Exhibit 10.11

                               THIRD AMENDMENT TO
                       THE C&D TECHNOLOGIES, INC. PENSION
                           PLAN FOR SALARIED EMPLOYEES

     THIS  THIRD  AMENDMENT  is  made  on  this  19th  of  March  2004,  by  C&D
Technologies,  Inc., a corporation duly organized and existing under the laws of
the State of Pennsylvania (hereinafter called the "Company").

                                  INTRODUCTION

     WHEREAS, the Company maintains the C&D Technologies,  Inc. Pension Plan for
Salaried Employees (the "Salaried Plan").

     WHEREAS,  the Company desires to amend the Plan to comply with the Internal
Revenue  Service's  final  regulations  concerning  special rules under Internal
Revenue Code Section  417(a)(7) for written  explanations  provided by qualified
retirement plans after annuity starting dates.

     WHEREAS,  the Company also desires to amend the Plan to reflect a change in
the minimum distribution rules required by the Internal Revenue Service pursuant
to Revenue Procedure 2002-29 to maintain the tax-qualified status of the Plan.

                                    AMENDMENT

     NOW,  THEREFORE,  effective  January 1, 2004, the Company hereby amends the
Plan as follows:

1.  By  deleting  the  existing  Section  1.11  and  substituting  therefor  the
following:

                    "1.11 Annuity Starting Date

                    The first day of the period  after  delivery  to a Member of
                    the written explanation required by Plan Section 6.3(b), for
                    which an amount is scheduled to commence as an annuity or in
                    any  other  form.  If  pension  payments  in  any  form  are
                    suspended  after the Normal  Retirement  Date in  accordance
                    with Plan  Section  11.6,  the  re-commencement  of  pension
                    payments  shall not be  treated as a new  `Annuity  Starting
                    Date.'"

                                      <PAGE>

2. By deleting Section 4.7 effective  January 1, 2003 and substituting  therefor
the following:

                    "4.7 Code Section 401(a)(9) Provisions

                         (a) General Rules.

                         (1) Effective  Date and  Precedence.  The provisions of
                    this  Section  4.7 will apply for  purposes  of  determining
                    required minimum  distributions for calendar years beginning
                    with the 2003 calendar  year. The provisions of this Section
                    4.7 will take precedence over any inconsistent provisions of
                    the Plan.

                         (2) Requirements of Treasury Regulations  Incorporated.
                    All  distributions  required  under this Section 4.7 will be
                    determined   and  made  in  accordance   with  the  Treasury
                    Regulations promulgated under Code Section 401(a)(9).

                         (3) TEFRA Section 242(b)(2) Elections.  Notwithstanding
                    the  provisions  of this Section 4.7,  distributions  may be
                    made under a  designation  made before  January 1, 1984,  in
                    accordance  with  Section  242(b)(2)  of the Tax  Equity and
                    Fiscal  Responsibility Act (TEFRA) and the provisions of the
                    Plan that relate to Section 242(b)(2) of TEFRA.

                         (b) Time and Manner of Distribution.

                         (1)  Required   Beginning  Date.  The  Member's  entire
                    interest will be distributed, or begin to be distributed, to
                    the Member no later  than the  Member's  Required  Beginning
                    Date.

                         (2) Death of Member Before  Distributions Begin. If the
                    Member dies before  distributions begin, the Member's entire
                    interest will be distributed, or begin to be distributed, no
                    later than as follows:

                         (i)  If  the  Member's  Spouse  is  the  Member's  sole
                    Designated  Beneficiary,  then  distributions  to the Spouse
                    will begin by December 31 of the calendar  year  immediately
                    following  the calendar year in which the Member died, or by
                    December 31 of the  calendar  year in which the Member would
                    have attained age 70 1/2, if later.

                         (ii) If the Member's  Spouse is not the  Member's  sole
                    Designated Beneficiary, then distributions to the Designated
                    Beneficiary  will begin by December 31 of the calendar  year
                    immediately  following the calendar year in which the Member
                    died.




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                         (iii)  If  there  is no  Designated  Beneficiary  as of
                    September 30 of the year  following the year of the Member's
                    death,  the Member's  entire interest will be distributed by
                    December  31 of  the  calendar  year  containing  the  fifth
                    anniversary of the Member's death.

                         (iv)  If  the  Member's  Spouse  is the  Member's  sole
                    Designated  Beneficiary and the Spouse dies after the Member
                    but  before   distributions   to  the  Spouse  begin,   this
                    Subsection  (b)(2),  other than this  Subsection  (b)(2)(i),
                    will apply as if the Spouse were the Member.

          For purposes of this  Subsection  (b)(2) and Subsection (e) of Section
     4.7,   unless   Subsection   (b)(2)(iv)   of  this   Section  4.7  applies,
     distributions  are considered to begin on the Member's  Required  Beginning
     Date. If Subsection  (b)(2) of this Section 4.7 applies,  distributions are
     considered to begin on the date  distributions are required to begin to the
     Spouse under  Subsection  (b)(2)(i)  of this Section 4.7. If  distributions
     under an annuity purchased from an insurance company  irrevocably  commence
     to the  Member  before  the  Member's  Required  Beginning  Date (or to the
     Member's Spouse before the date  distributions are required to begin to the
     Spouse under Section  (b)(2)(i)),  the date distributions are considered to
     begin is the date distributions actually commence.

                         (3) Form of Distribution.  Unless the Member's interest
                    is distributed  in the form of an annuity  purchased from an
                    insurance  company  or in a  single  sum  on or  before  the
                    Required  Beginning  Date,  as  of  the  first  Distribution
                    Calendar Year, distributions will be made in accordance with
                    Subsections  (c),  (d) and (e) of this  Section  4.7. If the
                    Member's  interest is  distributed in the form of an annuity
                    purchased   from   an   insurance   company,   distributions
                    thereunder will be made in accordance with the  requirements
                    of Section  401(a)(9) of the Code and  Treasury  Regulations
                    promulgated  thereunder.  Any part of the Member's  interest
                    which is in the form of an  individual  account as described
                    in Code  Section  414(k)  will be  distributed  in a  manner
                    satisfying the  requirements  of Code Section  401(a)(9) and
                    Treasury  Regulations  promulgated  thereunder that apply to
                    individual accounts.

                    (c) Determination of Amount to be Distributed Each Year.

                         (1)  General  Annuity  Requirements.  If  the  Member's
                    interest is paid in the form of annuity  distributions under
                    the  Plan,  payments  under the  annuity  will  satisfy  the
                    following requirements:

                         (i) the annuity  distributions will be paid in periodic
                    payments made at intervals not longer than one year;


<PAGE>

                         (ii) the  distribution  period  will be over a life (or
                    lives) or over a period  certain  not longer than the period
                    described in Subsection (d) or (e) of this Section 4.7;

                         (iii) once payments  have begun over a period  certain,
                    the period  certain  will not be changed  even if the period
                    certain is shorter than the maximum permitted;

                         (iv) payments will either be  nonincreasing or increase
                    only as follows:

                         (A) by an  annual  percentage  increase  that  does not
                    exceed the annual  percentage  increase in a  cost-of-living
                    index that is based on prices of all items and issued by the
                    Bureau of Labor Statistics;

                         (B) to the extent of the reduction in the amount of the
                    Member's  payments  to provide for a survivor  benefit  upon
                    death, but only if the Beneficiary whose life was being used
                    to determine the distribution period described in Subsection
                    (d) of this  Section  4.7 dies or is no longer the  Member's
                    Beneficiary pursuant to a qualified domestic relations order
                    within the meaning of Code Section 414(p);

                         (C) to provide cash  refunds of employee  contributions
                    upon the Member's death; or

                         (D) to pay  increased  benefits that result from a Plan
                    amendment.

                         (2)  Amount  Required  to be  Distributed  by  Required
                    Beginning  Date.  The amount that must be  distributed on or
                    before the  Member's  Required  Beginning  Date (or,  if the
                    Member   dies   before   distributions   begin,   the   date
                    distributions   are  required  to  begin  under   Subsection
                    (b)(2)(i)  or (ii) of this  Section 4.7) is the payment that
                    is required  for one payment  interval.  The second  payment
                    need not be made until the end of the next payment  interval
                    even if that  payment  interval  ends in the  next  calendar
                    year.  Payment  intervals are the periods for which payments
                    are received (e.g., bimonthly,  monthly,  semi-annually,  or
                    annually).  All of the Member's  benefit  accruals as of the
                    last day of the  first  Distribution  Calendar  Year will be
                    included  in the  calculation  of the amount of the  annuity
                    payments  for  payment  intervals  ending  on or  after  the
                    Member's Required Beginning Date.


<PAGE>

                         (3)  Additional   Accruals  After  First   Distribution
                    Calendar  Year.  Any  additional  benefits  accruing  to the
                    Member in a  calendar  year  after  the  first  Distribution
                    Calendar Year will be  distributed  beginning with the first
                    payment  interval  ending in the calendar  year  immediately
                    following the calendar year in which such amount accrues.

                    (d)  Requirements  for Annuity  Distributions  that Commence
                    During Member's Lifetime.

                         (1) Joint Life Annuities  Where the  Beneficiary Is Not
                    the  Member's  Spouse.  If the  Member's  interest  is being
                    distributed in the form of a joint and survivor  annuity for
                    the joint lives of the Member and a  nonspouse  Beneficiary,
                    annuity  payments  to be  made  on  or  after  the  Member's
                    Required Beginning Date to the Designated  Beneficiary after
                    the  Member's   death  must  not  at  any  time  exceed  the
                    applicable percentage of the annuity payment for such period
                    that would have been  payable to the Member  using the table
                    set   forth  in  Q&A-2  of   Treasury   Regulation   Section
                    1.401(a)(9)-6T. If the form of distribution combines a joint
                    and survivor annuity for the joint lives of the Member and a
                    nonspouse  Beneficiary  and a period  certain  annuity,  the
                    requirement in the preceding  sentence will apply to annuity
                    payments to be made to the Designated  Beneficiary after the
                    expiration of the period certain.

                         (2)  Period  Certain  Annuities.  Unless  the  Member's
                    Spouse is the sole  Designated  Beneficiary  and the form of
                    distribution  is a period  certain and no life annuity,  the
                    period certain for an annuity distribution commencing during
                    the  Member's   lifetime  may  not  exceed  the   applicable
                    distribution   period  for  the  Member  under  the  Uniform
                    Lifetime  Table set  forth in  Treasury  Regulation  Section
                    1.401(a)(9)-9  for  the  calendar  year  that  contains  the
                    annuity starting date. If the annuity starting date precedes
                    the year in which the Member  reaches age 70, the applicable
                    distribution  period  for  the  Member  is the  distribution
                    period for age 70 under the Uniform Lifetime Table set forth
                    in Treasury Regulation Section 1.401(a)(9)-9 plus the excess
                    of 70 over the age of the Member as of the Member's birthday
                    in the year that contains the annuity  starting date. If the
                    Member's Spouse is the Member's sole Designated  Beneficiary
                    and the form of distribution is a period certain and no life
                    annuity, the period certain may not exceed the longer of the
                    Member's applicable distribution period, as determined under
                    this  Section  4(b),  or the  joint  life and last  survivor
                    expectancy  of  the  Member  and  the  Member's   Spouse  as
                    determined under the Joint and Last Survivor Table set forth
                    in  Treasury  Regulation  Section  1.401(a)(9)-9,  using the
                    attained  ages of the Member and the  Member's  Spouse as of
                    the  birthday of the Member and the  Member's  Spouse in the
                    calendar year that contains the annuity starting date.


<PAGE>

                    (e) Requirements for Minimum Distributions Where Member Dies
                    Before Date Distributions Begin

                         (1) Member Survived by Designated  Beneficiary.  If the
                    Member  dies  before  the  date  distribution  of his or her
                    interest begins and there is a Designated  Beneficiary,  the
                    Member's entire  interest will be distributed,  beginning no
                    later than the time  described  in  Subsection  (b)(2)(i) or
                    (ii) of this  Section 4.7,  over the life of the  Designated
                    Beneficiary or over a period certain not exceeding:

                         (i)  unless  the  annuity  starting  date is before the
                    first Distribution Calendar Year, the Life Expectancy of the
                    Designated  Beneficiary  determined using the  Beneficiary's
                    age as of the  Beneficiary's  birthday in the calendar  year
                    immediately  following  the  calendar  year of the  Member's
                    death; or

                         (ii) if the annuity  starting  date is before the first
                    Distribution  Calendar  Year,  the  Life  Expectancy  of the
                    Designated  Beneficiary  determined using the  Beneficiary's
                    age as of the  Beneficiary's  birthday in the calendar  year
                    that contains the annuity starting date.

                         (2)  No  Designated  Beneficiary.  If the  Member  dies
                    before  the  date  distributions   begin  and  there  is  no
                    Designated  Beneficiary  as  of  September  30 of  the  year
                    following the year of the Member's  death,  distribution  of
                    the Member's  entire  interest will be completed by December
                    31 of the calendar year containing the fifth  anniversary of
                    the Member's death.

                         (3) Death of Surviving  Spouse Before  Distributions to
                    Surviving  Spouse Begin.  If the Member dies before the date
                    distribution  of his or her  interest  begins,  the Member's
                    Spouse is the Member's sole Designated Beneficiary,  and the
                    Spouse dies before  distributions to the Spouse begin,  this
                    Subsection  (e) will apply as if the Spouse were the Member,
                    except that the time by which  distributions must begin will
                    be determined without regard to Subsection (b)(2)(i) of this
                    Section 4.7.

                    (f) Definitions.  As used in this Section 4.7, the following
                    words and phrases shall have the meaning set forth below:

                         (1)  Designated  Beneficiary.  The  individual  who  is
                    designated as the Beneficiary under Section 1.14 of the Plan
                    and  is  the  Designated   Beneficiary  under  Code  Section
                    401(a)(9)  and Treasury  Regulation  Section  1.401(a)(9)-1,
                    Q&A-4.


<PAGE>

                         (2)  Distribution  Calendar  Year. A calendar  year for
                    which a minimum distribution is required.  For distributions
                    beginning before the Member's death, the first  Distribution
                    Calendar Year is the calendar year immediately preceding the
                    calendar year which contains the Member's Required Beginning
                    Date. For distributions  beginning after the Member's death,
                    the first Distribution Calendar Year is the calendar year in
                    which  distributions  are  required  to  begin  pursuant  to
                    Subsection (b)(2) of this Section 4.7.

                         (3) Life Expectancy. Life Expectancy as computed by use
                    of the Single  Life Table in  Treasury  Regulations  Section
                    1.401(a)(9)-9.

                         (4) Required  Beginning  Date.  The April 1st following
                    the later of the calendar  year in which the Member  attains
                    70 1/2 or terminates  employment with the Related Companies;
                    provided,  however,  that if the  Member is a "5% owner" (as
                    defined in Code Section 416), the required beginning date is
                    April 1st  following  the calendar  year in which the member
                    attains 70 1/2."

3. By  replacing  the phrase  "Annuity  Starting  Date"  wherever  it appears in
Section 5.2 with the phrase "date benefits actually commence."

4. By  replacing  the phrase  "Annuity  Starting  Date"  wherever  it appears in
Section 6.2 with the phrase "date benefits actually commence."

5. By deleting the existing  last  sentence of Section  6.3(a) and  substituting
therefor the following:

               "Provided  that  the  Member  receives  the  explanation  of  the
               Qualified  Joint  and  Survivor  Pension  prior to such  Member's
               Annuity  Starting  Date,  a Member  may elect to waive the thirty
               (30)  day  minimum  notice  period  by  delivering  to  the  Plan
               Administrator  a form  prescribed by the Plan  Administrator  for
               such purpose, provided, however, that such Member may revoke such
               waiver  within  seven  (7)  days  of  its  receipt  by  the  Plan
               Administrator."

6. By deleting the  existing  first  paragraph  of Section 6.4 and  substituting
therefor the following:

               "In lieu of the Normal Form of Payment or  Alternate  Normal Form
               of Payment,  a Member other than a Vested Member  (except for the
               provisions  of  Plan  Section  6.8)  or a  Member  retiring  on a
               disability  retirement  may elect an  optional  form of  payment,
               subject to the  provisions of Plan Section 6.3. The optional form
               of benefit will be the Actuarial Equivalent of the Normal Form of
               Payment by  application  of the  reduction  factors  described in
               Appendix  A. A Member  may also  change  or  revoke  an  election
               previously  made,  subject to the spousal  consent  provisions of
               Plan  Section  6.3.  A written  application  to elect,  change or
               revoke an  optional  form of payment  must be filed by the Member
               prior to the Member's Annuity Starting Date, or if the conditions
               of  Section  6.13  are met,  the  Member's  `Retroactive  Annuity
               Starting Date.' The optional forms of benefit are:"


<PAGE>

7. By  replacing  the phrase  "Annuity  Starting  Date"  wherever  it appears in
Section 6.5 with the phrase "date benefits actually commence."

8. By deleting the existing Section 6.6 and substituting therefor the following:

          "6.6 Life Annuity with 120 Monthly Payments Guaranteed Option

               (a) Under the Life Annuity with 120 Monthly  Payments  Guaranteed
               Option,  a Member  may  elect to  receive  a  reduced  retirement
               benefit by  application  of the  reduction  factor  described  in
               Appendix A payable for life provided, however, that subsequent to
               the Annuity  Starting Date, or, if applicable,  the  `Retroactive
               Annuity  Starting  Date' as described in Section  6.13,  not less
               than 120 monthly  payments  of such  reduced  retirement  benefit
               payments shall be made to the Member and/or the Beneficiary named
               by  the  Member.  A  Member  may  name  one  or  more  contingent
               Beneficiaries  to receive the  benefits  under this Option in the
               event of the death of the primary Beneficiary.

               (b) In the event of the death of both the Member  and  designated
               Beneficiary,  subsequent  to the Annuity  Starting  Date,  or, if
               applicable,  the `Retroactive Annuity Starting Date' as described
               in Section 6.13, and before all the guaranteed payments have been
               made  to  the  Member  and/or  Beneficiary,  the  commuted  value
               determined in accordance  with Appendix A of the remainder of the
               120 guaranteed payments shall be paid in a lump sum;

               (i) to the designated contingent Beneficiary if living, or

               (ii) if no contingent Beneficiary is designated or living, to the
               estate of the last to survive of the Member or the Beneficiary."

9. By adding the following new Section 6.13:

          "6.13 Retroactive Annuity Starting Date

               Notwithstanding   any  other  provisions  of  the  Plan,  if  the
               requirements  of this Section 6.13 are met, a Member may elect to
               receive his benefit based on his  `Retroactive  Annuity  Starting
               Date' in any form of payment under the Plan with the exception of
               a lump sum under Plan Section 6.8. A Member's Retroactive Annuity
               Starting Date is a date for which benefit payments under the Plan



<PAGE>

               may  commence  that  occurs  on or  before  the date the  written
               explanation  required by Plan  Section  6.3(a) is provided to the
               Member.

               The  future  periodic  payments  made to a Member  who elects the
               Retroactive  Annuity Starting Date must be the same as the future
               periodic payments that would have been paid to the Member had the
               payments actually  commenced on the Retroactive  Annuity Starting
               Date.

               The first  payment to a Member who elects a  Retroactive  Annuity
               Starting  Date shall be equal to such  Member's  monthly  annuity
               payment  plus an amount  equal to each  monthly  annuity  payment
               missed during the period from the  Retroactive  Annuity  Starting
               Date to the date of the actual  payment,  plus interest  based on
               the interest rate used to determine  Actuarial  Equivalent  under
               the  Plan  through  the  actual  date in which  annuity  payments
               actually commence.

               In the  event  that  the  Member's  election  of the  Retroactive
               Annuity  Starting  Date  would  reduce  monthly  payment  of  the
               survivor  annuity  payable  to  the  Member's  Spouse,  then  the
               Member's  election of a  Retroactive  Annuity  Starting Date will
               require  the  Spouse's  written  consent  in the form and  manner
               described  in Section  6.3(b).  For the  purposes of this Section
               6.13,  the person who  constitutes  a  Member's  Spouse  shall be
               determined  on the date the first  payment  is made to the Member
               pursuant to his election of a Retroactive Annuity Starting Date.

               The distribution of the Member's benefits pursuant to the elected
               Retroactive  Annuity  Starting Date must satisfy the requirements
               of Plan Section 5.4 as of such Retroactive Annuity Starting Date.
               In the event  that the  Retroactive  Starting  Date  elected by a
               Member is more than  twelve  months  prior the date  distribution
               actually commences,  then the distribution of benefits elected by
               the Member must also satisfy the requirements of Plan Section 5.4
               as of the date distribution commences.

               The Plan  Administrator  shall  provide  each Member who elects a
               Retroactive  Annuity  Starting Date with the written  explanation
               required  under Plan Section 6.3(a) at least thirty (30) days and
               not earlier  than ninety (90) days prior to the date the Member's
               benefits actually commence.

               The  election  of a  Retroactive  Annuity  Starting  Date and the
               optional form of Pension, if applicable, shall be in writing on a
               form approved by the Plan Administrator and submitted to the Plan
               Administrator,  and shall become  effective on the date  benefits
               actually commence."

10. By deleting  the  existing  Section  7.1(d) and  substituting  therefor  the
following:


<PAGE>

               "(d) Upon receipt of retirement  benefits the Member shall become
               a Retired Member and, in accordance  with Article VI, there shall
               be payable a monthly  Normal Form of retirement  benefit equal to
               such  Member's  Accrued  Benefit,  reduced  by 1/2 of 1% for each
               completed  month by which  the  Annuity  Starting  Date,  or,  if
               applicable,  the `Retroactive Annuity Starting Date' as described
               in Section 6.13, precedes the Member's Normal Retirement Date."


     Except as specifically  amended hereby, the Plan shall remain in full force
and effect as prior to this Third Amendment.

     IN WITNESS WHEREOF, the Company has executed this Third Amendment as of the
day and year first above written.

                                    COMPANY:
                                    C&D TECHNOLOGIES, INC.

                                    By:  /s/ Kevin D. Burgess
                                        ----------------------------------------

                                    Title: VP Human Resouces
                                           -------------------------------------