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                                                                    EXHIBIT 10.2

                               EXIDE CORPORATION

                   NON-EMPLOYEE DIRECTORS DEFERRED FEE PLAN


Section 1.  Effective Date.  The effective date of the Plan is January 1, 2001.
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The Plan shall remain in effect until terminated by action of the Board.


Section 2.  Definitions.
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Affiliate shall have the meaning set forth in Rule 12b-2 under Section 12 of the
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Exchange Act.

Board shall mean the Board of Directors of Exide Corporation.
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Code shall mean Internal Revenue Code of 1986, as amended.
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Company shall mean Exide Corporation.
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Compensation Committee shall mean the Compensation Committee of the Board.
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Deemed Retirement Date shall mean the date at which a Participant attains 72
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years of age or such other date designated by the Participant on the date the
Participant first defers compensation under the Plan.

Deferral Amounts shall mean the cash and stock-based compensation deferred by a
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Director under the Plan.

Director shall mean any director who is a nonemployee director as defined in
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Rule 16b-3 under the Exchange Act.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended from
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time to time.

Exide Stock Subaccount shall mean a cash account denominated by Company stock
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equivalents consisting of deemed whole shares of Company common stock (and cash
in respect of any fractional shares).

Fair Market Value shall mean, as of any applicable date: (i) if the principal
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securities market on which the Company's common stock is traded is a national
securities exchange or the NASDAQ National Market ("NNM"), the closing price of
the Company's common stock on such exchange or the 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 Company's common stock is traded is not a
national securities exchange or the NNM, the average of the bid and asked prices
reported by the National Quotation Bureau,
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Inc.; or (iii) if the price of the Company's common stock is not so reported,
the fair market value of the common stock as determined in good faith by the
Board.

Investment Manager shall mean the investment company which manages investments
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made under the Company's Salaried Employees 401(k) Savings Plan, or any other
investment company selected by the Board.

Investment Subaccount shall mean a deemed investment in those funds that are
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available under the Company's Salaried Employees 401(k) Savings Plan, or such
other funds as the Board may determine.

Participant shall mean any eligible Director or former Director with a
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Participant Account balance.

Participant Account shall mean a bookkeeping account maintained by the Company
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for each Participant.  Participant Accounts will consist of an Exide Stock
Subaccount and an Investment Subaccount.  Participant Accounts will be credited
with a Participant's Deferral Amounts, and deemed investment earnings or losses
arising therefrom based on Participant elections pursuant to Sections 4 and 5.

Plan shall mean the Non-Employee Directors Deferred Fee Plan.
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Section 3.  Administration.
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(a)  Subject to the following paragraphs, the Plan shall be administered by the
Board or by 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)  Notwithstanding the foregoing, the Board may, subject to any limitations or
restrictions that the Board may impose from time to time, delegate to the Chief
Executive Officer the authority to administer the Plan.


Section 4.  Elections.
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(a)  To make an election for a voluntary deferral of cash compensation, a
Director must file a written election to defer either 50 percent or 100 percent
of the cash compensation payable to the Director by reason of service on the
Board (including annual director fees and any special or committee fees) during
the year to which the deferral relates. An amount equal to the

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compensation deferred will be credited to the Participant's Investment
Subaccount as of the date such compensation would otherwise have been payable.

(b)  To make an election for a voluntary deferral of stock-based compensation, a
Director must file a written election to defer 100 percent of the stock
compensation that is payable to the Director by reason of his service on the
Board during the year to which the deferral relates. An amount equal to the
compensation so deferred will be credited to the Participant's Exide Stock
Subaccount as of the date such compensation is otherwise payable.

(c)  An election to participate in the Plan must be received by the Company
prior to January 1 of the calendar year during which the services which will
give rise to the deferral will be rendered. Elections made under the Plan shall
be irrevocable upon the commencement of the year in respect of which the
deferral relates. Notwithstanding the foregoing, a Director may elect to become
a Participant in the Plan for the calendar year in which he first becomes
eligible by filing a written election to participate within 30 days of becoming
eligible. The election will be effective on a prospective basis and only as to
remuneration not yet earned. Each election to defer compensation shall indicate
the form of distribution (described below in Section 6) elected by the
Participant with respect to such deferral.

(d)  An election shall remain in effect for subsequent years unless amended or
terminated in writing prior to January 1 of any subsequent year. An election may
be revoked or withdrawn at any time with respect to remuneration not yet earned
if such revocation or withdrawal is received by the Company prior to the
commencement of the year to which the deferral relates.


Section 5.  Deemed Investment Provisions.  The Company will establish a
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Participant Account for each Participant.  Each Participant Account will have an
Exide Stock Subaccount and/or an Investment Subaccount.  All deferred stock-
based compensation shall be credited to the Exide Stock Subaccount.  A
Participant must allocate his cash Deferral Amounts, in increments of 25%, to
one or both of the Subaccounts.

(a)  Deferral Amounts Allocated to Exide Stock Subaccount.  The Exide Stock
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Subaccount shall be denominated in Company stock equivalents consisting of
deemed whole shares of Company common stock (and cash in respect of fractional
shares as described in (3) below).

     1)  A Participant's Exide Stock Subaccount shall be deemed invested in
     whole shares of Company common stock.  The number of Company stock
     equivalents in a Participant's Exide Stock Subaccount shall be determined
     by dividing the unallocated Deferral Amounts credited to a Participant's
     Exide Stock Subaccount on the last business day of each calendar quarter by
     the Fair Market Value of a share of the Company's common stock as of that
     date.

     2)  The Exide Stock Subaccount shall also be credited with a bookkeeping
     entry indicating the number of additional whole shares which could be
     purchased at Fair Market Value with any dividends payable on the deemed
     shares held in the Exide Stock

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     Subaccount on the day such dividends are payable to shareholders of Company
     common stock.

     3)  Any amounts that are insufficient to permit the crediting of a whole
     share of Company common stock shall be carried as a cash balance
     bookkeeping entry in such Exide Stock Subaccount.  On any date on which new
     funds are credited to a Participant's Exide Stock Subaccount (either due to
     an additional deferral or the crediting of deemed dividends), the cash
     amount will be added to any such other funds, and the maximum number of
     whole shares that could be purchased at Fair Market Value will be deemed
     invested.  The remaining amount, if any, will be held as cash.  No interest
     shall be credited on any cash held in an Exide Stock Subaccount.

     4)  The Exide Stock Subaccount shall be equitably adjusted by the Board to
     reflect any stock split, stock dividend, recapitalization, merger,
     consolidation, reorganization, or other similar change in the Company's
     common stock. The adjustment so made shall be final and binding on all
     Participants.

(b)  Deferral Amounts Allocated to Investment Subaccount.  The Investment
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Subaccount shall be credited with the deemed investments selected by the
Participant from the investment options under the Company's Salaried Employees
401(k) Savings Plan (or such other investment options as the Board may
determine).

     1)  At the time of the election to participate in the Plan, a Participant
     may elect in writing to have any Deferral Amounts allocated to his
     Investment Subaccount invested, in increments of 5%, in one or more of the
     investment funds that are provided under the Company's Salaried Employees
     401(k) Savings Plan (or such other funds as the Board may designate).  Such
     elections must total one hundred percent (100%) of the  Deferral Amounts
     allocated by the Participant to the Investment Subaccount.  If any fund
     offered under the Company's Salaried Employees 401(k) Savings Plan ceases
     to be an investment option under such plan, the Investment Manager shall
     have the authority to credit any allocation to such fund (along with deemed
     earnings, gains, losses, expenses or charges thereto) to any of the other
     funds offered as investment options under the Company's Salaried Employees
     401(k) Savings Plan.

     2)  A Participant's Investment Subaccount shall be deemed invested in
     accordance with the Participant's election.  The Participant's account
     shall be credited with deemed earnings, gains, losses, expenses and changes
     in the fair market value of such Participant's account as if the Company
     had followed such investment designations.

     3)  Each Participant may elect that his future Investment Subaccount
     deferrals shall be deemed invested in a proportion different from that
     previously elected.  Such new election shall be prospective only and shall
     be made in accordance with paragraph (b)(1).  Any changes in such deemed
     investments must be in accordance with rules, if any, as are established by
     the Board, the Company or the Investment Manager.

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     4)  Consistent with this Section 5, each Participant may elect in writing,
     that a whole percentage (not less than 5%) or specific dollar amount of his
     deemed investment in any fund available under the Investment Subaccount may
     be transferred to any other fund available thereunder.  Such election will
     be prospective only and will be permitted in accordance with rules, if any,
     as shall be established by the Board, the Company or the Investment
     Manager.


Section 6.  Transfers.  No election may be made to have amounts previously
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credited to a Participant's Investment Subaccount transferred to his Exide Stock
Subaccount.  Amounts previously credited to a Participant's Exide Stock
Subaccount may not be transferred to his Investment Subaccount, except after a
date which is one year prior to the Deemed Retirement Date.


Section 7.  Election of Distribution Form.
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(a)  Election in Filed Agreement.  Distribution of a Participant's Account shall
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     be made in a lump sum or in up to ten annual installments, as elected by
     the Participant at the time he files a written agreement pursuant to
     Section 4(a) hereof.

(b)  Election to Change Method of Distribution.  A Participant may, by written
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     request filed with the Compensation Committee at least twelve (12) months
     prior to the distribution or commencement of distribution of his Account,
     change the method of distribution elected to any other method permitted
     under the Plan, provided that such request shall not be effective unless
     and until approved by the Board.  After a Participant's death, a
     Participant's beneficiary may, prior to the distribution or commencement of
     distribution of the Participant's Account, petition the Committee
     requesting an acceleration of benefit payments otherwise due to be paid to
     the beneficiary.  The Committee may, but is not required to, grant the
     beneficiary's request.

(c)  Small Account Balances.  Notwithstanding any payment method elected by a
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     Participant or beneficiary, the Company may, in its sole discretion, elect
     to pay in a lump sum any Participant Account whose balance is less than
     $5,000.



Section 8.  Payment of Deferred Compensation.
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(a)  Retirement at Deemed Retirement Date.
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     A Participant who retires at his Deemed Retirement Date will receive the
     entire value of his Participant Account in the manner he so elected
     (subject to Section 6(c)). A lump sum payment shall be made on January 15
     of the year following the year in which the Deemed Retirement Date
     occurred. Annual cash installment payments shall commence

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     on January 15 of the year following the year in which the Deemed Retirement
     Date occurred, and shall be paid annually thereafter.

(b)  Termination at Other than Deemed Retirement Date
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     A Participant who terminates service as a Director on a date other than the
     Deemed Retirement Date will receive the entire value of his Participant
     Account in cash on the 15th day of the 13th month following the date of
     termination.

(c)  Further Deferral
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     Notwithstanding (a) and (b) of this section, a Participant may elect to
     further defer receipt of all or a portion of his Participant Account for a
     period not to exceed ten years from the earlier to occur of the Deemed
     Retirement Date or, if applicable, the date of the termination of the
     Participant's service as a director.  In order to defer a payment under the
     Plan, a Participant must file a written election at least one year in
     advance of the date that such payment would otherwise have been made.  A
     Participant shall elect to receive the amount so deferred in a single cash
     payment or in annual cash installments over a period not to exceed ten
     years.  Any further elections to defer the receipt of benefits under the
     Plan must also be filed at least one year prior to the scheduled date of
     the distribution or commencement of distribution, as the case may be.
     Acceleration of any benefits deferred pursuant to this paragraph can only
     be made by filing a request for payment at least one year in advance of the
     requested accelerated payment date.

(d)  Unscheduled Early Withdrawals
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     Absent adequate prior notice (in accordance with paragraph (c) above) or
     demonstrated financial hardship (as described in paragraph (e) below), a
     request for a payment of all or a portion of the value of a Participant
     Account may be made by a Participant subject to a 10% penalty of the amount
     of the requested payment, which penalty shall be deducted from the payment
     and forfeited.  The requested payment, less such penalty, shall be paid in
     cash in a single lump sum as soon as practicable after the requested
     payment date.

(e)  Hardship Withdrawals
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     Notwithstanding any other provisions of this Plan to the contrary, the
     Board in its sole and absolute discretion may at any time authorize payment
     of part or all of a Participant's Participant Account to a Participant or
     his beneficiary prior to the time such deferred compensation would
     otherwise be payable pursuant to the provisions of the Plan, in such manner
     as shall be determined by the Board, where the Board determines that the
     Participant or his beneficiary has proved a demonstrated financial
     hardship.  The determination of the Board shall be final, conclusive and
     binding upon all persons affected thereby.

(f)  Calculation of Installment Payments
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     The amount of any installment payment shall be determined by multiplying
     the amount credited to the Participant Account immediately prior to the
     distribution by a fraction, the numerator of which is one and the
     denominator of which is the number of installments (including the current
     installment) remaining to be paid.

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Section 9.  Designation of Beneficiary.
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(a)  A Participant may designate a beneficiary by giving written notice to the
     Company.  If no beneficiary is designated, the beneficiary will be the
     Participant's estate. If more than one beneficiary statement has been
     filed, the beneficiary or beneficiaries designated in the statement bearing
     the most recent date will be deemed the valid beneficiary.

(b)  If a Participant dies before he has received all of the benefits to which
     he is entitled to under the Plan, the value of his Participant Account
     shall be paid to the estate or designated beneficiary in a lump sum cash
     payment as soon as practicable after the first January 15 or July 15
     following such date of death, unless the beneficiary elects to continue
     without change the schedule for payment of benefits, in which case the
     beneficiary shall have the investment choices provided under Section 5(b)
     at the time of the deferral (if such choices are still offered as
     investment choices).

(c)  If a distribution is to be made to a beneficiary and the beneficiary dies
     before the distribution is made, the amount of the distribution will be
     paid to the estate of the beneficiary in a lump sum cash payment.


Section 10.  Participant's Rights Unsecured.  The right of any Participant to
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receive benefits under the provisions of the Plan shall be contractual in nature
only; however, the amounts of such benefits may be held in a trust, the assets
of which shall be subject to the claims of the Company's general creditors only
in the event of bankruptcy or insolvency.  Any amounts paid to a Participant or
beneficiary shall reduce the amount of benefits owed by the Company to such
Participant or beneficiary.


Section 11.  Form of Payment.  Notwithstanding any other provisions in the Plan
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to the contrary, the Company shall have the discretion to make any payments
under the Plan in the form of cash or shares of Company common stock.


Section 12.  Assignability.  No benefits under the Plan shall in any manner be
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subject to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Participant or a
beneficiary.


Section 13.  Participation in Other Plans.  Nothing in this Plan will affect any
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right which a Participant may otherwise have to participate in any retirement
plan or agreement which the Company may have now or hereafter.

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Section 14.  Singular, Plural, Gender.  Whenever used herein, except where the
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context clearly indicates to the contrary, nouns in the singular shall include
the plural, and the masculine pronoun shall include the feminine gender.


Section 15.  No Stockholder Rights.  A Participant shall have no rights as a
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stockholder under the Plan in respect of any amounts credited to his or her
Participant Account.


Section 16.  Change of Control.  Upon a Change of Control (as defined in the
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Company's 2000 Broad-Based Stock Incentive Plan), payment of all of the value of
any and all amounts accrued  to the Participant hereunder shall be made to a
Participant or his beneficiary immediately.  For purposes of calculating such
payment, a Participant's Investment Subaccount and/or Stock Subaccount shall be
valued as of the date of the Change of Control.


Section 17.  Amendment.  This Plan may at any time or from time to time be
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amended, modified or terminated by the Board.  No amendment, modification or
termination shall, without the consent of a Participant, adversely affect such
Participant's accruals in his Participant Account.


Section 18.  Governing Law.  The Plan shall be governed in accordance with the
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laws of the state of Delaware, without regard to the conflict of law provisions
of such laws.

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     IN WITNESS WHEREOF, the Company has caused this 2000 Non-Employee Directors
Deferred Fee Plan to be duly adopted and executed by its duly authorized
officers and its corporate seal affixed hereto on the 25th day of October, 2000.


                                        Exide Corporation



                                        By: _______________________
                                        John R. Van Zile
                                        Executive Vice President,
                                        General Counsel and Secretary

Attest:


By: ____________________
  Molly M. Israel
  Assistant General Counsel and
  Assistant Secretary

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