Exhibit 10.2


                             C&D TECHNOLOGIES, INC.

                     MANAGEMENT INCENTIVE BONUS PLAN POLICY
                     --------------------------------------

Effective Date: February 1, 2003

SCOPE

The Chief  Executive  Officer  (CEO) and all officers in  positions  with direct
reporting  responsibility  to the CEO are eligible to participate in the subject
Management Incentive Bonus Plan for Fiscal Year 2004 (the "Plan").

ADMINISTRATIVE AND GUIDELINES
-----------------------------

The Plan will be administered  in accordance  with the following  Administrative
Guidelines:

TARGET  BONUS LEVELS - Each Plan  Participant  will have an  established  Target
Bonus Amount,  which is expressed as a percentage of Plan  Participant's  Annual
Base Salary in effect on April 1st of the Plan Year* (the Company's  fiscal year
covered by the Plan). The actual Target Bonus Amount is 35% for those who report
to the CEO and 55% for the CEO.

ANNUAL OBJECTIVES - Payments to Plan Participants are based on the attainment of
specific  annual   Corporate   Financial   Objective  and  Individual   Personal
Objectives.

ANNUAL  CORPORATE  FINANCIAL AND INDIVIDUAL  OBJECTIVES - The Board of Directors
establishes  overall  Corporate  Financial  Objectives  for  each  fiscal  year.
Typically,  the Annual Corporate Financial  Objectives are measured on a diluted
earnings per share basis and dollar volume of corporate operating cash flow. The
Company  must  achieve  more  than  85% for  each  one of the  Annual  Corporate
Financial  Objectives in order for Plan  Participants  to be credited toward the
attainment of their  personal  objectives.  At the beginning of the fiscal year,
each Plan Participant's total set of annual objectives (Corporate and Individual
Objectives) and weightings are set.

SPECIAL BONUS PAYMENTS - In addition to the bonus payments that are based on the
achievement of Individual and Corporate Financial Objectives, in rare instances,
Plan  Participants  may also receive  Special Bonus  payments in  recognition of
extraordinary events, special contributions or circumstances that could not have
been reasonably anticipated when the performance objectives were established.

MAXIMUM  ANNUAL BONUS AWARDS - With the exception of Special  Bonus Awards,  the
maximum annual bonus payable to Plan  Participants  will be no greater than 200%
of Plan Participants' Target Bonus Amounts.

APPROVAL AUTHORITY - Bonus payment  calculations and recommendations for Special
Bonuses for Plan  participants must be reviewed and approved by the Compensation
Committee of the Board of Directors.

PLAN   INTERPRETATION   -  Final   authority  for  resolving   issues  of  fact,
administrative   procedures  or  Plan  interpretation   rests  solely  with  the
Compensation Committee of the Company's Board of Directors.

PLAN  MODIFICATIONS  - The  Compensation  Committee  of the  Board of  Directors
reserves the right, in its sole  discretion to modify,  suspend or terminate the
Plan at any time.


* If a Plan  Participant  receives a delayed  annual  increase or a  promotional
increase  during the fiscal year, the final year-end Target Bonus Amount will be
based on a prorated blended average annualized salary.