C&D TECHNOLOGIES, INC.
                               Board of Directors
                Nominating/Corporate Governance Committee Charter
                          As Amended February 27, 2004
 
The Corporate Governance policies of the Company, including the duties and
functions of the Nominating/Corporate Governance Committee of the Board of
Directors, shall be as follows:
 
A. Composition of the Board
 
      1.    Management Directors
 
            As a matter of policy, there should be a substantial majority of
            independent directors on the board(1). While exceptions may occur
            from time to time, the Charter suggests that the only management
            member of the Board will be the Chief Executive Officer.
 
      2. Board Size
 
            To ensure that an adequate number of independent directors are
            available to serve on committees, while at the same time fostering
            close working relationships and avoiding excessive formality, a
            Board of seven to nine directors is desirable. However, the Board
            also recognizes that having more than nine directors may be
            desirable (when new directors join the Board prior to the departure
            of retiring directors) and also, that fewer than seven directors may
            be necessary when a vacancy occurs and a suitable new candidate is
            not immediately available.
 
      3. Selection of Independent Directors and Stockholder Nominations
 
            The Nominating/Corporate Governance Committee shall have primary
            responsibility for screening and identifying individuals qualified
            to become Board members, with input from other members of the Board
            and in consultation with the Chief Executive Officer, and for
            selecting, or recommending that the Board select, the director
            nominees for C&D Technologies' next annual meeting of stockholders.
            Criteria for independent director consideration include senior
            management experience, appropriate skill sets, diversity, and
            overall business acumen. The Committee shall have the sole authority
            to retain and terminate any search firm to be used to identify
            director candidates, including the authority to approve the search
            firm's fees and other retention terms. The Committee shall also
            oversee the process by which stockholders may nominate directors at
            an annual meeting as set forth in Article II, Section 11 of the
            Company's By-laws. In addition, the Committee shall consider persons
            recommended by stockholders as director candidates as part of its
            responsibilities under this paragraph. It is the policy of the Board
            that the Committee evaluate candidates for director recommended by
            stockholders on the same basis that other individuals are evaluated
            under this paragraph. In reporting its selection of a director
            nominee to the Board, or its recommendation that the Board select an
            individual as a director nominee, the Committee shall report which
            one or more of the following categories of persons or entities
            recommended that nominee: stockholder, non-management director,
            chief executive officer, other executive officer, third party search
            firm, or other specified source.
 
      4.    Re-election of Independent Directors
 
            The Chair of the Nominating/Corporate Governance Committee in
            consultation with the Committee, the Chairman of the Board (if he is
            not then a member of the Committee) and Chief Executive Officer,
            will determine the appropriateness of nominating each director
 
 
            for re-election on an annual basis. In this regard, independent
            directors will periodically be evaluated on their respective
            contributions toward advancing the Corporation and enhancing
            stockholder value. Following evaluation, the Chair of the Committee
            will make recommendations to the Board.
 
            In addition to the duties and responsibilities described above, the
            Committee shall:
 
            o     Review potential conflicts of prospective Board members;
 
            o     Maintain a list of persons who may be potential directors;
 
            o     Perform such other functions as may be assigned by the Board;
                  and
 
            o     Establish programs for director orientation and suggestions
                  and policies for continuing director education.
 
      5.    Retirement Age
 
            Directors shall normally be required to retire from the Board at the
            annual meeting following the year in which he/she reaches age 70.
 
      6.    Change in Director's Responsibilities
 
            It is not the Board's intention that an independent director leave
            the Board in the event of retirement or other change in the position
            he/she held when joining the Board. However, if such an event
            occurs, the independent director would be expected to tender his or
            her resignation to the Chairman of the Board who, in consultation
            with the Nominating/Corporate Governance Committee, shall determine
            if the director's change in status appears consistent with the
            strategic requirements of the Board and overall corporate
            requirements.
 
      7. Board Service by Retired Chief Executive Officer
 
            The Board believes that continued service on the Board by a retired
            Chief Executive Officer must be decided on a case-by-case basis.
            Whether the individual remains a member of the Board is a matter for
            the full Board and the new Chief Executive Officer to discuss at the
            appropriate time.
 
            Any former employee serving on the Board will be considered a
            management director for purposes of corporate governance (ineligible
            to serve on the Audit, Compensation or Nominating/Corporate
            Governance Committee) for a period of at least three years after
            termination of employment, but will be compensated as an independent
            director.
 
      8.    Service on Other Boards of Directors
 
            It is imperative that each current and prospective member of the
            Board has adequate time to devote to C&D Board service. Accordingly,
            the Nominating/Corporate Governance Committee will consider the
            number of public and private board seats held by current board
            members as well as prospective board candidates as part of the
            annual nomination process and in the context of recommendation of
            new board members, respectively. Generally, unless the facts and
            circumstances dictate a different conclusion, Board members shall
            not simultaneously serve on the boards of directors of more than
            three other public and/or private companies.
 
 
B. Operation of the Board
 
      1. Selection for Chairman of the Board and Chief Executive Officer
 
            The Board will determine whether the roles of the Chairman of the
            Board and Chief Executive Officer should be separate or held by one
            individual, based on the circumstances at hand. If the roles are to
            be held by two individuals, the Board will determine whether the
            Chairman of the Board should be a management or an independent
            director.
 
      2.    Board Committees
 
            The Company will have three committees: Audit, Compensation and
            Nominating/Corporate Governance, and such subcommittees as the
            Committees may, from time to time, designate. Each of these
            committees is responsible for the development of a Charter to be
            approved by the full Board. Each committee, including the
            Nominating/Corporate Governance Committee, should revisit its
            respective Charter on an annual basis, and shall seek approval of
            the Board of any material modification of its Charter. Committees
            are otherwise authorized to interpret, modify, suspend effectiveness
            of any part of, make rules under, and otherwise interpret and
            administer their Charters in their reasonable discretion. To the
            extent possible, committee meetings will be scheduled on the same
            day as Board meetings.
 
      3. Assignment and Rotation of Committee Members
 
            The Nominating/Corporate Governance Committee, in consultation with
            the Chairman of the Board (if he is not then a member of the
            Committee) and Chief Executive Officer, is responsible for committee
            assignments, subject to Board approval. Chairpersons of committees
            will be chosen in the same manner, and will always be independent
            directors. The Board committee assignments should be changed from
            time to time, but no fixed schedule has been established.
 
      4.    Committee Meetings
 
            Committee chairpersons, in consultation with the appropriate members
            of senior management, will determine the frequency and length of
            meetings, as well as agendas for each meeting. Each committee will
            issue in advance of each meeting a schedule of agenda subjects to be
            discussed. Copies of all committee meeting minutes will be shared
            with the full Board.
 
      5.    Attendance at Board and Committee Meetings and Annual Meeting of
            Stockholders
 
            Board and committee members are expected to attend all meetings of
            the Board and each Board committee upon which the director serves.
            Under the rules of the Securities and Exchange Commission, the
            Company is required to report in its proxy statement for its annual
            meeting the name of each incumbent director who during the preceding
            fiscal year (or such shorter period the individual served as a Board
            or committee member) attended fewer than 75% of the aggregate of the
            meetings of the Board and the meetings of all Board committees on
            which the director served. Attendance at Board and committee
            meetings shall be a factor for consideration by the Committee under
            Section A, Paragraph 4 of this charter. It is the policy of the
            Board that Board members are expected to attend the Annual Meeting
            of Stockholders of the Company.
 
 
 
      6.    Agendas for the Full Board
 
            The Chairman of the Board and Chief Executive Officer will establish
            the agenda for each Board meeting, with each Board member encouraged
            to submit items for consideration.
 
      7.    Board Materials in Advance of Meetings
 
            It is the Board's desire that important material be provided, in
            writing, in advance of meetings. For the months between Board
            meetings, when appropriate, materials should likewise be forwarded
            to Board members.
 
      8.    Executive Session
 
            The independent directors will meet in Executive Session, without
            management participation, at least once each year, and time will be
            made available at the end of each regularly scheduled Board meeting
            to provide an opportunity for the independent directors to meet in
            Executive Session. The Chair of the Nominating/Corporate Governance
            Committee or the Chairman of the Board will schedule the meeting and
            the Chair of the Nominating/Corporate Governance Committee will
            preside with the following objectives in mind:
 
            o     Evaluate the Chief Executive Officer's performance and make
                  recommendations to the Compensation Committee regarding
                  compensation and employment contract issues;
 
            o     Provide input for the following year regarding corporate goals
                  as part of the Chief Executive Officer's performance
                  objectives; and
 
            o     Review such matters as may be brought to the attention of
                  independent directors by persons who have communicated their
                  concerns to the independent directors, the Chair of the
                  Nominating/Corporate Governance Committee or the Chairman of
                  the Board.
 
            Such meetings should follow regular Board meetings whenever
            possible.
 
      9.    Board Compensation and Stock Ownership
 
            Compensation
 
            o     Pay the non-executive Chairman of the Board a retainer of
                  $50,000 per year with an option to receive up to one-third
                  ($16,666.17) of the total in cash, with the remainder in
                  stock, or take the entire retainer in stock.
 
            o     Pay the independent directors a retainer of $20,000 per year,
                  except for the Chair of the Audit Committee who shall be paid
                  a retainer of $25,000 per year, with an option to receive up
                  to one-third ($6,667) or, as to the Chair of the Audit
                  Committee, $8,333, of the total in cash, with the remainder in
                  stock, or take the entire retainer in stock;
 
            o     Pay $1,500 per Board meeting, and this payment will be paid in
                  cash;
 
            o     Pay $1,500 per committee meeting to the chairperson of each
                  committee, and $1,000 per meeting to each committee member,
                  and these payments will be in cash;
 
 
 
            o     At the option of the Chief Executive Officer, pay $750 for
                  telephonic Board meetings where such meetings are of a more
                  limited nature, or require less time commitment than for
                  regularly scheduled meetings, or no fees for brief
                  informational meetings;
 
            o     Conduct annual reviews of Board compensation, typically in
                  February of each year.
 
            Stock Ownership
 
            All independent directors have a fiduciary responsibility to the
            Corporation and a commitment to enhancing stockholder value. In this
            regard, a strong equity position by each Board member is essential.
            As a guideline, independent directors should own a minimum of
            $100,000 in C&D Technologies stock, excluding stock options. An
            independent director may take a maximum of five (5) years to obtain
            this equity position, calculated from the date that he/she initially
            joined the Board.
 
C.    Board Interaction with Management
 
      1.    Evaluation of Chief Executive Officer
 
            The Compensation Committee will formally evaluate the Chief
            Executive Officer's compensation on an annual basis, soliciting
            input from independent directors, individually as well as by the
            independent directors serving on the Nominating/Corporate Governance
            Committee. The Compensation Committee will then discuss its findings
            with independent directors in Executive Session after which the
            results will be reviewed with the Chief Executive Officer.
 
      2. Succession Planning and Management Development
 
            An annual report will be prepared by the Chief Executive Officer on
            the subjects of succession planning and management development, and
            this information will be communicated in Executive Session with
            independent directors. The Nominating/Corporate Governance Committee
            shall establish policies regarding succession of the Chief Executive
            Officer in the event of an emergency or the retirement of the Chief
            Executive Officer.
 
      3.    Access to Senior Management
 
            Board members shall have full access to senior management, and the
            Chief Executive Officer shall be advised of significant contacts
            between Board members and senior management.
 
      4. Access to Advisors Independent of Management
 
            From time to time, it may be appropriate for the Board and Board
            committees to seek advice from outside advisors independent of
            management with respect to matters within their responsibility.
 
D. Performance Evaluation of the Board and Each Board Committee
 
      At least annually, the Board shall conduct a self-evaluation of its
      performance and a performance evaluation of the Audit Committee, the
      Compensation Committee and the Nominating/Corporate Governance Committee.
      The purpose of the evaluations shall be to determine whether the Board and
      such committees are functioning effectively. Also, the
      Nominating/Corporate Governance Committee shall review its own performance
      at least annually.
 
 
 
 
E. Training for the Board
 
      The Nominating/Corporate Governance Committee will consider training and
      education opportunities and make materials available to enhance the
      abilities of the members of the Board to perform their responsibilities.
 
F. Other Provisions Regarding the Nominating/Corporate Governance Committee
 
      In addition to the other provisions of this Charter that assign
      responsibilities and duties to the Committee, the Nominating/Corporate
      Governance Committee shall be subject to the provisions set forth in this
      section.
 
      1. Composition of the Nominating/Corporate Governance Committee
 
            The Nominating/Corporate Governance Committee shall be comprised of
            at least two independent directors(1).
 
      2.    Procedures
 
            The Nominating/Corporate Governance Committee shall hold at least
            two regular meetings each year, and such special meetings as may be
            required. Meetings may be called by the Chair of the
            Nominating/Corporate Governance Committee or the Chairman of the
            Board. The results of the meetings shall be reported to the full
            Board.
 
      3. Responsibilities with Respect to this Charter
 
            The Nominating/Corporate Governance Committee shall review from time
            to time the adequacy of the corporate governance guidelines in this
            Charter in light of broadly accepted practices of corporate
            governance, emerging governance issues and market and regulatory
            expectations, and will advise and make recommendations to the Board
            with respect to appropriate modifications. The Nominating/Corporate
            Governance Committee shall advise the Board with respect to such
            other matters relating to the governance of the Company as the
            Committee may from time to time approve, including changes to terms
            or scope of this Charter and the Committee's overall
            responsibilities and carry out such other tasks as the Board may
            from time to time delegate to it for action consistent with this
            Charter.
 
G. Stockholder Communications with the Board of Directors
 
            Stockholders of the Company may contact any of the Company's
            directors by writing to them c/o C&D Technologies, Inc., 1400 Union
            Meeting Road, Blue Bell, Pennsylvania 19422, Attention: Corporate
            Secretary.
 
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      (1) No director qualifies as "independent" unless the board of directors
affirmatively determines that the director has no material relationship with the
Company, either directly or as a partner, shareholder or officer of an
organization that has a relationship with the Company. In addition:
 
            (a) No director who is a former employee, or whose immediate family
member is an executive officer, of the Company can be "independent" until three
years after the employment has ended.
 
            (b) No director who receives, or whose immediate family member
receives, more than $100,000 per year in director compensation from the Company,
other than director and committee fees and pension or other forms of deferred
compensation for prior service (provided such compensation is not contingent in
any way on continued service), can be independent until three years after he or
she ceases to receive more than $100,000 per year in such compensation.
 
 
 
 
            (c) No director who is, or in the past three years has been,
affiliated with or employed by, or whose immediate family member is affiliated
with or employed in a professional capacity by, a present or former internal or
external auditor of the Company can be "independent" until three years after the
end of either the affiliation or the auditing relationship.
 
            (d) No director can be "independent" if he or she is, or whose
immediately family member is, or in the past three years has been, an executive
officer of another company where any of the Company's present executives serve
on the compensation committee of that other company.
 
            (e) No director who is an executive officer or employee, or whose
immediate family member is an executive officer, of a company that makes
payments to, or receives payments from, the Company for property or services in
an amount which, in any single fiscal year, exceeds the greater of $1 million,
or 2% of such other company's consolidated gross revenues, can be "independent"
until three years after falling below such threshold.