X0202 4 2008-06-05 0 0000808064 C&D TECHNOLOGIES INC CHP 0001035221 DOWD KEVIN P C/O C&D TECHNOLOGIES, INC. 1400 UNION MEETING ROAD; P.O. BOX 3053 BLUE BELL PA 19422 1 0 0 0 Phantom Stock 2008-06-05 2008-06-05 4 A 0 9616 6.76 A Common Stock 9616 25428 D Each share of phantom stock is the economic equivalent of one share of C&D Technologies, Inc. common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the earlier of the reporting person's termination of service as a director or June 30, 2013. John Hoderny as attorney-in-fact for Kevin P Dowd 2008-06-09