificated shares, the Corporation shall send to the

      registered owner thereof a written notice containing the information

      required to be set forth or stated on stock certificates

      pursuant to the Delaware General Corporation Law or a statement that the

      Corporation will furnish without charge to each stockholder who so

      requests the powers, designations, preferences and relative participating,

      optional or other special rights of each class of stock or series thereof

      and the qualifications, limitations or restrictions of such preferences

      and/or rights."

 

      Section 2. TRANSFER OF SHARES. Transfers of shares of capital stock of the

Corporation shall be made only on the stock record of the Corporation by the

holder of record thereof or by his or her attorney thereunto authorized by the

power of attorney duly executed and filed with the Secretary of the Corporation

or the transfer agent thereof, and (i) in the case of certificated shares, only

on surrender of the certificate or certificates representing such shares,

properly endorsed or accompanied by a duly executed stock transfer power, or

(ii) in the case of uncertificated shares, upon receipt of proper transfer

instructions from the registered owner of such uncertificated shares, or from a

duly authorized attorney or from an individual presenting proper evidence of

succession, assignment or authority to transfer the shares. The Board of

Directors may make such additional rules and regulations as it may deem

expedient concerning the issue and transfer of certificates representing shares

of capital stock of the Corporation.

 

      Section 3. LOST CERTIFICATES. A new certificate of stock may be issued in

the place of any certificate previously issued by the Corporation, alleged to

have been lost, stolen, destroyed or mutilated, and the Board of Directors may,

in its discretion, require the owner of the lost, stolen, destroyed or mutilated

certificate, or his legal representatives, to give the Corporation a bond, in

such sum as it may direct, not exceeding double the value of the stock, to

indemnify the Corporation against any claim that may be made against it on

account of the alleged loss or mutilation of any such certificate, or the

issuance of any such new certificate. In lieu of issuing a new certificate, the

Board of Directors may direct that the certificate alleged to be lost, stolen or

destroyed be replaced by uncertificated shares pursuant to procedures consistent

with the foregoing provisions.

 

      Section 4. STOCKHOLDERS OF RECORD. The Corporation shall be entitled to

treat the holder of record of any share or shares of stock as the holder

thereof, in fact, and shall not be bound to recognize any equitable or other

claim to or interest in such shares on the part of any other person, whether or

not it shall have express or other notice thereof, except as otherwise expressly

provided by law.

 

      Section 5. STOCKHOLDERS RECORD DATE. In order that the Corporation may

determine the stockholders entitled to notice of or to vote at any meeting of

stockholders or any adjournment thereof, or, subject to the relevant provisions

of Section 11 of Article II, to express consent to corporate action in writing

without a meeting, or entitled to receive payment of any dividend or other

distribution or allotment of any rights, or entitled to exercise any rights in

respect of any change, conversion or exchange of stock or for the purpose of any

other lawful action, the Board of Directors may fix a record date, which shall

not be more than 60 nor less than ten days before the date of the holding of such

meeting or the date of the taking of any of the aforementioned actions,

nor more than 60 days prior to any other action. A determination of stockholders

of record entitled to notice of or to vote at a meeting of stockholders shall

apply to any adjournment of the meeting; provided, however, that the Board of

Directors may fix a new record date for the adjourned meeting.

 

      Section 6. DIVIDENDS. Subject to the provisions of the Certificate of

Incorporation, the Board of Directors may at any regular or special meeting, out

of funds legally available therefor, declare dividends upon the stock of the

Corporation as and when it deems appropriate. Before declaring any dividend

there may be set apart, out of any funds of the Corporation available for

dividends, such sum or sums as the Board of Directors from time to time in its

discretion deems proper for working capital or as a reserve fund to meet

contingencies or for equalizing dividends or for such other purposes as the

Board shall deem conducive to the interests of the Corporation.

 

                                   ARTICLE VI

 

                           NOTICE AND WAIVER OF NOTICE

 

      Section 1. NOTICE. Whenever notice is required to be given to any

director, committee member, officer, stockholder, employee or agent, whether

pursuant to law, the Certificate of Incorporation of the Corporation or these

By-laws, it shall not be construed to mean personal notice, but such notice may

be given, in the case of stockholders, in writing, by depositing the same in the

mail, postage prepaid, or by overnight carrier addressed to such stockholders at

his last known address as the same appears on the books of the Corporation, and,

in the case of directors, committee members, officers, employees and agents, by

telephone, or by mail, postage prepaid, or by prepaid telegram at his last known

address as the same appears on the books of the Corporation. All notices shall

be deemed to be given when mailed, telegraphed or telephoned.

 

      Section 2. WAIVER OF NOTICE. Whenever any notice is required to be given

by law, the Certificate of Incorporation of the Corporation or these By-laws, a

written waiver of notice signed by the person entitled to notice, whether before

or after the time stated in the notice, shall be deemed equivalent to notice.

Attendance of a person at a meeting shall constitute a waiver of notice of such

meeting, unless prior to the end of the meeting the person objects to the

transaction of any business because the meeting is not lawfully noticed or

convened. Neither the business to be transacted at, nor the purpose of, any

meeting of the stockholders, directors, or members of a committee of the Board

need be specified in any written waiver of notice.

 

                                   ARTICLE VII

 

                              AMENDMENT OF BY-LAWS

 

      Section 1. AMENDMENTS. These By-laws may be altered, amended or repealed

(i) by the affirmative vote of the holders of a majority of all of the issued

and outstanding shares of stock of the Corporation entitled to vote thereon at

any annual or special meeting duly convened after notice to the stockholders of

that purpose or (ii) by a majority vote of the members of the Board of Directors

at any regular or special meeting of the Board of Directors duly convened after

notice to the Board of Directors of that purpose, subject always to the power of

the stockholders to change such action of the Board of Directors by the vote of the

stockholders required in clause (i) of this Article VII.

 

                                  ARTICLE VIII

 

                                 INDEMNIFICATION

 

      Section 1. INDEMNIFICATION GENERALLY. The Corporation shall indemnify each

person who was or is made a party to or is threatened to be made a party to or

is involved in any threatened, pending or completed action, suit or proceeding,

whether civil, criminal, administrative or investigative, including an action by

or in the right of the Corporation, (hereinafter a "Proceeding"), by reason of

the fact that such person is or was a director or officer, or had agreed to

serve as a director or officer, of the Corporation or is or was serving or has

agreed to serve at the request of the Corporation as a director, officer,

partner, trustee, employee or agent of another corporation, partnership, joint

venture, trust or other enterprise, including service with respect to employee

benefit plans, or by reason of any act alleged to have been taken or omitted in

such capacity, to the maximum extent authorized by the Delaware General

Corporation Law, as the same exists or may hereafter be amended (but, in the

case of any such amendment, only to the extent that such amendment permits the

Corporation to provide broader indemnification rights than such law permitted

the Corporation to provide prior to such amendment), against all costs,

expenses, liabilities, and losses (including attorneys' fees, judgments, fines,

excise taxes or penalties and amounts paid or to be paid in settlement)

reasonably incurred by such person or on such person's behalf in connection with

such Proceeding. The termination of any Proceeding by judgment, order,

settlement or conviction, or upon a plea of nolo contendre or its equivalent,

shall not, of itself, create a presumption that the person did not meet any

standard of conduct for indemnification imposed by the Delaware General

Corporation Law. Notwithstanding the foregoing: (a) except with respect to a

Proceeding to enforce a right to indemnification under this Article VIII, the

Corporation shall not be required by this Article VIII to indemnify any person

with respect to, or to advance expenses (including attorneys' fees) incurred by

such person in connection with, any Proceeding initiated by such person against

the Corporation, or any counterclaim, cross-claim, affirmative defense or

similar claim of the Corporation in connection with such Proceeding, unless the

Proceeding initiated by the person seeking indemnification was authorized by the

Board of Directors by a majority vote of the directors having no interest in

such Proceeding; and (b) in the event any insurance policy obtained by the

Corporation would provide coverage for any liability, cost or expense for which

indemnification or advancement of expenses is sought under this Article VIII,

the provisions of this Article VIII shall be modified to the extent necessary to

conform this Article VIII to the requirements of such insurance policy so as to

provide coverage to the fullest extent possible, including but not limited to

any requirements relating to incurring defense costs and retaining legal

counsel.

 

      Section 2. INDEMNIFICATION FOR COSTS, CHARGES, AND EXPENSES FOR SUCCESSFUL

PARTY. Notwithstanding the other provisions of this Article VIII, to the extent

that a director or officer of the Corporation has been successful on the merits

or otherwise, including, without limitation, the dismissal of an action without

prejudice, in defense of any Proceeding referred to in Section 1, or in the

defense of any claim, issue or matter therein, such person shall be indemnified

against all costs, charges and expenses (including attorneys' fees) actually and

reasonably incurred by such person or on such person's behalf in connection

therewith.

 

      Section 3. DETERMINATION OF RIGHT TO INDEMNIFICATION. Any indemnification

authorized under or in accordance with Section 1 or 2 of this Article VIII

(unless ordered by a court) shall be paid by the Corporation unless a

determination is made (a) by the Board of Directors by a majority vote of a

quorum consisting of directors who were not parties to the Proceeding, or (b) if

such a quorum is not obtainable, or, even if obtainable, a quorum of

disinterested directors so directs, by independent legal counsel in a written

opinion, or (c) by the stockholders, that indemnification of the director or

officer is not proper in the circumstances because such person has not met the

applicable standards of conduct set forth in the Delaware General Corporation

Law.

 

      Section 4. ADVANCE OF COSTS, CHARGES AND EXPENSES. Costs, charges, and

expenses (including attorneys' fees) incurred by a person referred to in Section

1 of this Article VIII in defending a civil or criminal Proceeding (including

investigations by any government agency and all costs, charges and expenses

incurred in preparing for any threatened Proceeding) shall be paid by the

Corporation in advance of the final disposition of such Proceeding; provided,

however, that the payment of such costs, charges and expenses incurred by any

such person in advance of the final disposition of such Proceeding shall be made

only upon receipt of an undertaking by or on behalf of such person to repay all

amounts so advanced if it shall ultimately be determined that such person is not

entitled to be indemnified by the Corporation as authorized in this Article

VIII. Notwithstanding the foregoing: (a) the Corporation shall not be required

to advance expenses (including attorneys' fees) to any person with respect to

any Proceeding brought by the Corporation against such person; (b) except with

respect to a Proceeding to enforce a right of indemnification under this Article

VIII, the Corporation shall not be required to advance expenses (including

attorneys' fees) to any person in connection with any Proceeding initiated by

such person against the Corporation or any counterclaim, cross-claim,

affirmative defense or similar claim of the Corporation in connection with such

Proceeding, unless the Proceeding initiated by the person seeking

indemnification was authorized by the Board of Directors by a majority vote of

the directors having no interest in such Proceeding; and (c) in the event any

insurance policy obtained by the Corporation would provide coverage for any

liability, cost or expense for which indemnification is sought, the provisions

of this Article VIII shall be modified to the extent necessary to conform this

Article VIII to the requirements of such insurance policy so as to provide

coverage to the fullest extent possible, including but not limited to any

requirements relating to incurring defense costs and retaining legal counsel. No

security shall be required for such undertaking and such undertaking shall be

accepted without reference to the recipient's financial ability to make

repayment. The Board of Directors may, in the manner set forth above, and

subject to the approval of such person, authorize counsel selected by the Corporation

to represent such person in any Proceeding, whether or not the Corporation is a party to such Proceeding.

 

      Section 5. PROCEDURE FOR INDEMNIFICATION. Any indemnification authorized

under Section 1 of this Article VIII or advance of costs, charges and expenses

authorized under Section 4 of this Article VIII shall be made promptly, and in

any event within 60 days, upon the written request of the director or officer

directed to the Secretary of the Corporation. The right to indemnification or

advances as granted by this Article VIII shall be enforceable by the director or

officer in any court of competent jurisdiction if the Corporation denies such

request, in whole or in part, or if no disposition thereof is made within 60

days. Such person's costs and expenses incurred in connection with successfully

establishing such person's right to indemnification or advances, in whole or in

part, in any such action shall also be indemnified by the Corporation. It shall

be a defense to any such action (other than an action brought to enforce a claim

for the advance of costs, charges and expenses under Section 4 where the

required undertaking, if any, has been received by the Corporation) that the

claimant has not met the standard of conduct, if any, set forth in the Delaware

General Corporation Law, but, to the extent permitted by applicable law, the

burden of proving that such standard of conduct has not been met shall be on the

Corporation.

 

      Section 6. CONTINUATION OF RIGHT OF INDEMNIFICATION. The indemnification

provided by this Article VIII shall not be deemed exclusive of any other rights

to which a person seeking indemnification may be entitled under any law (common

or statutory), agreement, vote of stockholders or disinterested directors or

otherwise, both as to action in such person's official capacity and as to action

in another capacity while holding office, and shall continue as to a person who

has ceased to be a director or officer and shall inure to the benefit of the

estate, heirs, executors and administrators of such person. All rights to

indemnification under this Article VIII shall be deemed to be a contract between

the Corporation and each director and officer of the Corporation who serves or

served in such capacity at any time while this Article VIII is in effect. No

amendment or repeal of this Article VIII or of any relevant provisions of the

Delaware General Corporation Law or any other applicable laws shall adversely

affect or deny to any director or officer any rights to indemnification that

such person may have, or change or release any obligations of the Corporation

under this Article VIII with respect to any costs, charges, expenses (including

attorneys' fees), judgments, fines and amounts paid in settlement that arise out

of a Proceeding based in whole or substantial part on any act, actual or

alleged, that takes place before or while this Article VIII is in effect. The

provisions of this Section 6 shall apply to any such Proceeding whenever

commenced, including any such Proceeding commenced after any amendment or repeal

of this Article VIII.

 

      Section 7. DEFINITIONS. For purposes of this Article VIII:

 

      "the Corporation" includes any constituent corporation (including any

constituent of a constituent) absorbed in a consolidation or merger that, if its

separate existence continued, would have had power and authority to indemnify

its directors or officers, so that any person who is or was a director or

officer of such constituent corporation, or is or

was serving at the request of such constituent corporation as a director,

officer, employee, or agent of another corporation, partnership, joint venture,

trust or other enterprise, shall stand in the same position under the provisions

of this Article VIII with respect to the resulting or surviving corporation as

such person would have with respect to such constituent corporation if its

separate existence had continued;

 

      "other enterprise" includes employee benefit plans, including but not

limited to any employee benefit plans of the Corporation;

 

      service by a director or officer "at the request of the Corporation"

includes, but is not limited to, any service that imposes duties on, or involves

services by, a director or officer of the Corporation with respect to an

employee benefit plan, its participants or beneficiaries, including acting as a

fiduciary thereof;

 

      "fines" shall include any penalties and any excise or similar taxes

assessed on a person with respect to an employee benefit plan;

 

      a person who acted in good faith and in a manner he reasonably believed to

be in the interest of the participants and beneficiaries of an employee benefit

plan shall be deemed to have acted in a manner "not opposed to the best

interests of the Corporation" as referred to under the applicable standards of

conduct set forth in the Delaware General Corporation Law; and

 

      service by a director or officer as a partner, trustee, manager or member

of management or similar committee of a partnership, joint venture, trust or

limited liability company, or as a director, officer, manager, partner, trustee

or manager of an entity that is a partner, trustee, member or joint venturer,

shall be considered service as a director or officer of the partnership, joint

venture, trust, limited liability company or other enterprise.

 

      Section 8. SAVING CLAUSE. If this Article VIII or any portion hereof shall

be invalidated on any ground by a court of competent jurisdiction, then the

Corporation shall nevertheless indemnify each director and officer of the

Corporation as to costs, charges, expenses (including attorneys' fees),

judgments, fines and amounts paid in settlement with respect to any action, suit

or proceeding, whether civil, criminal, administrative or investigative,

including an action by or in the right of the Corporation, to the full extent

permitted by any applicable portion of this Article VIII that shall not have

been invalidated.

 

      Section 9. OTHER INDEMNIFICATION. The right to indemnification and

advancement of expenses conferred on any person by this Article VIII shall not

limit the Corporation from providing any other indemnification permitted by law.

If authorized by the Board of Directors, the Corporation may indemnify and

advance expenses to any other person whom the Corporation has the power to

indemnify under the Delaware General Corporation Law to the fullest extent

permitted by such statute.

 

      Section 10. INSURANCE. The Corporation may purchase and maintain

insurance, at its expense, to protect itself and any director, officer,

employee, or agent of the Corporation or another corporation, partnership, joint

venture, trust or other enterprise against any expense, liability or claim,

whether or not the Corporation would have the power to indemnify such person

under the Delaware General Corporation Law.

 

                                   ARTICLE IX

 

                                  MISCELLANEOUS

 

      Section 1. SEAL. The seal of the Corporation shall be circular in form and

shall have the name of the Corporation "C&D Technologies, Inc." on the

circumference and the words and numerals "Delaware 1985" in the center.

 

      Section 2. FISCAL YEAR. The fiscal year of the Corporation shall be fixed

by resolution of the Board of Directors.

 

As amended on December 4, 2007.