Exhibit 10.12

                             C&D TECHNOLOGIES, INC.

                     Supplemental Executive Retirement Plan

          as of February 27, 2004 (compiled to reflect all amendments)


     WHEREAS,  C&D  TECHNOLOGIES,  INC. has adopted the C&D  TECHNOLOGIES,  INC.
Supplemental  Executive  Retirement Plan, effective as of September 30, 1997, in
order to provide  supplemental  retirement  income to Executives  whose benefits
have been restricted under the Pension Plan and the Savings Plan.

     WHEREAS,  C&D TECHNOLOGIES,  INC.,  intends that the Plan be a nonqualified
supplemental executive retirement plan to provide supplemental retirement income
to certain employees who are considered part of a "select group of management or
highly compensated  employees" within the meaning of Sections 201(2),  301(a)(3)
and 401(a)(1) of ERISA,  whose  benefits  under the Pension Plan and the Savings
Plan have been restricted by federal law.

     WHEREAS, C&D TECHNOLOGIES,  INC. for ease of reference,  desires to compile
all modifications to the Plan as of February 27, 2004.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
the terms of the Plan are as follows:

1. Definitions. For purposes of this Plan, the following definitions apply:

     (a) "Actuarial  Equivalent"  means an amount equal in value on an actuarial
basis,  as determined by an actuary  selected by the  Committee,  based upon the
UP-84  mortality table (unisex) with no setback and an annual interest rate of 7
1/4%.

     (b)  "Affiliate"  means any company or other  entity,  presently  or in the
future  existing,  which is  affiliated  with the Company  within the meaning of
Sections 414(b), (c), (m) and (o) of the Code.

     (c) "Board" means the Board of Directors of the Company.

     (d)  "Cause"  means  (i)  in the  case  where  there  is no  employment  or
consulting agreement between the Company or an Affiliate and Executive, or where
there is an employment  or consulting  agreement,  but such  agreement  does not
define cause (or words of like import),  termination  due to Executive's  fraud,
willful  misconduct,  gross  negligence  with  respect  to  the  Company  or  an
Affiliate,  or  Executive's  conviction  of a felony;  or (ii) in the case where
there is an  employment  or  consulting  agreement  between  the  Company  or an
Affiliate and Executive,  termination that is or would be deemed to be for cause
(or words of like import) as defined under such  agreement.  The Committee shall
have sole discretion to determine  whether Cause exists,  and its  determination
shall be final, binding and conclusive.
<PAGE>

     (e) "Change of Control" means the  occurrence of any of the following:  (i)
any person (as  defined in Section  3(a)(9) of the  Exchange  Act and as used in
Sections 13(d) and 14(d) thereof), excluding the Company, any Subsidiary and any
employee  benefit plan  sponsored or maintained by the Company or any Subsidiary
(including  any  trustee  of any such  plan  acting  in his or her  capacity  as
trustee), but including a "group" as defined in Section 13(d)(3) of the Exchange
Act, becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange
Act) of shares of the Company  having at least thirty percent (30%) of the total
number of votes that may be cast for the  election of  directors of the Company;
(ii) the  shareholders of the Company shall approve any merger or other business
combination of the Company,  sale of all or  substantially  all of the Company's
assets or combination of the foregoing  transactions  (a  "Transaction"),  other
than  a  Transaction  involving  only  the  Company  and  one  or  more  of  its
Subsidiaries,  or a Transaction  immediately following which the shareholders of
the Company immediately prior to the Transaction  continue to have a majority of
the  voting  power in the  resulting  entity  (excluding  for this  purpose  any
shareholder of the Company owning  directly or indirectly  more than ten percent
(10%) of the shares of the other  company  involved in the  Transaction)  and no
person is the  beneficial  owner (as defined in Rule 13(d)-3  under the Exchange
Act) of at least thirty  percent (30%) of the shares of the resulting  entity as
contemplated  by subparagraph  (i) above;  or (iii) within any twenty-four  (24)
month  period  beginning  on or after  the date  hereof,  the  persons  who were
directors of the Company  immediately  before the  beginning of such period (the
"Incumbent  Directors")  shall  cease  (for any  reason  other  than  death)  to
constitute  at least a majority  of the Board or the board of  directors  of any
successor to the Company,  provided that, any director who was not a director as
of the date hereof shall be deemed to be an Incumbent  Director if such director
was elected to the Board by, or on the  recommendation  of or with the  approval
of, at least  two-thirds  (2/3) of the directors who then qualified as Incumbent
Directors  either  actually or by prior  operation of this  subparagraph  (iii),
unless such election,  recommendation or approval was the result of an actual or
threatened  election contest of the type contemplated by Rule 14a-11 promulgated
under  the  Exchange  Act  or  any  successor  provision.   Notwithstanding  the
foregoing,  no Change of Control of the Company shall be deemed to have occurred
for purposes of this Plan by reason of any actions or events in which  Executive
participates  in a capacity other than in his or her capacity as an executive of
the Company.

     (f) "Code" means the Internal Revenue Code of 1986, as amended.

     (g) "Committee" means the Compensation  Committee of the Board to which the
Board has delegated its authority to administer this Plan on its behalf.

     (h) "Company" means C&D TECHNOLOGIES, INC. or any successor thereto.

     (i)  "Disability" or "Disabled"  means disability or disabled as defined in
the Pension Plan.

     (j) "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

     (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
<PAGE>

     (l) "Executive"  means an employee who is considered part of a select group
of  management  or highly  compensated  employees,  including  the President and
including direct reports to the Chief Executive Officer of the Company and other
key employees as from time to time may be  designated  by the Board.  Executives
who are  designated  by the  Board to  participate  in the Plan  are  listed  on
Appendix A. The Board may at any time add  additional  Executives  to Appendix A
and exclude any Executive from future  participation  in this Plan,  except that
any such exclusion shall not reduce any benefit previously accrued hereunder.

     (m) "Maximum Annual Benefit" means an amount calculated by subtracting from
the Retirement Factor: (i) the annual accrued benefit as of the Qualifying Event
(based on a monthly  single life annuity)  payable at normal  retirement age (as
defined in the Pension Plan);  (ii) one-half of the Executive's  Social Security
Benefit as of the Qualifying  Event; and (iii) the dollar amount as set forth in
Appendix A Section I of the Plan. Notwithstanding anything in this Section 1 (m)
to the contrary,  the  calculation  of the Maximum Annual Benefit shall be based
solely  on full and  consecutive  years of  employment  with the  Company  or an
Affiliate  and  shall  cease to accrue  and vest  after an  Executive's  date of
termination  with the  Company or an  Affiliate  under the Savings  Plan.  (This
Section 1(m) is effective as of December 3, 2003.)

     (n)  "Pension  Plan"  means the C&D  TECHNOLOGIES,  INC.  Pension  Plan for
Salaried Employees, as amended from time to time.

     (o)  "Plan"  means  this  C&D  TECHNOLOGIES,  INC.  Supplemental  Executive
Retirement Plan, as amended from time to time.

     (p)  "President"  means Wade H. Roberts,  Jr. upon the  commencement of his
employment with the Company as President of the Company.

     (q)  "Qualifying  Event"  means the first to occur of any of the  following
events  while  Executive  is  employed  by  the  Company  or an  Affiliate:  (i)
retirement on or after attainment of age 65; (ii) early retirement before age 65
and after age 62; and (iii) occurrence of a Change of Control.

     (r)  "Retirement  Factor" means $100,000  indexed  annually by 4% beginning
September 30, 1998 or such other amount and index factor  specified by the Board
in its  sole  discretion  and  listed  on  Appendix  A next  to the  name of the
Executive.  In the event that no amount or index is specified on Appendix A next
to the name of the Executive,  the Retirement  Factor shall be $100,000  indexed
annually by 4% beginning September 30, 1998.  Notwithstanding anything herein to
the contrary, an Executive's  Retirement Factor shall cease to be subject to any
indexing  on  and  after  the  date  that  an  Executive  terminates  his or her
employment with the Company or its Affiliates.

     (s) "Savings Plan" means the C&D TECHNOLOGIES,  INC. Savings Plan, which is
the Code Section 401(k) Plan maintained by the Company,  as amended from time to
time.

     (t) "SERP Benefit" means the vested benefit payable under this Plan.
<PAGE>

     (u)  "Social  Security  Benefit"  means the  amount of  Executive's  social
security  benefit that would be payable upon the  Executive's  attainment of age
65, calculated by the Company's actuary in accordance with reasonable  actuarial
assumptions.

     (v) "Subsidiary" means a subsidiary corporation under Section 424(f) of the
Code.

2. Covenant Not to Compete.

     (a) Except in the case of payment of the SERP Benefit to  Executive  upon a
Change of  Control,  during the  period  for which the SERP  Benefit is paid and
during the period  following  Executive's  termination  of  employment  with the
Company or an Affiliate,  Executive shall not, without having first obtained the
written consent of the Board,  perform consulting or other services for, or have
any position with (whether as director, officer, employee,  consultant, agent or
otherwise) or ownership  interest in any business or organization  which, in the
sole opinion of the Board,  is engaged in any activity  which is in  competition
with the business then being conducted by the Company or any Affiliate. The term
"ownership   interest"   as  used  in  the   preceding   sentence   includes   a
proprietorship,  partnership,  joint venture,  stock or other equity interest of
five percent (5%) or more held of record or beneficially by Executive.

     (b) Except in the case of payment of the SERP Benefit to  Executive  upon a
Change of  Control,  if  Executive  terminates  his or her  employment  with the
Company or an Affiliate  and performs  service for a  competitor,  as defined in
paragraph 2(a) above, he or she shall forfeit all rights,  privileges and claims
hereunder  and to any SERP  Benefit  and all  rights  of  Executive,  his or her
spouse,  his or her  designees  and his or her  estate to any such SERP  Benefit
shall terminate and be forfeited (to the maximum extent permitted by law).

3. Eligibility for and Calculation of SERP Benefit.

     (a)  Payment  Date.   Except  with  respect  to  an  Executive's  death  or
Disability, the Company shall pay the SERP Benefit to Executive beginning on the
first  of the  month  following  the date on which a  Qualifying  Event  occurs.
Notwithstanding the foregoing, in the event that Executive shall have terminated
employment  (other  than due to  death or  Disability)  with the  Company  or an
Affiliate prior to a Qualifying Event but on or after the date Executive becomes
fully vested  under  Section  3(f) of the Plan,  the Company  shall pay the SERP
Benefit to Executive  beginning on the first of the month  following the earlier
of: (i) attainment of age 65; or (ii) occurrence of a Change of Control.  In the
event that Executive becomes Disabled or dies, the SERP Benefit shall be payable
in accordance with Section 5 or 6, respectively.

     (b)  Calculation  of SERP Benefit.  (i) Standard  Calculation.  Except with
respect to a Change of Control and except as specifically  provided in paragraph
3(b)(iii) below with respect to the President, Executive shall not accrue a SERP
Benefit if the Qualifying  Event occurs before Executive has completed seven and
one-half (7.5) full and  consecutive  years of employment with the Company or an
Affiliate.  If the Qualifying  Event occurs on or after seven and one-half (7.5)
full and consecutive  years of employment with the Company or an Affiliate,  the
SERP Benefit for any Executive  (including,  without limitation,  the President)
shall be calculated by  multiplying  (i) the Maximum  Annual Benefit by (ii) the
appropriate percentage from the following schedule:
<PAGE>

<TABLE>
<CAPTION>

                   Years of Employment
                Prior to Qualifying Event                                   Percentage Benefit
<S>                       <C>                                                      <C>

                      less than 7.5                                                 0%

                           7.5                                                     50%

                            8                                                     53.3%

                            9                                                       60%

                           10                                                      66.7%

                           11                                                      73.3%

                           12                                                       80%

                           13                                                      86.7%

                           14                                                      93.3%

                       15 or more                                                  100%
</TABLE>


         Example 1 - For an unmarried Executive who leaves after 15 years:

                       $100,000        (Assumed retirement in 1997)
                       - 35,000         Age 65 Pension Plan Benefit
                       - 15,000         1/2 Age 65 Social Security Benefit
                        - 5,000         Age 65 Savings Plan Benefit Annuity
                       $ 45,000         Maximum Annual Benefit
                          x 100%        Percentage Benefit @ 15 years
                       $ 45,000*        Annual Age 65 SERP Benefit

         Example 2 - For an unmarried Executive who leaves after 10 years:

                       $100,000        (Assumed retirement in 1997)
                       - 35,000         Age 65 Pension Plan Benefit
                       - 15,000         1/2 Age 65 Social Security Benefit
                        - 5,000         Age 65 Savings Plan Benefit Annuity
                       $ 45,000         Maximum Annual Benefit
                           66.7%        Percentage Benefit @ 10 years
                       $ 30,015*        Annual Age 65 SERP Benefit

* To be adjusted  on an  Actuarial  Equivalent  basis for no other than a single
life annuity.


(ii)  Change of  Control  Calculation.  If the  Qualifying  Event is a Change of
Control,  the SERP Benefit for any Executive who has completed at least five (5)
full and consecutive years of employment with the Company or an Affiliate, shall
be calculated by  multiplying  (i) the Maximum Annual Benefit by (ii) a fraction
(not to exceed 1), the  numerator of which is  Executive's  number of his or her
full and  consecutive  years of employment with the Company or an Affiliate that
the Executive would have had if he or she were continuously employed through age
65, and the  denominator of which is 15. If the Qualifying  Event is a Change of
Control, the SERP Benefit for any Executive who has completed less than five (5)
full and consecutive years of employment with the Company or an Affiliate, shall

<PAGE>

be calculated in accordance with the immediately  preceding sentence  multiplied
by fifty percent (50%).

          Example  1 - For an  unmarried  Executive  at age 62 with 10  years of
          employment  with the Company or an Affiliate and the Qualifying  Event
          is a  Change  of  Control  occurring  in 1997  (due to the  Change  of
          Control,  Executive is credited with 3 additional  years of employment
          as if he or she were continuously employed through age 65):

                       $100,000        (Assumed retirement in 1997)
                       - 35,000         Age 65 Pension Plan Benefit
                       - 15,000         1/2 Age 65 Social Security Benefit
                        - 5,000         Age 65 Savings Plan Benefit Annuity
                       $ 45,000         Maximum Annual Benefit
                           86.7%        Percentage Benefit @ 13 years
                       $ 39,015*        Annual Age 65 SERP Benefit
                                       (To Be Converted into a Lump
                                         Sum Payment under Section 7)

* To be adjusted on an Actuarial  Equivalent basis for forms other than a single
life annuity.

(iii) Accelerated Calculation for President.  Except with respect to a Change of
Control,  if, prior to the  President's  completion of seven and one-half  (7.5)
full and consecutive  years of employment with the Company or an Affiliate,  the
President  is  involuntarily  terminated  by the  Company  without  Cause or the
Company does not renew the  President's  employment  agreement,  the President's
SERP Benefit shall be calculated by  multiplying  (i) the Maximum Annual Benefit
by (ii) the appropriate percentage from the following schedule:


<TABLE>

<CAPTION>
                   Years of Employment
                Prior to Qualifying Event                                   Percentage Benefit
<S>                       <C>                                                        <C>


                       less than 4                                                  0%

                            4                                                       25%

                            5                                                     31.25%

                            6                                                     37.50%

                            7                                                     43.75%

                           7.5                                                      50%
</TABLE>
<PAGE>



     (c) Normal Form of SERP  Benefit.  An  Executive  who is not married at the
time of a  Qualifying  Event  shall  receive  the SERP  Benefit in the form of a
single life annuity,  providing for monthly  benefits for the life of Executive,
with payments ceasing upon Executive's death.  Subject to Section 3(d) below, an
Executive  who is married at the time of a  Qualifying  Event shall  receive the
SERP Benefit in the form of a joint and fifty  percent (50%)  survivor  annuity,
which provides for benefits to be paid monthly to Executive for life, and if his
or her spouse at the time of the  Qualifying  Event survives him or her, for the
spouse's  life or until the spouse  remarries,  whichever  comes first,  monthly
payments  in an  amount  equal to fifty  percent  (50%)  of the  monthly  amount
received by Executive while alive.

     (d)  Optional  Form of SERP Benefit for Married  Executives.  Except in the
case of death prior to  commencement  of the SERP  Benefit  which is governed by
Section 6(a) or in the case of a Change of Control  which is governed by Section
7, the Executive shall have the right, in a writing filed with the Committee, to
elect (subject to the written consent of a married  Executive's spouse in a form
specified by the  Committee) to have his or her SERP Benefit paid in the form of
a single life annuity (providing for monthly benefits for the life of Executive,
with payments ceasing upon Executive's death);  provided,  that such election is
made and filed with the Committee at least one (1) year prior to the Executive's
Qualifying  Event.  Such an election  may be revoked by Executive at any time or
from time to time by written  notice  filed with the  Committee at least one (1)
year prior to Executive's Qualifying Event.

     (e) Actuarial Equivalence. The normal form of SERP Benefit for an Executive
who is not  married at the time of a  Qualifying  Event  shall be a single  life
annuity.  The normal form of SERP Benefit for an Executive who is married at the
time of a Qualifying  Event shall be the  Actuarial  Equivalent of a single life
annuity payable in the form of a joint and fifty percent (50%) survivor annuity.

     (f) Vesting of SERP Benefit.  An Executive's  rights under this Plan to any
SERP Benefit shall be fully vested and  non-forfeitable,  except as set forth in
paragraph 2 hereof,  solely upon the earlier of the: (i) completion of seven and
one-half (7.5) years of full and  consecutive  employment with the Company or an
Affiliate;  or (ii)  occurrence  of a Change  of  Control.  Notwithstanding  the
foregoing,  in the event that, prior to the President's  completion of seven and
one-half (7.5) full and  consecutive  years of employment with the Company or an
Affiliate,  the President is  involuntarily  terminated  by the Company  without
Cause or the Company does not renew the President's  employment  agreement,  the
President's   rights   to  any  SERP   Benefit   shall  be  fully   vested   and
non-forfeitable,  except as set forth in  paragraph  2 hereof,  solely  upon the
earlier of the: (i) completion of four years of full and consecutive  employment
with the Company or an  Affiliate;  or (ii)  occurrence  of a Change of Control.
Notwithstanding anything herein to the contrary,  Executive (including,  without
limitation,  the  President)  shall not have any rights to a SERP Benefit in the
event Executive (including,  without limitation, the President) is terminated by
the Company or an Affiliate for Cause.


<PAGE>


4. Reduction for Early Retirement of Executive.

     The SERP  Benefit  of an  Executive  who  retires  from the  Company  or an
Affiliate  before age 65 and after age 62 shall be reduced by seven percent (7%)
per year  prior to age 65 and shall be paid on the first of the month  following
the Qualifying Event.

5. Disability of Executive.

     (a) Disability While Employed. In the event that Executive becomes Disabled
while  employed by the Company or an Affiliate,  he or she shall cease to accrue
benefits under this Plan. Such Executive shall be entitled to retire and receive
a SERP  Benefit  at age 65 under  the  terms of this  Plan if he or she  remains
Disabled  until age 65. If such  Executive  does not remain  Disabled,  any SERP
Benefit to which he or she is eligible to receive  hereunder or his or her right
to participation hereunder shall be determined under the provisions of this Plan
as of the date his or her Disability  ceases.  In the event that Executive is no
longer disabled and he or she becomes  reemployed by the Company or an Affiliate
immediately following such Disability, then Executive: (i) shall begin to accrue
benefits  under this Plan from the date of  reemployment;  and (ii) shall not be
entitled to any accruals  during the period during which Executive was Disabled.
Notwithstanding   anything  herein  to  the  contrary,   Executive's   full  and
consecutive  years of employment  with the Company or an Affiliate  prior to the
Disability  shall  be  added  to  Executive's  full  and  consecutive  years  of
employment with the Company or an Affiliate after the Disability for purposes of
vesting under Section 3(f) of the Plan and for purposes of calculating  the SERP
Benefit under Section 3(b) of the Plan.

     (b) Death While  Disabled.  Death  benefits,  if any,  shall be paid to the
spouse of a Disabled Executive in accordance with Section 6.

6. Death of Executive.

     (a) Prior To Commencement of the SERP Benefit. In the event of the death of
Executive,  his or her  spouse to which he or she must have been  married to for
over one (1) year immediately prior to his or her death,  shall be entitled to a
monthly  single life annuity equal to fifty percent (50%) of the SERP Benefit to
which  Executive  would have  received as a single life annuity if he or she had
retired on his or her date of death,  payable  beginning  the first of the month
following the date he or she would have attained age 65.

     (b) After  Commencement  of the SERP Benefit.  In the event of the death of
Executive after  commencement of the SERP Benefit,  Executive's  spouse shall be
entitled  to a SERP  Benefit  solely to the  extent  provided  under the form of
benefit  payable to  Executive  and  elected  (subject  to spousal  consent,  if
applicable) under Section 3 of the Plan.

     (c) Spousal benefits shall terminate upon remarriage of spouse.

<PAGE>


7. Change of Control.

     Notwithstanding  anything herein to the contrary, a Qualifying Event due to
a Change of Control will result in a SERP Benefit,  payable to Executive (or, in
the case of death,  Executive's  spouse) in an Actuarial  Equivalent single lump
sum as soon as  administratively  feasible  following  the date of the Change of
Control (but in no event later than the first of the month  following the Change
of Control), equal to the SERP Benefit that would have been payable to Executive
at age 65 as accrued as of the  Qualifying  Event,  except  with  respect to the
crediting  of  additional   years  of  employment  (as  if  the  Executive  were
continuously  employed  through  age 65)  for the  purpose  of  calculating  the
Percentage  Benefit  under  Section  3(b)  of the  Plan.  Without  limiting  the
generality of the foregoing,  an Executive or spouse who has commenced receiving
payment of his or her SERP Benefit prior to a Change of Control,  shall receive,
upon a Change of Control, an Actuarial  Equivalent single lump sum payment based
on the remainder of the SERP Benefit that would have  otherwise  been paid under
the Plan had the Change of Control not occurred.

<TABLE>

<CAPTION>
         Example 4  -
<S>       <C>                                          <C>

                           $  39,015        Maximum Annual Benefit
                           x  6.5826        Lump Sum Conversion Factor (Based On age on Change of Control)*
                           ---------
                           $256,820 Change of Control SERP Benefit

     *Conversion factor will vary based on age. Example is based on age 62.
</TABLE>

8. Funding.

     (a) General  Assets.  Nothing  contained  in this Plan and no action  taken
pursuant to the provisions of this Plan shall create or be construed to create a
trust  of  any  kind,  or a  fiduciary  relationship  between  the  Company  and
Executive,  the Executive's  spouse or any other person. All benefits and rights
described  under  this Plan  shall be and remain  unsecured  obligations  of the
Company.  The Company may pre-fund all or any portion of such benefits or rights
and may enter into a trust agreement  solely for such purpose (a "grantor trust"
under the  Code);  provided  that the  assets of any such  trust  fund  shall be
considered  general  assets of the Company and shall be subject to the claims of
the Company's general creditors.  None of the Executive,  the Executive's spouse
or any estate of such  Executive  or spouse  shall have an  interest,  vested or
otherwise,  in any trust fund hereunder or a secured or preferred  position with
respect thereto or shall have any claim thereto other than as a general creditor
of the Company.

     (b)  Change of  Control.  Any trust  hereunder  shall be  revocable  by the
Company until the occurrence of a Change of Control, at which time the trust, if
any, shall become irrevocable.

<PAGE>



9. Construction of Agreement.

     (a) Any powers  reserved by the Board under this Plan may be  exercised  by
the Committee which shall have general responsibility for the administration and
interpretation of the Plan including  selection of participants,  determinations
of years of employment for purposes of this Plan, and  compliance,  if required,
with   reporting  and  disclosure   rules  of  ERISA.   Any   determination   or
interpretation  of the Board or the Committee  with respect to the Plan shall be
final, binding and conclusive on all persons.

     (b) If the Board  shall  find that any person to whom any amount is payable
under this Plan is unable to care for his or her  affairs  because  of  illness,
accident or physical or mental incapacitation,  is a minor, has died, or for any
other reason shall be  incapable  of properly or legally  receiving  benefits to
which he or she is entitled to under this Plan, then any SERP Benefit due him or
her or his or her  spouse  may,  if the Board so  elects,  be paid to his or her
Beneficiary. Any such payment shall be in complete discharge of the liability of
the Company therefor.

     (c) Neither this Plan nor any action taken  hereunder shall be construed as
giving  Executive  the right to be  retained  or  continue  in the employ of the
Company or an  Affiliate  or as evidence of any  agreement  by the Company or an
Affiliate to employ  Executive in any  particular  position or at any particular
rate of  remuneration  or affect  the right of the  Company or an  Affiliate  to
dismiss Executive.

     (d) The  making of this Plan does not  constitute  or create an  employment
agreement  between the Company or an Affiliate and  Executive or give  Executive
any legal or equitable right against the Company or an Affiliate, its agents, or
its successors or assigns, except as expressly provided by this Plan.

     (e) Any SERP Benefit  payable under this Plan shall not be deemed salary or
other  compensation to Executive for the purpose of computing  benefits to which
Executive  may be  entitled  under any pension or  profit-sharing  plan or other
arrangement  of the Company for the benefit of its employees nor shall  anything
contained herein affect any rights or obligations which Executive may have under
any pre-existing agreement with the Company or an Affiliate.

     (f)  Employment,  compensation  paid,  and  insurance or other  disability,
retirement,  or death  benefits or health plans to be taken into  account  under
this Plan shall include  employment,  compensation  paid, and insurance or other
benefits or plans  provided by any  Affiliate or  organization  which  Executive
served at the request of the Company.

10. Assignment and Non-alienation of SERP Benefit.

     (a) This Plan  shall be  binding  upon and inure to the  benefit of (i) the
Company and its  successors,  assigns and any purchaser of either the Company or
its assets; and (ii) Executive, his or her heirs, executors,  administrators and
legal representatives.


<PAGE>




     No amount  payable  at any time  under  this Plan  shall be  subject in any
manner to alienation by anticipation,  sale, transfer,  assignment,  bankruptcy,
pledge,  attachment,  charge  or  encumbrance  of any kind nor in any  manner be
subject  to the  debts or  liabilities  of any  person,  and any  attempt  to so
alienate or subject any such amount,  whether  presently or thereafter  payable,
shall be null and void.  If any person  shall  attempt  to, or shall,  alienate,
sell, transfer,  assign, pledge, attach, charge or otherwise encumber any amount
payable  under this  Plan,  or any part  thereof,  or if by reason of his or her
bankruptcy  or other event  happening at any such time such amount would be made
subject to his or her debts or liabilities or would  otherwise not be enjoyed by
him or her,  then the Board,  if it so elects,  may direct  that such  amount be
withheld  and that the same or any part thereof be paid or applied to or for the
benefit of such  person,  in such  manner and  proportion  as the Board may deem
proper.

11. Administration.

     (a)  Administration  of Plan.  The Board and the Committee  shall have full
power and  responsibility  to administer  this Plan.  The Board may, in its sole
discretion,  appoint a  committee,  an agent or  agents to carry out  designated
administrative functions.

     (b) Legal, Accounting, Clerical and Other Services. The Board may authorize
one or more of its members,  the  Committee or the  management of the Company to
act on its behalf and may  contract  for legal,  accounting,  clerical and other
services to carry out the  purposes of this Plan.  All  expenses of the Board in
this regard shall be paid by the Company.

     (c) Claims  Procedure.  The Committee  shall be responsible for determining
all  claims for  benefits  under this Plan by  Executive  or his or her  spouse.
Within  ninety  (90) days after  receiving  a claim (or within up to one hundred
eighty (180) days, if the claimant is so notified, including notification of the
reason for the delay), the Committee shall provide adequate notice in writing to
any  Executive  or spouse  whose  claim for  benefits  under  this Plan has been
denied,  setting  forth the specific  reasons for such denial.  The Executive or
spouse will be given an opportunity  for a full and fair review by the Committee
of the decision  denying the claim. The Executive or spouse shall be given sixty
(60) days from the date of the notice  denying  any such  claim to request  such
review by  written  notice  to the  Committee.  Within  sixty  (60)  days  after
receiving a request for  review,  the  Committee  shall  notify the  claimant in
writing  of (i) its  decision;  (ii) the  reasons  therefor;  and (iii) the Plan
provisions  upon  which it is based.  The  Committee  may at any time  alter the
claims  procedure  set forth  herein,  so long as the revised  claims  procedure
complies with ERISA, and the regulations issued thereunder.


<PAGE>



     (d)  Limitation  of  Liability.  No officer of the Company or member of the
Committee,  the Board or any of its  authorized  agents  acting  under this Plan
shall be liable for any action  taken or omitted in good faith  hereunder or for
exercise of any power given hereunder or for the actions of other members of the
Board or the Committee with regard to the Plan. As a condition  precedent to the
establishment of this Plan or the receipt of benefits  hereunder,  or both, such
liability,  if any, is expressly  waived and released by  Executive,  his or her
spouse and all persons claiming under or through Executive or his or her spouse.
Such waiver and release shall be conclusively evidenced by the acceptance of any
benefits under this Plan.

     (e) Indemnification.  Each officer of the Company or member of the Board or
the  Committee,  whether or not acting under this Plan,  shall be indemnified by
the Company  against  expenses (other than amounts paid in a settlement to which
the Company does not consent)  reasonably  incurred by him or her in  connection
with any  action to which he or she may be a party by reason of  performance  of
administrative  functions  and duties  under this Plan,  except in  relation  to
matters as to which he or she shall be adjudged in such action to be  personally
guilty of gross  negligence or willful  misconduct in the  performance of his or
her duties. The foregoing right to indemnification  shall be in addition to such
other rights as the officer or member of the Board or the Committee may enjoy as
a matter of law or by reason of insurance  coverage of any kind.  Rights granted
hereunder   shall  be  in  addition  to  and  not  in  lieu  of  any  rights  to
indemnification pursuant to the by-laws of the Company.

12. Amendment and Termination.

     The  Board  has the  right at any  time  and from  time to time to amend or
terminate  (whether  retroactively or otherwise) this Plan for any reason in any
manner which does not reduce any benefit previously accrued hereunder.

13. Miscellaneous.

     (a) Governing Law. Except to the extent preempted by federal law, this Plan
shall be governed by the laws of the  Commonwealth of Pennsylvania  from time to
time in effect without regard to its conflict of law provisions.

     (b) Withholdings.  The Company shall have the right to make such provisions
as it deems  necessary or appropriate to satisfy any  obligations it may have to
withhold  federal,  state or local  income or other taxes  incurred by reason of
this Plan.

     IN WITNESS  WHEREOF,  the Company has caused this Amended and Restated Plan
to be compiled as of this 27th day of February, 2004.



<PAGE>









APPENDIX A


<TABLE>
<CAPTION>

A. Participation Effective beginning October 22, 1998:

<S>               <C>                                               <C>
                                                              Retirement Factor

         Wade H. Roberts, Jr.               $125,000, indexed annually by 4% beginning September 30, 1999 which,
                                            upon election to the position of Chief Executive Officer, shall be
                                            replaced with $150,000, indexed annually by 4% beginning September
                                            30, 1999.
</TABLE>


B. Participation Effective beginning September 30, 1997:

         1. Dr. Leslie Holden
         2. Paul Kambouroglou
         3. Stephen E. Markert, Jr.


D. Participation Effective Beginning November 30, 1999:

         1. Charles R. Giesige

          Notwithstanding  anything herein to the contrary,  only Mr.  Giesige's
          service  with the Company from March 1, 1999 is to be  recognized  for
          purposes of vesting, or calculation of his SERP Benefit. (That is, Mr.
          Giesige's  prior  service  with  Johnson  Controls,  Inc.  will not be
          recognized for purposes of such calculation in any event, nor will Mr.
          Giesige's   Maximum  Annual  Benefits  be  reduced  by  any  qualified
          retirement program benefits sponsored by Johnson Controls, Inc.)

         2. Linda R. Hansen

         3. Bernie Radecki


E. Participation Effective Beginning February 27, 2001.

            John A. Velker


G. Participation Effective Beginning May 22, 2001.

            David A. Fix

                                       2
<PAGE>


H. Participation Effective Beginning February 26, 2002.

            J. D. Johnson


I. Value of Off-Set Under Plan Section 1(m)(iii)

<TABLE>
<CAPTION>

         Participant                                                   Dollar Amount
<S>        <C>                                                               <C>

         Wade H. Roberts, Jr.                                          $17,189.69
         Linda R. Hansen                                                15,134.05
         Stephen E. Markert, Jr.                                        67,054.65
         Paul Kambouroglou                                              51,526.51
         Charles R. Giesige                                             20,020.47
         John A. Velker                                                 13,520.59
         J.D. Johnson                                                   21,197.32
         David A. Fix                                                   14,406.13
</TABLE>

         (Effective as of December 3, 2003)


J. Participation Effective Beginning February 27, 2004.

         1. Kevin D. Burgess

Notwithstanding  anything herein to the contrary,  an Executive's effective date
of participation  shall be effective on the date(s)  specified  above,  provided
that such Executive is actively  employed by the Company or an Affiliate on such
date.