EX-24

POWER OF ATTORNEY

January 13, 2012

Each of the undersigned, a Director and/or Executive Officer of C&D Technologies, Inc., a Delaware corporation (the “Company”), hereby authorizes David J. Anderson, the Vice President, General Counsel and Corporate Secretary of the Company, as its attorney-in-fact, to sign on his behalf in his capacity as a Director and/or Executive Offer (and not in such person’s personal individual capacity for personal financial or estate planning), the Statement of Changes in Beneficial Ownership on Form 4 and any other filings pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (and any amendments thereto), required to be filed on behalf of the undersigned in respect of any securities of the Company held by the undersigned, and to file the same, with any exhibits thereto, with the Securities and Exchange Commission.

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IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the date first set forth above.

Signature	Title
/s/ Jeffrey A. Graves	Director and Executive Officer
Jeffrey A. Graves
/s/ Ian J. Harvie	Executive Officer
Ian J. Harvie
/s/ David L. Treadwell	Director
David L. Treadwell
/s/ Todd W. Arden	Director
Todd W. Arden
/s/ Kevin P. Dowd	Director
Kevin P. Dowd
/s/ James J. Gaffney	Director
James J. Gaffney
/s/ Michael Gallagher	Director
Michael Gallagher
/s/ Andrew P. Hines	Director
Andrew P. Hines

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EX-99.1

Explanation of Responses:

(1) Pursuant to the Agreement and Plan of Merger, dated as of October 3, 2011, by and among C&D Technologies, Inc., a Delaware corporation (“C&D”), Angel Holdings LLC, a Delaware limited liability company (“Acquiror”), and Angel Acquisition Corp., a Delaware corporation (“Merger Sub”), effective on January 13, 2012, Merger Sub was merged with and into C&D, with C&D continuing as the surviving corporation (the “Merger”).  In connection with the Merger:

· each share of common stock of C&D that was issued and outstanding immediately prior to the effective time of the Merger (the “Shares”) (except for Shares (i) held by stockholders who were entitled to demand and properly demanded appraisal for such Shares under Section 262 of the General Corporation Law of the State of Delaware and (ii) owned by C&D as treasury stock or by Acquiror, Merger Sub, the various Angelo Gordon entities or any wholly owned subsidiary of C&D) were canceled and converted automatically into the right to receive $9.75 in cash, without interest and less any required withholding taxes;

· each option to purchase shares of common stock of C&D under C&D’s equity or incentive plans outstanding immediately prior to the effective time of the Merger (the “Options”), whether or not then vested, was canceled and converted automatically into the right to receive an amount in cash equal to the product of (x) the number of shares of common stock of C&D subject to such Option and (y) the excess, if any, of $9.75 over the exercise price per share of such Option; and

· each stock appreciation right granted by C&D outstanding immediately prior to the effective time of the Merger (the “SARs”), whether or not then vested, was canceled and converted automatically into the right to receive an amount in cash equal to the product of (x) the number of Shares subject to such SAR and (y) the excess, if any, of $9.75 over the exercise price per share of such SAR.

(2) As a result of the Merger, Mr. Gallagher received the right to receive, in cash, $1.54 per share of common stock of C&D subject to each of these Options which were held by Mr. Gallagher immediately prior to the effective time of the Merger (which $1.54 amount represents the excess of the merger consideration of $9.75 per share over the exercise price per share of such Option). All of these options were concurrently canceled.