Exhibit 10.7



                                         As Amended through February 22, 2000





                             C&D TECHNOLOGIES, INC.

                              AMENDED AND RESTATED
                             1998 STOCK OPTION PLAN

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                                TABLE OF CONTENTS
                                                             Page
                                                             ----

ARTICLE I - PURPOSE .....................................      1

ARTICLE II - DEFINITIONS ................................      1

ARTICLE III - ADMINISTRATION ............................      3

ARTICLE IV - SHARE AND OTHER LIMITATIONS ................      5

ARTICLE V - STOCK OPTIONS ...............................      7

ARTICLE VI - NON-EMPLOYEE DIRECTOR STOCK OPTIONS ........      9

ARTICLE VII - GRANT OF SHARES OF COMMON STOCK
  TO NON-EMPLOYEE DIRECTORS .............................     11

ARTICLE VIII - NON-TRANSFERABILITY AND TERMINATION OF
EMPLOYMENT/CONSULTANCY PROVISIONS .......................     12

ARTICLE IX - TERMINATION OR AMENDMENT OF PLAN ...........     13

ARTICLE X - UNFUNDED PLAN ...............................     13

ARTICLE XI - GENERAL PROVISIONS .........................     14

ARTICLE XII - EFFECTIVE DATE OF PLAN ....................     15

ARTICLE XIII - TERM OF PLAN .............................     15

ARTICLE XIV - NAME OF PLAN ..............................     16


<PAGE>



                             C&D TECHNOLOGIES, INC.
                             1998 Stock Option Plan


                                   ARTICLE I.

                                     PURPOSE

         The purpose of the C&D  Technologies,  Inc. 1998 Stock Option Plan (the
"Plan") is to enhance the profitability and value of C&D Technologies, Inc. (the
"Company") and its Affiliates for the benefit of the Company's  stockholders  by
enabling the Company to offer Eligible  Employees and Consultants of the Company
and its  Affiliates,  as well as  Non-Employee  Directors of the Company,  Stock
Options in the Company,  and to offer  Non-Employee  Directors  shares of Common
Stock.  The intent of such offering is to raise the level of stock  ownership by
Eligible Employees,  Consultants and Non-Employee Directors in order to attract,
retain and reward such  individuals  and  strengthen  the mutuality of interests
between them and the Company's stockholders.

                                   ARTICLE II.

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

         "Affiliate"  shall mean (i) any  Subsidiary;  or (ii) any  corporation,
trade or business  (including,  without  limitation,  a  partnership  or limited
liability  company)  which is  controlled  50% or more  (whether by ownership of
stock,  assets or an equivalent  ownership  interest or voting  interest) by the
Company or one of its Affiliates.

         "Board" shall mean the Board of Directors of the Company.

         "Cause" shall mean (i) if the  Participant  is a party to an employment
agreement  with the Company or an  Affiliate,  the grounds for  termination  for
cause  thereunder  and (ii) in all other  cases,  whatever a court of  competent
jurisdiction  would  consider  grounds  for  termination  for  cause  under  the
circumstances.

         "Code"  shall  mean the  Internal  Revenue  Code of 1986,  as  amended,
including the rules and regulations thereunder.  Any reference to any section of
the Code shall also be a reference to any successor provision.

         "Committee"  shall  mean a  committee  or  subcommittee  of  the  Board
appointed from time to time by the Board,  which committee or subcommittee shall
consist of two or more non-employee  directors,  each of whom is intended to be,
to the  extent  required  by Rule  16b-3  and  Section  162(m)  of the  Code,  a
"non-employee  director"  as defined in Rule 16b-3 and an "outside  director" as
defined under Section 162(m) of the Code. To the extent that no Committee

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exists which has the  authority to  administer  this Plan,  the functions of the
Committee  shall be exercised by the Board and the term  "Committee"  as used in
this Plan shall refer to the Board.  If for any reason the  appointed  Committee
does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such
noncompliance with the requirements of Rule 16b-3 and Section 162(m) of the Code
shall not  affect  the  validity  of awards,  grants,  interpretations  or other
actions of the Committee.

         "Common  Stock"  shall mean the common  stock,  $.01 par value,  of the
Company.

         "Company" shall mean C&D TECHNOLOGIES, INC., a Delaware corporation.

         "Consultant"  shall  mean  any  natural  person  who is an  adviser  or
consultant to the Company or its Affiliates.

         "Disability" shall mean total and permanent  disability,  as defined in
Section 22(e)(3) of the Code.

         "Effective  Date" shall mean the effective date of this Plan as defined
in Article XII.

         "Eligible  Employee"  shall  mean any  employee  of the  Company or its
Affiliates.  Notwithstanding  the  foregoing,  with  respect  to  the  grant  of
Incentive  Stock  Options,  Eligible  Employee  shall mean any  employee  of the
Company or any Subsidiary.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

         "Extraordinary Transaction" shall have the meaning set forth in Section
4.2(d).

         "Fair  Market  Value,"  unless  otherwise  required  by any  applicable
provision of the Code or any regulations  issued  thereunder,  shall mean, as of
any date,  the last sales price  reported for the Common Stock on the applicable
date: (i) as reported on the principal national  securities exchange on which it
is then  traded or the  Nasdaq  Stock  Market or (ii) if not  traded on any such
national  securities  exchange  or the  Nasdaq  Stock  Market,  as  quoted on an
automated  quotation system sponsored by the National  Association of Securities
Dealers.  If the Common Stock is not readily  tradable on a national  securities
exchange,  the Nasdaq Stock Market, or any automated  quotation system sponsored
by the National  Association of Securities Dealers,  its Fair Market Value shall
be set in good faith by the Committee.

         "Incentive Stock Option" shall mean any Stock Option intended to be and
designated as an "incentive  stock option"  within the meaning of Section 422 of
the Code.

         "Non-Employee  Director"  shall mean any director of the Company who is
not an employee of the Company or any Affiliate.

         "Non-Qualified Stock Option" shall mean any Stock Option that is not an
Incentive Stock Option.

         "Participant"   shall  mean  any  Eligible   Employee,   Consultant  or
Non-Employee Director to whom a Stock Option has been granted.

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         "Rule 16b-3" shall mean Rule 16b-3 under  Section 16(b) of the Exchange
Act as then in effect or any successor provisions.

         "Section   162(m)  of  the  Code"   shall   mean  the   exception   for
performance-based compensation under Section 162(m) of the Code.

         "Stock Option" shall mean any option to purchase shares of Common Stock
granted to Eligible Employees or Consultants pursuant to Article V or granted to
Non-Employee Directors pursuant to Article VI.

         "Subsidiary"  shall  mean any  subsidiary  corporation  of the  Company
within the meaning of Section 424(f) of the Code.

         "Ten Percent  Stockholder"  shall mean a person owning stock possessing
more than 10% of the total combined  voting power of all classes of stock of the
Company, any Subsidiary or any parent corporation,  as defined in Section 424(e)
of the Code.

         "Termination of Consultancy"  shall mean, with respect to a Consultant,
that the  Consultant  is no longer acting as a Consultant to the Company and its
Affiliates.  In the event an entity shall cease to be an Affiliate,  there shall
be deemed a Termination  of Consultancy of any individual who is a consultant of
that  entity  and is not  otherwise  a  Consultant  of the  Company  or  another
Affiliate at the time the entity ceases to be an Affiliate.

         "Termination   of   Directorship"   shall  mean,   with  respect  to  a
Non-Employee  Director,  that  the  Non-Employee  Director  has  ceased  to be a
director of the Company.

         "Termination of Employment" shall mean: (i) a termination of service of
a Participant from the Company and its Affiliates;  or (ii) when an entity which
is employing a  Participant  ceases to be an Affiliate,  unless the  Participant
thereupon becomes employed by the Company or another Affiliate.

         "Transfer" or "Transferred" shall mean alienate,  attach, sell, assign,
pledge, encumber, charge or otherwise transfer.


                                  ARTICLE III.

                                 ADMINISTRATION

         3.1. THE COMMITTEE.  This Plan shall be administered and interpreted by
the Committee. Subject to the other provisions of this Plan, the Committee shall
have the  authority  to  adopt,  alter  and  repeal  such  administrative  rules
governing  this Plan and  perform  all acts,  including  the  delegation  of its
administrative responsibilities, as the Committee shall, from time to time, deem
advisable;  to construe and  interpret  this Plan and any Stock  Option  granted
hereunder (and any agreements  relating thereto).  The Committee may correct any
defect,  supply any omission or reconcile any  inconsistency  in this Plan or in
any  agreement  relating  thereto  in the manner and to the extent it shall deem
necessary to carry this Plan into effect, but only to the extent any such action
would be  permitted  under the  applicable  provisions  of both  Rule  16b-3

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and Section  162(m) of the Code.  The  Committee may adopt rules for persons who
are  residing in, or subject to, the taxes of,  countries  other than the United
States  to  comply  with  applicable  tax and  securities  laws.  To the  extent
applicable,  this Plan is intended to comply with the applicable requirements of
Rule 16b-3 and Section  162(m) of the Code and shall be limited,  construed  and
interpreted in a manner so as to comply therewith. The Board, its directors, the
Committee, its members and any person to whom authority is delegated pursuant to
this  Section  3.1 shall not be liable for any action or  determination  made in
good faith with respect to this Plan.

         3.2.  AWARDS.  The Committee  shall have full  authority to grant Stock
Options to Eligible  Employees and Consultants and to otherwise  administer this
Plan. In particular, the Committee shall have the authority:

         (a)  to select Eligible Employees and Consultants to whom Stock Options
may from time to time be granted hereunder;

         (b)  to determine the number of shares of Common Stock to be covered by
each Stock Option granted to an Eligible  Employee or Consultant,  and the terms
and conditions of the Stock Option (including,  but not limited to, the exercise
or purchase price (if any), any restriction or limitation,  any vesting schedule
or  acceleration  thereof  or any  forfeiture  restrictions  or waiver  thereof,
regarding any Stock  Option,  and the shares of Common Stock  relating  thereto,
based on such  factors,  if any, as the  Committee  shall  determine in its sole
discretion);

         (c)  to modify or extend a Stock Option, subject to Section 9.1 herein;
and

         (d)  to offer to buy out a Stock  Option previously  granted,  based on
such terms and conditions as the Committee  shall  establish and  communicate to
the Participant at the time such offer is made;

provided,  however,  that  subsequent  to its  grant,  except  with  respect  to
adjustments  under  Section 4.2 of this Plan, no Stock Option shall be repriced,
regranted  or amended so as to effect a decrease  in the  exercise  price of the
Stock Option without approval of the Company's stockholders.

         3.3. DECISIONS FINAL. Any decision, interpretation or other action made
or taken in good faith by or at the  direction of the Company,  the Board or the
Committee (or any of its members) arising out of or in connection with this Plan
shall be  within  the  absolute  discretion  of the  Company,  the  Board or the
Committee, as the case may be, and shall be final, binding and conclusive on the
Company  and its  Affiliates  and  all  employees  and  Participants  and  their
respective heirs, executors, administrators, successors and assigns.

         3.4. RELIANCE ON COUNSEL.  The Company,  the Board or the Committee may
consult with legal counsel, who may be counsel for the Company or other counsel,
with  respect to its  obligations  or duties  hereunder,  or with respect to any
action or  proceeding  or any  question  of law,  and  shall not be liable  with
respect to any action  taken or  omitted  by it in good  faith  pursuant  to the
advice of such counsel.  The Company, the Board or the Committee may also engage
consultants  or  agents  with  regard to this  Plan.  Expenses  incurred  in the
engagement  of any  such  counsel,  consultant  or  agent  shall  be paid by the
Company.

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         3.5.  PROCEDURES.  If the  Committee  is  appointed,  the  Board  shall
designate  one of the members of the  Committee  as chairman  and the  Committee
shall hold  meetings,  subject to the By-Laws of the Company,  at such times and
places as the  Committee  shall  deem  advisable.  A majority  of the  Committee
members shall constitute a quorum.  All determinations of the Committee shall be
made by a majority of its  members.  Any  decision or  determination  reduced to
writing and signed by all the Committee  members in accordance  with the By-Laws
of the Company shall be fully as effective as if it had been made by a vote at a
meeting duly called and held.

                                   ARTICLE IV.

                           SHARE AND OTHER LIMITATIONS

         4.1.     SHARES.

         (a) The aggregate  number of shares of Common Stock which may be issued
and with respect to which Stock Options may be granted under this Plan shall not
exceed 1,500,000 shares (subject to any increase or decrease pursuant to Section
4.2),  which may be either  authorized and unissued Common Stock or Common Stock
held in or  acquired  for the  treasury  of the  Company.  If any  Stock  Option
expires,  terminates or is canceled for any reason without having been exercised
in full, the number of shares of Common Stock  underlying any unexercised  Stock
Option shall again be available under this Plan. In addition, in determining the
number of shares of Common  Stock  available  under the Plan  other than for the
granting of Incentive  Stock  Options,  if Common Stock has been  exchanged by a
Participant  as full or partial  payment to the Company in  connection  with the
exercise of a Stock  Option,  the number of shares of Common Stock  exchanged as
payment in  connection  with the exercise  shall again be  available  under this
Plan.

         (b) The maximum  number of shares of Common Stock with respect to which
Stock  Options may be granted  under this Plan during any  calendar  year of the
Company to each  Eligible  Employee  shall be  200,000  shares  (subject  to any
increase or  decrease  pursuant  to Section  4.2).  To the extent that shares of
Common  Stock  for  which  Stock  Options  are  permitted  to  be  granted  to a
Participant pursuant to Section 4.1(b) during a calendar year of the Company are
not covered by a grant of a Stock Option in the Company's  calendar  year,  such
shares  of  Common  Stock  shall  be  available  for  grant or  issuance  to the
Participant in any subsequent calendar year during the term of this Plan.

         4.2.     CHANGES.

         (a) The existence of this Plan and the shares of Common Stock and Stock
Options granted  hereunder shall not affect in any way the right or power of the
Board or the  stockholders  of the Company to make or authorize any  adjustment,
recapitalization,  reorganization  or  other  change  in the  Company's  capital
structure  or its  business,  any  merger or  consolidation  of the  Company  or
Affiliates, any issue of bonds, debentures,  preferred or prior preference stock
ahead of or affecting Common Stock, the  authorization or issuance of additional
shares of Common  Stock,  the  dissolution  or  liquidation  of the  Company  or
Affiliates, any sale or transfer of all or part of its assets or business or any
other corporate act or proceeding.

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         (b) In the event of any change in the capital  structure or business of
the Company by reason of any stock dividend, stock split or reverse stock split,
recapitalization,  reorganization,  merger, consolidation, split-up, combination
or exchange of shares, distribution with respect to its outstanding Common Stock
or capital stock other than Common Stock, reclassification of its capital stock,
any sale or transfer of all or part of the Company's assets or business,  or any
similar change affecting the Company's capital structure or business, and if the
Committee  determines  an adjustment is  appropriate  under this Plan,  then the
aggregate  number and kind of shares which  thereafter  may be issued under this
Plan,  the number and kind of shares or other  property  (including  cash) to be
issued upon exercise of an outstanding  Stock Option granted under this Plan and
the purchase or exercise price thereof shall be appropriately adjusted. Any such
adjustment shall be consistent with such change and be made in a manner that the
Committee deems equitable to prevent substantial  dilution or enlargement of the
rights  granted  to,  or  available  for,  Participants  under  this  Plan or as
otherwise necessary to reflect the change. Any such adjustment determined by the
Committee in good faith shall be binding and  conclusive  on the Company and all
Participants   and   employees   and   their   respective   heirs,    executors,
administrators, successors and assigns.

         (c) Fractional  shares of Common Stock resulting from any adjustment in
Stock Options  pursuant to Section 4.2(a) or (b) shall be aggregated  until, and
eliminated  at, the time of exercise by  rounding-down  for fractions  less than
one-half and  rounding-up  for fractions  equal to or greater than one-half.  No
cash settlements  shall be made with respect to fractional  shares eliminated by
rounding.  Notice  of any  adjustment  shall be given by the  Committee  to each
Participant whose Stock Option has been adjusted and such adjustment (whether or
not such notice is given)  shall be  effective  and binding for all  purposes of
this Plan.

         (d) In the event of (i) a merger or  consolidation in which the Company
is not the surviving  entity or in which the Company is the surviving entity but
the  holders  of  the  Common  Stock   outstanding   immediately  prior  to  the
consummation  of the transaction are not the holders of a majority of the Common
Stock  outstanding  immediately  subsequent to the  transaction,  or (ii) in the
event of any transaction that results in the acquisition of all or substantially
all of the Company's outstanding Common Stock by a single person or entity or by
a group of persons  and/or  entities  acting in concert,  or in the event of the
sale or transfer of all or substantially all of the Company's assets (all of the
foregoing being referred to as "Extraordinary  Transactions"),  then in any such
event the Committee may, in its sole discretion, terminate all outstanding Stock
Options, effective as of the date of the Extraordinary Transaction by delivering
notice of  termination  to each such  Participant  at least 30 days prior to the
date of consummation of the Extraordinary Transaction; provided, that during the
period from the date on which such notice of  termination  is  delivered  to the
consummation of the Extraordinary Transaction,  each such Participant shall have
the  right to  exercise  in full all of his or her Stock  Options  that are then
outstanding  (whether  vested or not vested) but contingent on the occurrence of
the Extraordinary  Transaction;  provided,  further,  that, if the Extraordinary
Transaction  does not take place  within a specified  period  after  giving such
notice for any reason  whatsoever,  the  notice and  exercise  shall be null and
void. If an Extraordinary  Transaction  occurs, to the extent the Committee does
not terminate the  outstanding  Stock Options  pursuant to this Section  4.2(d),
then the provisions of Section 4.2(b) shall apply.

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<PAGE>

                                   ARTICLE V.

                                  STOCK OPTIONS

         5.1.  STOCK  OPTIONS.  Each Stock Option  granted  hereunder  shall  be
one of two  types:  (i) an  Incentive  Stock  Option  intended  to  satisfy  the
requirements of Section 422 of the Code, or (ii) a Non-Qualified Stock Option.

         5.2.  GRANTS.  The  Committee  shall have the authority to grant to any
Eligible  Employee one or more  Incentive  Stock  Options,  Non-Qualified  Stock
Options,  or both types of Stock  Options.  To the extent that any Stock  Option
does not qualify as an Incentive Stock Option (whether because of its provisions
or the time or manner of its  exercise or  otherwise),  such Stock Option or the
portion  thereof  which  does  not  so  qualify  shall   constitute  a  separate
Non-Qualified  Stock Option.  The Committee shall have the authority to grant to
any Consultant one or more  Non-Qualified  Stock  Options.  Notwithstanding  any
other  provision of this Plan to the  contrary or any  provision in an agreement
evidencing the grant of a Stock Option to the contrary, any Stock Option granted
to an  Employee  of an  Affiliate  (other  than a  Subsidiary),  a  Non-Employee
Director or a Consultant shall be a Non-Qualified Stock Option.

         5.3.  TERMS OF STOCK  OPTIONS.  Stock  Options  shall be subject to the
following  terms and  conditions,  and shall be in such  form and  contain  such
additional terms and conditions,  not inconsistent  with the terms of this Plan,
as the Committee shall deem desirable:

         (a) The  exercise  price per share of Common  Stock  subject to a Stock
Option  granted under this Article V shall be determined by the Committee at the
time of grant but shall  not be less  than  100% of the Fair  Market  Value of a
share of  Common  Stock  at the time of  grant;  provided,  however,  that if an
Incentive  Stock  Option is granted to a Ten Percent  Stockholder,  the exercise
price per  share  shall be no less  than  110% of the Fair  Market  Value of the
Common Stock.

         (b) The term of each Stock Option shall be fixed by the  Committee  but
no Stock Option shall be exercisable more than 10 years after the date the Stock
Option is granted;  provided,  however,  the term of an  Incentive  Stock Option
granted to a Ten Percent Stockholder may not exceed five years.

         (c)  Stock  Options  shall be  exercisable  at such  time or times  and
subject to such terms and  conditions as shall be determined by the Committee at
the time of grant. If the Committee provides, in its discretion,  that any Stock
Option  is  exercisable  subject  to  certain  limitations  (including,  without
limitation,  that it is exercisable  only in installments or within certain time
periods),  the Committee may waive such limitations on the exercisability at any
time at or after the time of grant in whole or in part,  based on such  factors,
if any, as the Committee shall determine in its sole discretion. Notwithstanding
anything to the contrary under Article VIII,  unless the Committee shall specify
otherwise,  a Stock  Option  shall  become  fully  (100%)  exercisable  upon the
Termination  of  Employment or the  Termination  of  Consultancy  for reasons of
death,  disability or retirement.  The Committee  shall, in its sole discretion,
determine whether or not disability or retirement has occurred.  Notwithstanding
the foregoing,  the Committee at any time may in its sole  discretion  limit the
number  of  Stock  Options  that can be  exercised  in any  taxable  year of the
Company, to the extent necessary to prevent the application of Section

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162(m) of the Code (or any similar or successor  provision),  provided  that the
Committee  may not  postpone  the  earliest  date on which Stock  Options can be
exercised beyond the last day of the stated term of such Stock Options.

         (d)  Subject  to  whatever  installment  exercise  and  waiting  period
provisions  apply under Section 5.3(c),  Stock Options may be exercised in whole
or in part at any time during the Stock Option term, by giving written notice of
exercise to the Company specifying the number of shares to be purchased.  Common
Stock purchased  pursuant to the exercise of a Stock Option shall be paid for at
the time of exercise as  follows:  (i) in cash or by check,  bank draft or money
order  payable to the order of Company;  (ii) if the Common Stock is traded on a
national  securities  exchange,  the Nasdaq Stock Market or quoted on a national
quotation  system sponsored by the National  Association of Securities  Dealers,
through the delivery of irrevocable instructions to a broker to deliver promptly
to the Company an amount  equal to the  purchase  price;  or (iii) on such other
terms and  conditions as may be  acceptable  to the  Committee or the Board,  as
applicable  (which  may  include  payment  in full or part in the form of Common
Stock owned by the  Participant  (and for which the  Participant  has good title
free and clear of any liens and encumbrances)  based on the Fair Market Value of
the Common Stock on the payment date as determined by the Committee or the Board
or the surrender of vested Stock Options owned by the Participant). No shares of
Common Stock shall be issued until payment  therefor,  as provided  herein,  has
been made or provided for.

         (e) To the extent that the aggregate  Fair Market Value  (determined as
of the time of grant) of the Common Stock with respect to which  Incentive Stock
Options are  exercisable  for the first time by an Eligible  Employee during any
calendar year under this Plan and/or any other stock option plan of the Company,
any Subsidiary or any parent  corporation  (within the meaning of Section 424(e)
of  the  Code)  exceeds  $100,000,  such  Stock  Options  shall  be  treated  as
Non-Qualified Stock Options. In addition,  if an Eligible Employee's  employment
by the Company,  a  Subsidiary  or a parent  corporation  (within the meaning of
Section 424(e) of the Code)  terminates more than three months prior to the date
of exercise (or such other  period as required by  applicable  law),  such Stock
Option shall be treated as a  Non-Qualified  Stock Option.  Should the foregoing
provision  not be  necessary  in order  for the  Stock  Options  to  qualify  as
Incentive Stock Options,  or should any additional  provisions be required,  the
Committee  may amend this Plan  accordingly,  without the necessity of obtaining
the approval of the stockholders of the Company.

         (f) Subject to the terms and  conditions  of this Plan,  a Stock Option
shall be  evidenced  by such form of  agreement  or grant as is  approved by the
Committee  and the  Committee  may  modify,  extend or renew  outstanding  Stock
Options  granted under this Plan (provided that the rights of a Participant  are
not reduced without his consent),  or accept the surrender of outstanding  Stock
Options (up to the extent not theretofore  exercised) and authorize the granting
of new Stock  Options in  substitution  therefor (to the extent not  theretofore
exercised).

         (g) Stock Options may contain such other provisions, which shall not be
inconsistent  with any of the  foregoing  terms of this Plan,  as the  Committee
shall deem appropriate including,  without limitation,  permitting reload grants
of Stock  Options  upon  exercise of Stock  Options such that the same number of
Stock  Options are granted as the number of shares used to pay for the  exercise
price of Stock Options or shares used to pay  withholding  taxes with respect to
Stock Options exercised ("Reloads"). With respect to Reloads, the exercise price
of the new Stock

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<PAGE>

Option  shall be the Fair Market Value on the date of the Reload and the term of
the Stock Option shall be the same as the  remaining  term of the Stock  Options
that are  exercised,  if  applicable,  or such other  exercise price and term as
determined by the Committee.

         (h) With  respect to Stock  Options  granted  to  certain  Participants
designated by the Committee based upon the nature of their duties or exposure to
confidential  and  proprietary  information,  as a condition to such grant,  the
Committee  may  require  that the  Participant  enter into an  agreement  not to
compete with the Company  during the terms of the  Participant's  employment and
for a period of time  thereafter,  and the Committee shall have the authority to
suspend,  cancel or  terminate  such  Participant's  Stock Option or require the
Participant  to return,  or (if not  received)  to  forfeit,  to the Company the
economic value of the Stock Options granted that the Participant has realized or
obtained as a result of the  Participant's  exercise by reason of a violation of
such  agreement  not to compete,  as shall be provided in the  respective  Stock
Option agreements.

                                   ARTICLE VI.

                       NON-EMPLOYEE DIRECTOR STOCK OPTIONS

         6.1.  STOCK  OPTIONS.  The terms of this Article VI shall apply only to
Stock Options granted to Non-Employee Directors.

         6.2.  GRANTS.  On the date of the Annual Meeting of Stockholders of the
Company held in 1998, and on the date of the Annual Meeting of  Stockholders  of
the  Company  in each  year  thereafter  while  shares of  Common  Stock  remain
available for the grant of Stock Options hereunder,  each Non-Employee  Director
shall be automatically  granted Stock Options to purchase 2,000 shares of Common
Stock.  A  Non-Employee  Director who is first elected or appointed to the Board
after the Annual Meeting of Stockholders in any year shall upon such election or
appointment  automatically  be granted a pro rata  portion of the Stock  Options
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.

         6.3.  NON-QUALIFIED STOCK OPTIONS. Stock  Options  granted  under  this
Article VI shall be Non-Qualified Stock Options.

         6.4.  TERMS OF OPTIONS.  Stock  Options  granted  under this Article VI
shall be subject to the following terms and conditions and shall be in such form
and contain such additional terms and conditions, not inconsistent with terms of
this Plan, as the Committee shall deem desirable:

         (a) The  exercise  price per share of Common  Stock  subject to a Stock
Option granted pursuant to Section 6.2 shall be equal to 100% of the Fair Market
Value of Common Stock at the time of grant.

         (b) Stock Options  granted  under this Article VI shall be  exercisable
immediately upon grant.

         (c) A  Non-Employee  Director  electing to  exercise  one or more Stock
Options  shall give  written  notice of exercise to the Company  specifying  the
number  of  shares to be  purchased.

                                       9
<PAGE>

Common Stock purchased  pursuant to the exercise of a Stock Option shall be paid
for as provided  in Section  5.3(d).  No shares of Common  Stock shall be issued
until payment therefore, as provided herein, has been made or provided for.

         (d) Except as otherwise  provided herein,  if not previously  exercised
each Stock  Option shall  expire upon the tenth  anniversary  of the date of the
grant thereof.

         (e) Stock Options granted to a Non-Employee Director under this Article
VI shall be subject to Section 4.2.

         6.5. TERMINATION OF DIRECTORSHIP. The following rules apply with regard
to  Stock  Options   granted  under  this  Article  VI  upon  a  Termination  of
Directorship:

         (a)  Except  as  otherwise  provided  herein,  upon  a  Termination  of
Directorship  on  account of death or  Disability,  all then  outstanding  Stock
Options shall remain  exercisable by the Participant  (or, in the case of death,
by the  Participant's  estate or by the person given  authority to exercise such
Stock  Options by his or her will or by  operation  of law) at any time within a
period of one year from the date of such Termination of Directorship,  but in no
event beyond the expiration of the stated term of such Stock Option.

         (b)  Except  as  otherwise  provided  herein,  upon  a  Termination  of
Directorship  on  account  of  retirement,  resignation,  failure  to stand  for
reelection  or failure to be reelected  or otherwise  other than as set forth in
(c) below,  all then outstanding  Stock Options shall remain  exercisable at any
time  within  a  period  of one  year  from  the  date  of such  Termination  of
Directorship,  but in no event beyond the  expiration of the stated term of such
Stock  Option;  provided,  however,  that, if the  Participant  dies within such
exercise period,  any unexercised  Stock Option held by such  Participant  shall
thereafter be  exercisable  by the  Participant's  estate or by the person given
authority to exercise  such Stock  Options by his or her will or by operation of
law,  to the  extent to which it was  exercisable  at the time of  death,  for a
period of one year (or such other period as the  Committee  may specify at grant
or, if no rights of the Participant's  estate are reduced,  thereafter) from the
date of such death,  but in no event beyond the expiration of the stated term of
such Stock Option.

         (c) Upon  removal,  failure  to stand for  reelection  or failure to be
renominated  for any  reason  that would  constitute  grounds  for  removal of a
director for cause under  Delaware  law, or if the Company  obtains or discovers
information  after Termination of Directorship that such Participant had engaged
in  conduct  that  would  have  justified  removal  for cause  during his or her
directorship,   all  outstanding   Stock  Options  of  such  Participant   shall
immediately terminate and shall be null and void.

                                       10
<PAGE>


                                  ARTICLE VII.

                         GRANT OF SHARES OF COMMON STOCK
                            TO NON-EMPLOYEE DIRECTORS


         7.1.  STOCK GRANTS.

         (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 2000,  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 $60,000. The Board of
Directors  shall  also  conduct  an  annual  review of the  compensation  of the
Non-Employee   Director   serving  as  Chairman  of  the  Board  and  the  other
Non-Employee  Directors  and, as a result of such review,  may grant  additional
shares  of  Common  Stock  having  a Fair  Market  Value  on the  date of  grant
determined  by the Board of Directors  but which may not exceed 1.25 times their
current  compensation for the respective annual period.  Any such grant shall be
made by the  Board  of  Directors  based on the  time  and  effort  spent by the
Chairman of the Board and the Non-Employee  Directors in performing their 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.

                                       11
<PAGE>


         7.2. RESTRICTIONS. Shares  of  Common  Stock  granted  hereunder  shall
not be subject to any restrictions under this Plan except as provided in Article
XI.


                                  ARTICLE VIII.

                     NON-TRANSFERABILITY AND TERMINATION OF
                        EMPLOYMENT/CONSULTANCY PROVISIONS

         8.1. NON-TRANSFERABILITY OF STOCK OPTIONS. Except as otherwise provided
in this Section 8.1, no Stock Option  shall be  Transferred  by the  Participant
otherwise  than by will or by the laws of descent  and  distribution.  All Stock
Options shall be exercisable,  during the  Participant's  lifetime,  only by the
Participant. Any attempt to Transfer any Stock Option shall be void, and no such
Stock  Option  shall in any manner be used for the  payment  of,  subject to, or
otherwise encumbered by or hypothecated for the debts,  contracts,  liabilities,
engagements  or torts of any person who shall be entitled to such Stock  Option,
nor shall it be subject  to  attachment  or legal  process  for or against  such
person.  Notwithstanding the foregoing,  the Committee may determine at the time
of grant that a  Non-Qualified  Stock  Option  granted  pursuant to Article V or
Article VI that is otherwise not  transferable  pursuant to this Article VIII is
transferable  in  whole  or  part  and in such  circumstances,  and  under  such
conditions, as specified by the Committee.

         8.2. TERMINATION  OF EMPLOYMENT OR  TERMINATION  OF  CONSULTANCY.   The
following  rules  apply with regard to Stock  Options  upon the  Termination  of
Employment or Termination of  Consultancy  of a  Participant,  unless  otherwise
determined by the Committee at grant or, if no rights of the Participant (or his
estate in the event of death) are reduced, thereafter:

         (a) If a  Participant's  Termination  of Employment or  Termination  of
Consultancy is by reason of his death, any Stock Option held by such Participant
may be exercised, to the extent exercisable at the Participant's  Termination of
Employment or Termination of Consultancy,  by the Participant's estate or by the
person given  authority to exercise  such Stock Options by his or her will or by
operation  of law, at any time within a period of one year from the date of such
death,  but in no event beyond the  expiration  of the stated term of such Stock
Option.

         (b) If a  Participant's  Termination  of Employment or  Termination  of
Consultancy is by reason of his Disability or retirement,  any Stock Option held
by  such  Participant  may  be  exercised,  to  the  extent  exercisable  at the
Participant's  Termination of Employment or Termination of  Consultancy,  by the
Participant,  at any  time  within a  period  of one year  from the date of such
Termination of Employment or Termination of Consultancy,  but in no event beyond
the expiration of the stated term of such Stock Option; provided, however, that,
if the  Participant  dies within such exercise  period,  any  unexercised  Stock
Option  held  by  such  Participant  shall  thereafter  be  exercisable  by  the
Participant's  estate or by the person given  authority  to exercise  such Stock
Options by his or her will or by operation of law, to the extent to which it was
exercisable at the time of death, for a period of one year (or such other period
as the  Committee  may  specify  at grant or, if no rights of the  Participant's
estate are  reduced,  thereafter)  from the date of such death,  but in no event
beyond the expiration of the stated term of such Stock Option.

         (c) If a  Participant's  Termination  of Employment or  Termination  of
Consultancy  is by the  Company  without  cause,  any Stock  Option held by such
Participant may be exercised,  to the

                                       12
<PAGE>

extent  exercisable  at  termination,  by the  Participant  at any time within a
period of 90 days from the date of such termination,  but in no event beyond the
expiration of the stated term of such Stock Option.

         (d) If a  Participant's  Termination  of Employment or  Termination  of
Consultancy is (i) for cause, or (ii) a voluntary termination on the part of the
Participant, any Stock Option held by such Participant shall thereupon terminate
and expire as of the date of  termination,  unless  otherwise  permitted  by the
Committee in its discretion.

                                   ARTICLE IX.

                        TERMINATION OR AMENDMENT OF PLAN

         9.1.  TERMINATION OR AMENDMENT.  Notwithstanding any other provision of
this Plan,  the Board or the Committee  may at any time,  and from time to time,
amend, in whole or in part, any or all of the provisions of this Plan (including
any  amendment  deemed  necessary to ensure that the Company may comply with any
regulatory  requirement referred to in this Article IX), or suspend or terminate
it entirely,  retroactively  or  otherwise;  provided,  that,  unless  otherwise
required by law or  specifically  provided  herein,  the rights of a Participant
with respect to Stock  Options  granted prior to such  amendment,  suspension or
termination,  may not be impaired without the consent of such  Participant;  and
provided  further,  that without the approval of the stockholders of the Company
in accordance with the laws of the State of Delaware,  to the extent required by
the  applicable  provisions  of Rule 16b-3,  Section  162(m) of the Code,  (with
respect to Incentive Stock Options)  Section 422 of the Code or the rules of the
New York Stock Exchange,  no amendment may be made which would: (a) increase the
aggregate  number of shares of Common  Stock that may be issued under this Plan;
(b) increase the maximum  individual  Participant  limitations for a fiscal year
under Section 4.1(b); (c) change the classification of employees and Consultants
eligible to receive  Awards under this Plan;  (d) decrease the minimum  exercise
price of any Stock Option under Section  5.3(a);  (e) extend the maximum  option
term under Section  5.3(b);  or (f) reprice,  regrant or amend so as to effect a
decrease in the exercise  price of any Stock Option after its initial grant date
under Section 3.2.

         The  Committee  may amend the terms of any Award  theretofore  granted,
prospectively  or  retroactively,  but,  subject to  Article IV or as  otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any Participant without the Participant's consent.

                                   ARTICLE X.

                                  UNFUNDED PLAN

         10.1.  UNFUNDED  STATUS OF PLAN. This Plan is intended to constitute an
"unfunded"  plan for  incentive and deferred  compensation.  With respect to any
payments as to which a Participant has a fixed and vested interest but which are
not yet made to a Participant  by the Company,  nothing  contained  herein shall
give any such  Participant  any rights that are greater  than those of a general
creditor of the Company.

                                       13
<PAGE>


                                   ARTICLE XI.

                               GENERAL PROVISIONS

         11.1. LEGEND.  All  certificates  for shares of  Common Stock delivered
under  this Plan  shall be  subject  to such  stock  transfer  orders  and other
restrictions  as the Committee or the Board,  as applicable,  may deem advisable
under the  rules,  regulations  and other  requirements  of the  Securities  and
Exchange  Commission,  any stock  exchange  upon which the Common  Stock is then
listed or any  national  securities  association  system  upon whose  system the
Common Stock is then quoted, any applicable Federal or state securities law, and
any applicable corporate law, and the Committee or the Board, as applicable, may
cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

         11.2. OTHER PLANS.  Nothing  contained in  this Plan shall  prevent the
Board from adopting other or additional  compensation  arrangements,  subject to
stockholder approval if such approval is required;  and such arrangements may be
either generally applicable or applicable only in specific cases.

         11.3. NO  RIGHT TO  EMPLOYMENT/CONSULTANCY/DIRECTORSHIP.  Neither  this
Plan nor the grant of any Stock Options  hereunder shall give any Participant or
other employee or Consultant any right with respect to continuance of employment
or consultancy  by the Company or any Affiliate,  nor shall they be a limitation
in any way on the right of the Company or any  Affiliate by which an employee is
employed or consultant  retained to terminate his employment or consultancy,  as
applicable, at any time. Neither this Plan nor the grant of any Stock Options or
shares of Common Stock  hereunder shall impose any obligations on the Company to
retain  any  Participant  as a  director  nor shall it impose on the part of any
Participant any obligation to remain as a director of the Company.

         11.4. WITHHOLDING OF TAXES.  The Company shall deduct from any  payment
to be made to a Participant,  or shall otherwise require,  prior to the issuance
or delivery of any shares of Common Stock or the payment of any cash  hereunder,
payment by the Participant of any Federal,  state or local taxes required by law
to be withheld; and such withholding is hereby approved by the Committee.

         11.5. GOVERNING  LAW.  This Plan shall  be governed  and  construed  in
accordance  with the laws of the State of Delaware  (regardless  of the law that
might  otherwise  govern under  applicable  Delaware  principles  of conflict of
laws).

         11.6. CONSTRUCTION.  Wherever  any  words are used  in this Plan in the
masculine  gender they shall be  construed  as though they were also used in the
feminine  gender in all cases where they would so apply,  and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural  form in all cases  where  they  would so apply.  To the
extent  applicable,  this Plan shall be limited,  construed and interpreted in a
manner  so as to  comply  with  Section  162(m)  of the Code and the  applicable
requirements of Rule 16b-3;  provided,  however, that noncompliance with Section
162(m) of the Code and Rule 16b-3 shall have no impact on the effectiveness of a
Stock Option under this Plan.

                                       14
<PAGE>


         11.7. OTHER BENEFITS.  No Stock Option under  this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its  subsidiaries  or  affiliates  nor affect any benefits  under any
other benefit plan now or subsequently in effect under which the availability or
amount of benefits is related to the level of compensation.

         11.8. COSTS.  The   Company  shall  bear  all  expenses   included   in
administering  this Plan,  including  expenses of issuing shares of Common Stock
pursuant to this Plan or any Stock Options granted hereunder.

         11.9. NO RIGHT TO SAME  BENEFITS.  The provisions of Stock Options need
not be the same with  respect to each  Participant,  and such  Stock  Options to
individual Participants need not be the same in subsequent years.

         11.10. DEATH/DISABILITY.  The Committee  may in its discretion  require
the  transferee  of a  Participant's  Stock  Option to supply the  Company  with
written  notice of the  Participant's  death or  Disability  and to  supply  the
Company with a copy of the will (in the case of the Participant's death) or such
other evidence as the Committee deems necessary to establish the validity of the
Transfer of a Stock Option.  The Committee may also require that the  transferee
agree in writing to be bound by all of the terms and conditions of this Plan.

         11.11. SEVERABILITY OF PROVISIONS.  If any provision of this Plan shall
be held invalid or unenforceable,  such invalidity or unenforceability shall not
affect  any other  provisions  hereof,  and this  Plan  shall be  construed  and
enforced as if such provisions had not been included.

         11.12. HEADINGS AND  CAPTIONS.  The  headings and captions  herein are
provided for reference and  convenience  only,  shall not be considered  part of
this Plan, and shall not be employed in the construction of this Plan.


                                  ARTICLE XII.

                             EFFECTIVE DATE OF PLAN

         This Plan has been  adopted by the Board  effective as of June 30, 1998
(the  "Effective  Date") and was approved by the  stockholders of the Company on
that date.  This Plan,  as amended and  restated,  has been adopted by the Board
effective as of February 22, 2000,  subject to and conditioned upon the approval
of the Plan,  as amended and  restated  with respect to the  additional  900,000
shares  authorized  under the Plan and the  modifications to Article VII, by the
stockholders of the Company in accordance  with the  requirements of the laws of
the State of Delaware and any applicable exchange requirements.


                                  ARTICLE XIII.

                                  TERM OF PLAN

         No Stock Option shall be granted  pursuant to this Plan on or after the
tenth anniversary of the Effective Date, but Stock Options granted prior to such
tenth anniversary may extend beyond that date.

                                       15
<PAGE>


                                  ARTICLE XIV.

                                  NAME OF PLAN

         This  Plan  shall be known as the C&D  Technologies,  Inc.  1998  Stock
Option Plan.


                                       16