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                               EXIDE CORPORATION
                           1999 STOCK INCENTIVE PLAN*

1.   PURPOSE OF THE PLAN.

     The purpose of the Exide Corporation 1999 Stock Incentive Plan (the "Plan")
is to promote the interests of Exide Corporation (together with its
subsidiaries, the "Company") and its stockholders by (i) attracting and
retaining employees, officers, directors, consultants and advisors of
outstanding ability, (ii) motivating such persons, by means of performance-
related incentives, to achieve longer-range performance goals, and (iii)
enabling such persons to participate in the long-term growth and financial
success of the Company. The effective date of the Plan is August 11, 1999.

2.   ADMINISTRATION.

     (a) Subject to the following paragraphs, the Plan shall be administered by
the Board of Directors of the Company (the "Board") or by a Compensation
Committee of the Board (the "Compensation Committee"). If the Board delegates to
the Compensation Committee the authority to administer the Plan, the
Compensation Committee shall be empowered to take all actions reserved to the
Board under the Plan. The Board is authorized to interpret the Plan, to
prescribe, amend and rescind rules and regulations to further the purposes of
the Plan, and to make all other determinations necessary for the administration
of the Plan. All such actions by the Board shall be conclusive, final and
binding on all participants.

     (b) Should the Board delegate to the Compensation Committee the authority
to administer the Plan, then such Compensation Committee shall consist solely of
members of the Board who qualify as (i) "Non-Employee Directors" as defined
under Rule 16b-3 under the Exchange Act and (ii) "outside directors" as defined
under Section 162(m) or any successor provision of the Internal Revenue Code of
1986, as amended (the "Code") and applicable Treasury regulations thereunder, if
and to the extent such qualification is necessary so that the grant or the
exercise of awards made under the Plan will qualify for any tax or other
material benefit to participants or the Company under applicable law.

     (c) Notwithstanding the foregoing, the Board may, subject to any
limitations or restrictions the Board may impose from time to time, delegate to
the Chief Executive Officer the authority to administer the Plan, including the
authority to make grants of Options (as hereinafter defined) to employees of the
Company and its subsidiaries who are not subject to the requirements of Section
16 of the Exchange Act and who are not expected to be subject to the limitations
of Section 162(m) of the Code.

* As amended August 11, 1999
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3.   AWARDS.

     Awards under the Plan may be in the form of options which qualify as
"incentive stock options" within the meaning of Section 422 or any successor
provision of the Code ("Incentive Stock Options"), options which do not so
qualify ("Nonqualified Options" and, collectively with Incentive Stock Options,
"Options"), and stock which is subject to certain forfeiture risks and
restrictions on transferability ("Restricted Stock"). Incentive Stock Options
may be granted only to employees of the Company. Each award of an Option shall
be designated in the applicable Option grant certificate as an Incentive Stock
Option or a Nonqualified Option, as appropriate. If, notwithstanding its
designation as an Incentive Stock Option, all or a portion of any Option does
not qualify under the Code as an Incentive Stock Option, the portion which does
not so qualify shall be treated for all purposes hereunder as a Nonqualified
Option.

4.   SHARES SUBJECT TO THE PLAN.

     Subject to adjustment as provided in Section 9, the maximum aggregate
number of shares of common stock, par value $.01 per share ("Common Stock"),
that may be awarded under the Plan is 2,300,000 shares.  Grants of restricted
stock as provided in Section 8 shall be limited to 200,000 shares.  The Common
Stock to be offered under the Plan shall be authorized and unissued Common
Stock, or issued Common Stock which shall have been reacquired by the Company
and held in its treasury. The Common Stock covered by any unexercised portion of
terminated stock options granted under the Plan, or by any award of Restricted
Stock which is forfeited, may again be subject to new awards under the Plan. In
the event the purchase price of an Option is paid in whole or in part through
the delivery of Common Stock, only the net number of shares of Common Stock
issuable in connection with the exercise of the Option shall be counted against
the number of shares remaining available for the grant of awards under the Plan.
No participant shall be granted awards in respect of more than 500,000 shares of
Common Stock in any calendar year (subject to adjustment as provided in Section
9).

5.   PARTICIPANTS.

     The Board shall determine and designate from time to time those employees,
directors, consultants and advisors of the Company or its subsidiaries who shall
be awarded Options or Restricted Stock under the Plan and the number of shares
of Common Stock to be covered by each such Option or Restricted Stock award,
provided that any such consultants or advisors render bona fide services which
are not in connection with the offer or sale of securities in a capital-raising
transaction. In making its determinations, the Board shall take into account the
present and potential contributions of the respective individuals to the success
of the Company, and such other factors as the Board shall deem relevant in
connection with accomplishing the purposes of the Plan. Each award shall be
evidenced by a written Option or Restricted Stock agreement or grant form
("Grant Instrument") as the Board shall approve from time to time.
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6.   FAIR MARKET VALUE.

     For all purposes under the Plan, the term "Fair Market Value" shall mean,
as of any applicable date, (i) if the principal securities market on which the
Common Stock is traded is a national securities exchange or The NASDAQ National
Market ("NNM"), the closing price of the Common Stock on such exchange or NNM,
as the case may be, or if no sale of the Common Stock shall have occurred on
such date, on the next preceding date on which there was a reported sale; (ii)
if the principal securities market on which the Common Stock is traded is not a
national securities exchange, or NNM, the average of the bid and asked prices
reported by the National Quotation Bureau, Inc.; or (iii) if the price of the
Common Stock is not so reported, the Fair Market Value of the Common Stock as
determined in good faith by the Board.

7.   GRANTS OF OPTIONS.

     (a) Exercise Price of Options. Incentive Stock Options shall be granted at
an exercise price of not less than 100% of the Fair Market Value on the date of
grant; provided, however, that Incentive Stock Options granted to a participant
who at the time of such grant owns (within the meaning of Section 424(d) of the
Code) more than ten percent of the voting power of all classes of stock of the
Company (a "10% Holder") shall be granted at an exercise price of not less than
110% of the  Fair Market Value on the date of grant. Nonqualified Options shall
be granted at an exercise price of not less than 100% of the Fair Market value
on the date of grant.

     (b)  Term and Termination of Options.

     (1) The Board shall determine the term within which each Option may be
exercised, in whole or in part, provided that (i) such term shall not exceed ten
years from the date of grant; (ii) the term of an Incentive Stock Option granted
to a 10% Holder shall not exceed five years from the date of grant; and (iii)
the aggregate Fair Market Value (determined on the date of grant) of Common
Stock with respect to which Incentive Stock Options granted to a participant
under the Plan or any other plan of the Company and its subsidiaries become
exercisable for the first time in any calendar year shall not exceed $100,000.

     (2)  Unless otherwise determined by the Board, all rights to exercise
Options shall terminate on the first to occur of (i) the scheduled expiration
date as set forth in the applicable Grant Instrument, (ii) ninety days following
the date of termination of employment or provision of services for any reason
other than the death or permanent disability (as defined in the benefit programs
of Exide Corporation) of the participant, (iii) the scheduled expiration date by
reason of the participant's death or permanent disability, or retirement (iv)
immediately, if employee ceases employment and provides services or support for
any other firm or competitor, as determined by the Board (v) as may be otherwise
provided in the event of a Change of Control as defined in Section 10; provided,
however, that in the event that an employee ceases to be employed by the Company
due to a termination for "cause" (as defined in Section 7(b)(3)), all
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rights to exercise Options held by such employee shall terminate immediately as
of the date such employee ceases to be employed by the Company.

     (3)  As used in this Plan, the term "cause" shall mean a written finding by
the Board that the employee has engaged in conduct that is fraudulent, disloyal,
criminal or injurious to the Company, including, without limitation,
embezzlement, theft, commission of a felony or dishonesty in the course of his
or her employment or service, or the disclosure of trade secrets or confidential
information of the Company to persons not entitled to receive such information.

     (c) Payment for Shares. Full payment for shares purchased upon exercise of
Options granted under the Plan shall be made at the time the award is exercised
in whole or in part. Payment of the purchase price shall be made in cash or in
such other form as the Board may approve, including, without limitation, (i) by
the delivery to the Company by the participant of a promissory note containing
such terms as the Board may determine, (ii) by the delivery to the Company by
the participant of shares of Common Stock that have been held by the participant
for at least six months prior to exercise of the award, valued at the Fair
Market Value of such shares on the date of exercise, or (iii) if the Common
Stock is publicly traded, pursuant to a cashless exercise arrangement with a
broker on such terms as the Board may determine.  No shares of Common Stock
shall be issued to the participant until such payment has been made, and a
participant shall have none of the rights of a stockholder with respect to
Options held by such participant.

     (d) Other Terms and Conditions. The Board shall have the discretion to
determine terms and conditions, consistent with the Plan, that will be
applicable to Options, including, without limitation, performance-based criteria
for acceleration or determination of the date on which certain Options shall
become exercisable. Options granted to the same or different participants, or at
the same or different times, need not contain similar provisions.

     (e) Substitution of Options. Options may be granted under the Plan from
time to time in substitution for stock options of other entities ("Acquired
Companies") in connection with the merger or consolidation of the Acquired
Company with the Company, the acquisition by the Company of all or a portion of
the assets of the Acquired Company, or the acquisition of stock of the Acquired
Company such that the Acquired Company becomes a subsidiary of the Company.

     (f) Delivery of Common Stock.  The Board shall generally deliver shares of
Common Stock immediately upon a valid exercise of a Stock Option under the Plan
or as soon as administratively feasible.  The Board shall also have the
discretion to accept written election, in a form it determines, from a
participant to defer or alter delivery of Common Stock after exercise.  The
Board may impose limitations on such deferral.

     (g) No Repricing.  In no event shall any issued and outstanding Option be
repriced to a lower option exercise price than the original exercise price
(except pursuant to Section 9) at any time during the term of such Option
without the prior affirmative vote of a majority of the shares
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of Common Stock of the Company present at a stockholders meeting in person or by
proxy and entitled to vote.

8.   GRANTS OF RESTRICTED STOCK.

     The Board may issue or transfer shares of Common Stock to employees,
directors, consultants or advisors under a grant of Restricted Stock, upon such
terms as the Board deems applicable, including the provisions set forth below:

     (a) General Requirements. Shares of Common Stock issued or transferred
pursuant to Restricted Stock grants may be issued or transferred for
consideration or for no consideration, and subject to restrictions or no
restrictions, as determined by the Board. The Board may establish conditions
under which restrictions on shares of Restricted Stock shall lapse over a period
of time or according to such other criteria (including performance-based
criteria) as the Board deems appropriate. The period of time during which the
Restricted Stock will remain subject to restrictions will be designated in the
Grant Instrument as the "Restriction Period."

     (b) Number of Shares. The Board shall determine the number of shares of
Common Stock to be issued or transferred pursuant to a Restricted Stock grant
and the restrictions applicable to such shares.

     (c) Requirement of Employment or Service. If the recipient of a Restricted
Stock grant ("Grantee") ceases to be employed by, or to provide service to, the
Company during the Restriction Period, or if other specified conditions are not
met, the Restricted Stock grant shall terminate as to all shares covered by the
grant as to which the restrictions have not lapsed, and those shares of Common
Stock must be immediately returned to the Company in exchange for the purchase
price, if any, paid by the Grantee for such shares. The Board may, however,
provide for complete or partial exceptions to this requirement as it deems
appropriate.

     (d) Restrictions on Transfer and Legend on Stock Certificate. During the
Restriction Period, a Grantee may not sell, assign, transfer, donate, pledge or
otherwise dispose of the shares of Restricted Stock. Each certificate for a
share of Restricted Stock shall contain a legend giving appropriate notice of
the applicable restrictions. The Grantee shall be entitled to have the legend
removed from the stock certificate covering the shares of Restricted Stock
subject to restrictions when all restrictions on such shares have lapsed. The
Board may determine that the Company will not issue certificates for shares of
Restricted Stock until all restrictions on such shares have lapsed, or that the
Company will retain possession of certificates for shares of Restricted Stock
until all restrictions on such shares have lapsed.

     (e) Right to Vote and to Receive Dividends. During the Restriction Period,
the Grantee shall have the right to vote shares of Restricted Stock and to
receive any dividends or other distributions paid on such shares, subject to any
restrictions deemed appropriate by the Board.
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     (f) Lapse of Restrictions. All restrictions imposed on Restricted Stock
shall lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions agreed to, or imposed by the Board. The Board may
determine, as to any or all Restricted Stock grants, that the restrictions shall
lapse without regard to any Restriction Period.  The Board may also agree in its
sole discretion, to extend the restriction period at the request of the
participant.  Such request shall be made in writing and shall be in a form
acceptable to the Board.  The Board may impose any limitations on the extension
of the Restricted Period.

9.   ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

     The number and kind of shares subject to outstanding awards, the exercise
price applicable to Options previously awarded, and the number and kind of
shares available subsequently to be granted under the Plan shall be
appropriately adjusted to reflect any stock dividend, stock split, combination
or exchange of shares or other change in capitalization with a similar
substantive effect upon the Plan or the awards granted under the Plan. The Board
shall have the power and sole discretion to determine the nature and amount of
the adjustment to be made in each case. The adjustment so made shall be final
and binding on all participants.

10.  DEFINITION OF CHANGE OF CONTROL.

For purposes of this Plan, a "Change of Control" shall mean the occurrence of
any of the following events:

     (a)  The acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (other than the Company or an employee benefit plan of the
Company) of beneficial ownership (within the meaning of Rule l3d-3 promulgated
under the Exchange Act) of more than 50% of the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Voting Securities"); or

     (b) The approval by the shareholders of the Company of a reorganization,
merger, consolidation or recapitalization of the Company (a "Business
Combination"), other than a Business Combination in which more than 50% of the
combined voting power of the outstanding voting securities of the surviving or
resulting entity immediately following the Business Combination is held by the
persons who, immediately prior to the Business Combination, were the holders of
the Voting Securities; or

     (c) The approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company, or a sale of all or substantially all
of the assets of the Company; or

     (d) Individuals who, as of the Restated Effective Date, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any individual becoming a director
subsequent to such date whose election or nomination for
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election by the Company's shareholders was approved by a vote of at least a
majority of the directors when comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board.


     Provided, however, that notwithstanding anything else in this Section 10 to
the contrary, no event or transaction described herein shall be deemed to be a
Change in Control under this Plan unless such event or transaction has received
all necessary regulatory or governmental (including local, state, federal and
foreign) approvals required for the lawful consummation of such event or
transaction.

11.  CONSEQUENCES OF A CHANGE OF CONTROL.

     (a) Upon a Change of Control, (i) each outstanding Option shall be assumed
by the Acquiring Corporation (as defined below) or parent thereof or replaced
with a comparable option or right to purchase shares of the capital stock, or
equity equivalent instrument, of the Acquiring Corporation or parent thereof, or
other comparable rights (such assumed and comparable options and rights,
together, the "Replacement Options"), and (ii) each share of Restricted Stock
shall be converted to a comparable restricted grant of capital stock, or equity
equivalent instrument, of the Acquiring Corporation or parent thereof or other
comparable restricted property (such assumed and comparable restricted grants,
together, the "Replacement Restricted Stock"), provided, however, that if the
Acquiring Corporation or parent thereof does not agree to grant Replacement
Options and Replacement Restricted Stock, then all outstanding Options which
have been granted under the Plan and which are not exercisable as of the
effective date of the Change of Control shall automatically accelerate and
become exercisable immediately prior to the effective date of the Change of
Control, and all restrictions and conditions on any Restricted Stock which has
been granted under the Plan shall lapse upon the effective date of the Change of
Control. The term "Acquiring Corporation" means the surviving, continuing,
successor or purchasing corporation, as the case may be. The Board may determine
in its discretion (but shall not be obligated to do so) that, in lieu of the
issuance of Replacement Options, all holders of outstanding Options which are
exercisable immediately prior to a Change of Control (including those that
become exercisable under this Section 11(a) and any that become exercisable
under Section 11(d) will be required to surrender them in exchange for a payment
by the Company, in cash or Common Stock as determined by the Board, of an amount
equal to the amount (if any) by which the then Fair Market Value of Common Stock
subject to unexercised Options exceeds the exercise price of those Options, with
such payment to take place as of the date of the Change of Control or such other
date as the Board may prescribe.

     (b) Any Options that are not assumed or replaced by Replacement Options,
exercised or cashed out prior to or concurrent with a Change of Control will
terminate effective upon the Change of Control or at such other time as the
Board deems appropriate.
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     (c) Notwithstanding anything in the Plan to the contrary, in the event of a
Change of Control, no action described in the Plan shall be taken (including,
without limitation, actions described in subsections (a), (b) and (c) above) if
such actions would make the Change of Control ineligible for "pooling of
interests" accounting treatment or would make the Change of Control ineligible
for desired tax treatment if, in the absence of such actions, the Change of
Control would qualify for such treatment and the Company intends to use such
treatment with respect to such Change of Control.

     (d) Notwithstanding anything in Section 12 to the contrary, the Board may,
in the Grant Instrument, create any provisions for the acceleration or cessation
of vesting of Stock Options or Restricted Stock in the event of a Change-of-
Control for some or all of a specific grant.

12.  TRANSFERABILITY OF OPTIONS.

     Unless otherwise determined by the Board with respect to Nonqualified
Options for one or more participants, Options granted under the Plan shall not
be transferable other than by will or the laws of descent and distribution and
are exercisable during a participant's lifetime only by the participant.

13.  WITHHOLDING.

     The Company shall have the right to deduct any taxes required by law to be
withheld in respect of awards granted under the Plan from amounts paid to a
participant in cash as salary, bonus or other compensation. In the Board's
discretion, a participant may be permitted to elect to have withheld from the
shares otherwise issuable to the participant, or to tender to the Company, a
number of shares of Common Stock the aggregate Fair Market Value of which does
not exceed the minimum applicable withholding rate for federal (including FICA),
state and local tax liabilities. Such election must be in a form and manner
prescribed by the Board.

14.  CONSTRUCTION OF THE PLAN.

     The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely by the Board. Any determination by the Board shall be
final and binding on all participants. The Plan shall be governed in accordance
with the laws of the State of Delaware, without regard to the conflict of law
provisions of such laws.

15.  NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT.

     No person shall have any claim of right to be granted an Option or
Restricted Stock under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any employee any right to be retained in the employ
of the Company or any of its subsidiaries or as giving any consultant, advisor
or director any right to continue to serve in such capacity.
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16.  AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES.

     Income recognized by a participant pursuant to the provisions of the Plan
shall not be included in the determination of benefits under any employee
pension benefit plan (as such term is defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974) or group insurance or other benefit
plans applicable to the participant which are maintained by the Company or any
of its subsidiaries, except as may be provided under the terms of such plans or
determined by resolution of the Board.

17.  NO STRICT CONSTRUCTION.

     No rule of strict construction shall be implied against the Company, the
Board or any other person in the interpretation of any of the terms of the Plan,
any award granted under the Plan or any rule or procedure established by the
Board.

18.  CAPTIONS.

     All Section headings used in the Plan are for convenience only, do not
constitute a part of the Plan, and shall not be deemed to limit, characterize or
affect in any way any provisions of the Plan, and all provisions of the Plan
shall be construed as if no captions have been used in the Plan.

19.  SEVERABILITY.

     Whenever possible, each provision in the Plan and every award at any time
granted under the Plan shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of the Plan or any award at
any time granted under the Plan shall be held to be prohibited by or invalid
under applicable law, then such provision shall be deemed amended to accomplish
the objectives of the provision as originally written to the fullest extent
permitted by law, and all other provisions of the Plan and every other award at
any time granted under the Plan shall remain in full force and effect.

20.  LEGENDS.

     All certificates for Common Stock delivered under the Plan shall be subject
to such transfer and other restrictions as the Board may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange or quotation system upon which the Common Stock
is then listed or quoted and any applicable federal or state securities laws,
and the Board may cause a legend or legends to be put on any such certificates
to make appropriate references to such restrictions.

21.  AMENDMENT.
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     The Board may, by resolution, amend or revise the Plan, except that such
action shall not be effective without stockholder approval if such stockholder
approval is required to maintain the compliance of the Plan and/or awards
granted to directors, executive officers or other persons under any applicable
securities tax or other legal requirement. The Board may not modify any Options
previously granted under the Plan in a manner adverse to the holders thereof
without the consent of such holders, except in accordance with the provisions of
Sections 9, 11 or 22.

22.  MODIFICATION FOR GRANTS OUTSIDE THE U.S.

     The Board may, without amending the Plan, modify grants of Options or
Restricted Stock to participants who are foreign nationals or employed outside
the United States in order to recognize differences in local law or regulations,
tax policies or customs.

23.  EFFECTIVE DATE; TERMINATION OF PLAN.

     The Plan will be effective on August 11, 1999, subject to shareholder
approval. The Plan shall terminate on August 10, 2009, unless it is earlier
terminated by the Board. Termination of the Plan shall not affect awards
previously granted under the Plan.