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                                                                    EXHIBIT 10.3

                               EXIDE TECHNOLOGIES

                            2004 STOCK INCENTIVE PLAN

1. ESTABLISHMENT, PURPOSE, AND TYPES OF AWARDS

      Exide Technologies (the "Company") hereby establishes an incentive
compensation plan to be known as the "Exide Technologies 2004 Stock Incentive
Plan" (hereinafter referred to as the "Plan"), in order to provide incentives
and awards to select key management employees and directors of the Company and
its Affiliates, as well as certain consultants.

      The Plan permits the granting of the following types of awards ("Awards"),
according to the Sections of the Plan listed here:

            Section 6           Options
            Section 7           Restricted Shares
            Section 8           Performance Awards

      The Plan is not intended to affect and shall not affect any stock options,
equity-based compensation, or other benefits that the Company or its Affiliates
may have provided, or may separately provide in the future pursuant to any
agreement, plan, or program that is independent of this Plan.

2. DEFINED TERMS

      Terms in the Plan that begin with an initial capital letter have the
defined meaning set forth in APPENDIX A, unless defined elsewhere in this Plan
or the context of their use clearly indicates a different meaning.

3. SHARES SUBJECT TO THE PLAN

      Subject to the provisions of Section 13 of the Plan, the maximum number of
Shares that the Company may issue is 3,125,000 Shares for all Awards; but shall
not issue more than 850,000 Shares pursuant to Awards in the form of Restricted
Shares, and Performance Awards. For all Awards, the Shares issued pursuant to
the Plan may be authorized but unissued Shares, or Shares that the Company has
reacquired or otherwise holds in treasury.

      Shares that are subject to an Award that for any reason expires, is
forfeited, is cancelled, or becomes unexercisable, and Shares that are for any
other reason not paid or delivered under the Plan shall again, except to the
extent prohibited by Applicable Law, be available for subsequent Awards under
the Plan. In addition, the Committee may make future Awards with respect to
Shares that the Company retains from otherwise delivering pursuant to an Award
either (i) as payment of the exercise price of an Award, or (ii) in order to
satisfy the withholding or employment taxes due upon the grant, exercise,
vesting, or distribution of an Award. Notwithstanding the foregoing, but subject
to adjustments pursuant to Section 11 below, the number of Shares that are
available for ISO Awards shall be determined, to the extent required under
applicable tax laws, by reducing the number of Shares designated in the
preceding paragraph by the number of Shares granted pursuant

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to Awards (whether or not Shares are issued pursuant to such Awards); provided
that any Shares that are either purchased under the Plan and forfeited back to
the Plan, or surrendered in payment of the Exercise Price for an Award shall be
available for issuance pursuant to ISO Awards.

4. ADMINISTRATION

      (a) General. The Committee shall administer the Plan in accordance with
its terms, provided that the Board may act in lieu of the Committee on any
matter. The Committee shall hold meetings at such times and places as it may
determine and shall make such rules and regulations for the conduct of its
business as it deems advisable. In the absence of a duly appointed Committee or
if the Board otherwise chooses to act in lieu of a Committee, the Board shall
function as the Committee for all purposes of the Plan.

      (b) Committee Composition. The Board shall appoint the members of the
Committee. The Board or Committee may (i) delegate to a committee of one or more
members of the Board who are not "outside directors" within the meaning of
Section 162(m) of the Code the authority to grant awards to Eligible Persons who
are either (A) not then "covered employees" within the meaning of Section 162(m)
of the Code ("Covered Employees") and are not expected to be Covered Employees
at the time of recognition of income resulting from such Award or (B) not
persons with respect to whom the Company wishes to comply with Section 162(m) of
the Code or (ii) delegate to a committee of one or more members of the Board who
are not "non-employee directors" within the meaning of Rule 16b-3 the authority
to grant Awards to Eligible Persons who are not subject to Section 16 of the
Exchange Act. The Board may at any time appoint additional members to the
Committee, remove and replace members of the Committee with or without Cause,
and fill vacancies on the Committee however caused.

      (c) Powers of the Committee. Subject to the provisions of the Plan, the
Committee shall have the authority, in its sole discretion:

            (i) to determine Eligible Persons to whom Awards shall be granted
      from time to time and the number of Shares or units to be covered by each
      Award;

            (ii) to determine, from time to time, the Fair Market Value of
      Shares;

            (iii) to determine, and to set forth in Award Agreements, the terms
      and conditions of all Awards, including any applicable exercise or
      purchase price, the installments and conditions under which an Award shall
      become vested (which may be based on performance), terminated, expired,
      cancelled, or replaced, and the circumstances for vesting acceleration or
      waiver of forfeiture restrictions, and other restrictions and limitations;

            (iv) to approve the forms of Award Agreements and all other
      documents, notices and certificates in connection therewith which need not
      be identical either as to type of Award or among Participants;

            (v) to construe and interpret the terms of the Plan and any Award
      Agreement, to determine the meaning of their terms, and to prescribe,
      amend, and rescind rules and procedures relating to the Plan and its
      administration; and

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            (vi) in order to fulfill the purposes of the Plan and without
      amending the Plan, modify, cancel, or waive the Company's rights with
      respect to any Awards, to adjust or to modify Award Agreements for changes
      in Applicable Law, and to recognize differences in foreign law, tax
      policies, or customs; and

            (vii) to make all other interpretations and to take all other
      actions that the Committee may consider necessary or advisable to
      administer the Plan or to effectuate its purposes.

      Subject to Applicable Law and the restrictions set forth in the Plan, the
Committee may delegate administrative functions to individuals who are Reporting
Persons, officers, or Employees of the Company or its Affiliates.

      (d) Deference to Committee Determinations. The Committee shall have the
discretion to interpret or construe ambiguous, unclear, or implied (but omitted)
terms in any fashion it deems to be appropriate in its sole discretion, and to
make any findings of fact needed in the administration of the Plan or Award
Agreements. The Committee's prior exercise of its discretionary authority shall
not obligate it to exercise its authority in a like fashion thereafter. The
Committee's interpretation and construction of any provision of the Plan, or of
any Award or Award Agreement, shall be final, binding, and conclusive. The
validity of any such interpretation, construction, decision or finding of fact
shall not be given de novo review if challenged in court, by arbitration, or in
any other forum, and shall be upheld unless clearly arbitrary or capricious.

      (e) No Liability; Indemnification. Neither the Board nor any Committee
member, nor any Person acting at the direction of the Board or the Committee,
shall be liable for any act, omission, interpretation, construction or
determination made in good faith with respect to the Plan, any Award or any
Award Agreement. The Company and its Affiliates shall pay or reimburse any
member of the Committee, as well as any Director, Employee, or Consultant who
takes action in connection with the Plan, for all expenses incurred with respect
to the Plan, and to the full extent allowable under Applicable Law shall
indemnify each and every one of them for any claims, liabilities, and costs
(including reasonable attorney's fees) arising out of their good faith
performance of duties under the Plan. The Company and its Affiliates may obtain
liability insurance for this purpose.

5. ELIGIBILITY

      (a) General Rule. The Committee may grant ISOs only to Employees
(including officers who are Employees) of the Company or an Affiliate that is a
"parent corporation" or "subsidiary corporation" within the meaning of Section
424 of the Code, and may grant all other Awards to any Eligible Person. A
Participant who has been granted an Award may be granted an additional Award or
Awards if the Committee shall so determine, if such person is otherwise an
Eligible Person and if otherwise in accordance with the terms of the Plan.

      (b) Grant of Awards. Subject to the express provisions of the Plan, the
Committee shall determine from the class of Eligible Persons those individuals
to whom Awards under the Plan may be granted, the number of Shares subject to
each Award, the price (if any) to be paid for the Shares or the Award and, in
the case of Performance Awards, in addition to the matters addressed in Section
8 below, the specific objectives, goals and performance criteria that further
define the

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Performance Award. Each Award shall be evidenced by an Award Agreement signed by
the Company and, if required by the Committee, by the Participant. The Award
Agreement shall set forth the material terms and conditions of the Award
established by the Committee.

      (c) Limits on Awards. During the term of the Plan, no Participant may
receive Options that relate to more than 600,000 Shares. The Committee may
adjust these limitations pursuant to Section 11 below.

6. OPTION AWARDS

      (a) Types; Documentation. The Committee may in its discretion grant ISOs
to any Employee and Non-ISOs to any Eligible Person, and shall evidence any such
grants in an Award Agreement that is delivered to the Participant. Each Option
shall be designated in the Award Agreement as an ISO or a Non-ISO, and the same
Award Agreement may grant both types of Options. At the sole discretion of the
Committee, any Option may be exercisable, in whole or in part, immediately upon
the grant thereof, or only after the occurrence of a specified event, or only in
installments, which installments may vary. Options granted under the Plan may
contain such terms and provisions not inconsistent with the Plan that the
Committee shall deem advisable in its sole and absolute discretion.

      (b) ISO $100,000 Limitation. To the extent that the aggregate Fair Market
Value of Shares with respect to which Options designated as ISOs first become
exercisable by a Participant in any calendar year (under this Plan and any other
plan of the Company or any Affiliate) exceeds $100,000, such excess Options
shall be treated as Non-ISOs. For purposes of determining whether the $100,000
limit is exceeded, the Fair Market Value of the Shares subject to an ISO shall
be determined as of the Grant Date. In reducing the number of Options treated as
ISOs to meet the $100,000 limit, the most recently granted Options shall be
reduced first. In the event that Section 422 of the Code is amended to alter the
limitation set forth therein, the limitation of this Section 6(b) shall be
automatically adjusted accordingly.

      (c) Term of Options. Each Award Agreement shall specify a term at the end
of which the Option automatically expires, subject to earlier termination
provisions contained in Section 6(h) hereof; provided, that, the term of any
Option may not exceed ten years from the Grant Date. In the case of an ISO
granted to an Employee who is a Ten Percent Holder on the Grant Date, the term
of the ISO shall not exceed five years from the Grant Date.

      (d) Exercise Price. The exercise price of an Option shall be determined by
the Committee in its discretion and shall be set forth in the Award Agreement,
subject to the following special rules:

            (i) ISOs. If an ISO is granted to an Employee who on the Grant Date
      is a Ten Percent Holder, the per Share exercise price shall not be less
      than 110% of the Fair Market Value per Share on such Grant Date. If an ISO
      is granted to any other Employee, the per Share exercise price shall not
      be less than 100% of the Fair Market Value per Share on the Grant Date.

            (ii) Non-ISOs. The per Share exercise price for the Shares to be
      issued pursuant to the exercise of a Non-ISO shall not be less than 100%
      of the Fair Market Value per Share on the Grant Date.

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      (e) Exercise of Option. The Committee shall in its sole discretion
determine the times, circumstances, and conditions under which an Option shall
be exercisable, and shall set them forth in the Award Agreement. The Committee
shall have the discretion to determine whether and to what extent the vesting of
Options shall be tolled during any unpaid leave of absence; provided, however,
that in the absence of such determination, vesting of Options shall be tolled
during any such leave approved by the Company.

      (f) Minimum Exercise Requirements. An Option may not be exercised for a
fraction of a Share. The Committee may require in an Award Agreement that an
Option be exercised as to a minimum number of Shares, provided that such
requirement shall not prevent a Participant from purchasing the full number of
Shares as to which the Option is then exercisable.

      (g) Methods of Exercise. Prior to its expiration pursuant to the terms of
the applicable Award Agreement, each Option may be exercised, in whole or in
part (provided that the Company shall not be required to issue fractional
shares), by delivery of written notice of exercise to the secretary of the
Company accompanied by the full exercise price of the Shares being purchased. In
the case of an ISO, the Committee shall determine the acceptable methods of
payment on the Grant Date and it shall be included in the applicable Award
Agreement. The methods of payment that the Committee may in its discretion
accept or commit to accept in an Award Agreement include:

            (i) cash or check payable to the Company (in U.S. dollars);

            (ii) other Shares that (A) are owned by the Participant who is
      purchasing Shares pursuant to an Option, (B) have a Fair Market Value on
      the date of surrender equal to the aggregate exercise price of the Shares
      as to which the Option is being exercised, (C) were not acquired by such
      Participant pursuant to the exercise of an Option, unless such Shares have
      been owned by such Participant for at least six months or such other
      period as the Committee may determine, (D) are all, at the time of such
      surrender, free and clear of any and all claims, pledges, liens and
      encumbrances, or any restrictions which would in any manner restrict the
      transfer of such shares to or by the Company (other than such restrictions
      as may have existed prior to an issuance of such Shares by the Company to
      such Participant), and (E) are duly endorsed for transfer to the Company;

            (iii) a cashless exercise program that the Committee may approve,
      from time to time in its discretion, pursuant to which a Participant may
      concurrently provide irrevocable instructions (A) to such Participant's
      broker or dealer to effect the immediate sale of the purchased Shares and
      remit to the Company, out of the sale proceeds available on the settlement
      date, sufficient funds to cover the exercise price of the Option plus all
      applicable taxes required to be withheld by the Company by reason of such
      exercise, and (B) to the Company to deliver the certificates for the
      purchased Shares directly to such broker or dealer in order to complete
      the sale; or

            (iv) any combination of the foregoing methods of payment.

      The Company shall not be required to deliver Shares pursuant to the
exercise of an Option until payment of the full exercise price therefore is
received by the Company.

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      (h) Termination of Continuous Service. The Committee may establish and set
forth in the applicable Award Agreement the terms and conditions on which an
Option shall remain exercisable, if at all, following termination of a
Participant's Continuous Service. The Committee may waive or modify these
provisions at any time. To the extent that a Participant is not entitled to
exercise an Option at the date of his or her termination of Continuous Service,
or if the Participant (or other person entitled to exercise the Option) does not
exercise the Option to the extent so entitled within the time specified in the
Award Agreement or below (as applicable), the Option shall terminate and the
Shares underlying the unexercised portion of the Option shall revert to the Plan
and become available for future Awards. In no event may any Option be exercised
after the expiration of the Option term as set forth in the Award Agreement.

      The following provisions shall apply to the extent an Award Agreement does
not specify the terms and conditions upon which an Option shall terminate when
there is a termination of a Participant's Continuous Service:

            (i) Termination other than Upon Disability or Death or for Cause. In
      the event of termination of a Participant's Continuous Service (other than
      as a result of Participant's death, disability or termination for Cause),
      the Participant shall have the right to exercise an Option at any time
      within 90 days following such termination to the extent the Participant
      was entitled to exercise such Option at the date of such termination.

            (ii) Disability. In the event of termination of a Participant's
      Continuous Service as a result of his or her "disability" within the
      meaning of Section 22(e)(3) of the Code, the Participant shall have the
      right to exercise an Option at any time within one year following such
      termination to the extent the Participant was entitled to exercise such
      Option at the date of such termination.

            (iii) Death. In the event of the death of a Participant during the
      period of Continuous Service since the Grant Date of an Option, or within
      thirty days following termination of the Participant's Continuous Service,
      the Option may be exercised, at any time within one year following the
      date of the Participant's death, by the Participant's estate or by a
      person who acquired the right to exercise the Option by bequest or
      inheritance, but only to the extent the right to exercise the Option had
      vested at the date of death or, if earlier, the date the Participant's
      Continuous Service terminated.

            (iv) Cause. If the Committee determines that a Participant's
      Continuous Service terminated due to Cause, the Participant shall
      immediately forfeit the right to exercise any Option, and it shall be
      considered immediately null and void.

      (i) Prohibition on Repricing. No Option granted hereunder shall be amended
to reduce the exercise price under such Option, or surrendered in exchange for a
replacement Option having a lower purchase price per share; provided that this
Section 6(j) shall not restrict or prohibit any adjustment or other action taken
pursuant to Section 11 below.

7. RESTRICTED SHARES

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      (a) Grants. The Committee may in its discretion grant restricted shares
("Restricted Shares") to any Eligible Person and shall evidence such grant in an
Award Agreement that is delivered to the Participant which sets forth the number
of Restricted Shares, the purchase price for such Restricted Shares (if any) and
the terms upon which the Restricted Shares may become vested. The Committee may
condition any Award of Restricted Shares to a Participant on receiving from the
Participant such further assurances and documents as the Committee may require
to enforce the restrictions.

      (b) Vesting and Forfeiture. The Committee shall set forth in an Award
Agreement granting Restricted Shares, the terms and conditions under which the
Participant's interest in the Restricted Shares will become vested and
non-forfeitable. Except as set forth in the applicable Award Agreement or as
other wise determined by the Committee, upon termination of a Participant's
Continuous Service for any reason, the Participant shall forfeit his or her
Restricted Shares; provided that if a Participant purchases the Restricted
Shares and forfeits them for any reason, the Company shall return the purchase
price to the Participant only if and to the extent set forth in an Award
Agreement.

      (c) Issuance of Restricted Shares Prior to Vesting. The Company shall
issue stock certificates that evidence Restricted Shares pending the lapse of
applicable restrictions, and that bear a legend making appropriate reference to
such restrictions. Except as set forth in the applicable Award Agreement or the
Committee otherwise determines, the Company or a third party that the Company
designates shall hold such Restricted Shares and any dividends that accrue with
respect to Restricted Shares pursuant to Section 8(e) below.

      (d) Issuance of Shares upon Vesting. As soon as practicable after vesting
of a Participant's Restricted Shares and the Participant's satisfaction of
applicable tax withholding requirements, the Company shall release to the
Participant, free from the vesting restrictions, one Share for each vested
Restricted Share, unless an Award Agreement provides otherwise. No fractional
shares shall be distributed, and cash shall be paid in lieu thereof.

      (e) Dividends Payable on Vesting. Whenever Shares are released to a
Participant under Section 7(d) above pursuant to the vesting of Restricted
Shares are issued to a Participant pursuant to Section 7(d) above, such
Participant may receive, in the sole discretion of the Committee, with respect
to each Share released or issued, an amount equal to any cash dividends (plus,
in the discretion of the Committee, simple interest at a rate as the Committee
may determine) and a number of Shares equal to any stock dividends, which were
declared and paid to the holders of Shares between the Grant Date and the date
such Share is released or issued.

8. PERFORMANCE AWARDS

      (a) Performance Units. Subject to the limitations set forth in paragraph
(c) hereof, the Committee may in its discretion grant Performance Units to any
Eligible Person and shall evidence such grant in an Award Agreement that is
delivered to the Participant which sets forth the terms and conditions of the
Award.

      (b) Performance Compensation Awards. Subject to the limitations set forth
in paragraph (c) hereof, the Committee may, at the time of grant of a
Performance Unit, designate such Award as a "Performance Compensation Award" in
order that such Award constitutes "qualified performance-

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based compensation" under Code Section 162(m), in which event the Committee
shall have the power to grant such Performance Compensation Award upon terms and
conditions that qualify it as "qualified performance-based compensation" within
the meaning of Code Section 162(m). With respect to each such Performance
Compensation Award, the Committee shall establish, in writing within the time
required under Code Section 162(m), a "Performance Period," "Performance
Measure(s)", and "Performance Formula(e)" (each such term being hereinafter
defined).

      A Participant shall be eligible to receive payment in respect of a
Performance Compensation Award only to the extent that the Performance
Measure(s) for such Award are achieved and the Performance Formula(e) as applied
against such Performance Measure(s) determines that all or some portion of such
Participant's Award has been earned for the Performance Period. As soon as
practicable after the close of each Performance Period, the Committee shall
review and certify in writing whether, and to what extent, the Performance
Measure(s) for the Performance Period have been achieved and, if so, determine
and certify in writing the amount of the Performance Compensation Award to be
paid to the Participant and, in so doing, may use negative discretion to
decrease, but not increase, the amount of the Award otherwise payable to the
Participant based upon such performance.

      (c) Limitations on Awards. The maximum Performance Unit Award and the
maximum Performance Compensation Award that any one Participant may receive for
any one Performance Period shall not together exceed 600,000 Shares and
$2,000,000 in cash.

      (d) Definitions.

            (i) "Performance Formula" means, for a Performance Period, one or
      more objective formulas or standards established by the Committee for
      purposes of determining whether or the extent to which an Award has been
      earned based on the level of performance attained or to be attained with
      respect to one or more Performance Measure(s). Performance Formulae may
      vary from Performance Period to Performance Period and from Participant to
      Participant and may be established on a stand-alone basis, in tandem or in
      the alternative.

            (ii) "Performance Measure" means one or more of the following
      selected by the Committee to measure Company, Affiliate, and/or business
      unit performance for a Performance Period, whether in absolute or relative
      terms (including, without limitation, terms relative to a peer group or
      index): basic, diluted, or adjusted earnings per share; sales or revenue;
      earnings before interest, taxes, and other adjustments (in total or on a
      per share basis); basic or adjusted net income; returns on equity, assets,
      capital, revenue or similar measure; economic value added; working
      capital; total shareholder return; and product development, product market
      share, research, licensing, litigation, human resources, information
      services, mergers, acquisitions, sales of assets of Affiliates or business
      units. Each such measure shall be to the extent applicable, determined in
      accordance with generally accepted accounting principles as consistently
      applied by the Company (or such other standard applied by the Committee)
      and, if so determined by the Committee, and in the case of a Performance
      Compensation Award, to the extent permitted under Code Section 162(m),
      adjusted to omit the effects of extraordinary items, gain or loss on the
      disposal of a business segment, unusual or infrequently occurring events
      and transactions and cumulative effects of changes in accounting
      principles. Performance Measures may vary from

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      Performance Period to Performance Period and from Participant to
      Participant, and may be established on a stand-alone basis, in tandem or
      in the alternative.

            (iii) "Performance Period" means one or more periods of time (of not
      less than one fiscal year of the Company), as the Committee may designate,
      over which the attainment of one or more Performance Measure(s) will be
      measured for the purpose of determining a Participant's rights in respect
      of an Award.

9. TAXES

      (a) General. As a condition to the issuance or distribution of Shares
pursuant to the Plan, the Participant (or in the case of the Participant's
death, the person who succeeds to the Participant's rights) shall make such
arrangements as the Company may require for the satisfaction of any applicable
federal, state, local or foreign withholding tax obligations that may arise in
connection with the Award and the issuance of Shares. The Company shall not be
required to issue any Shares until such obligations are satisfied. If the
Committee allows the withholding or surrender of Shares to satisfy a
Participant's tax withholding obligations, the Committee shall not allow Shares
to be withheld in an amount that exceeds the minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes.

      (b) Default Rule for Employees. In the absence of any other arrangement,
an Employee shall be deemed to have directed the Company to withhold or collect
from his or her cash compensation an amount sufficient to satisfy such tax
obligations from the next payroll payment otherwise payable after the date of
the exercise of an Award.

      (c) Special Rules. In the case of a Participant other than an Employee (or
in the case of an Employee where the next payroll payment is not sufficient to
satisfy such tax obligations, with respect to any remaining tax obligations), in
the absence of any other arrangement and to the extent permitted under the
Applicable Law, the Participant shall be deemed to have elected to have the
Company withhold from the Shares or cash to be issued pursuant to an Award that
number of Shares having a Fair Market Value determined as of the applicable Tax
Date (as defined below) equal to the amount required to be withheld. For
purposes of this Section 9, the Fair Market Value of the Shares to be withheld
shall be determined on the date that the amount of tax to be withheld is to be
determined under the Applicable Law (the "Tax Date").

      (d) Surrender of Shares. If permitted by the Committee, in its discretion,
a Participant may satisfy the minimum applicable tax withholding and employment
tax obligations associated with an Award by surrendering Shares to the Company
(including Shares that would otherwise be issued pursuant to the Award) that
have a Fair Market Value determined as of the applicable Tax Date equal to the
amount required to be withheld. In the case of Shares previously acquired from
the Company that are surrendered under this Section 9, such Shares must have
been owned by the Participant for more than six months on the date of surrender
(or such longer period of time the Company may in its discretion require).

10. NON-TRANSFERABILITY OF AWARDS

      (a) General. Except as set forth in this Section 10, or as otherwise
approved by the Committee for a select group of management or highly compensated
Employees, Awards may not

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be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent or distribution. The
designation of a beneficiary by a Participant will not constitute a transfer. An
Award may be exercised, during the lifetime of the holder of an Award, only by
such holder, the duly-authorized legal representative of a disabled Participant,
or a transferee permitted by this Section 10.

      (b) Limited Transferability Rights. Notwithstanding anything else in this
Section 10, the Committee may in its discretion provide that an Award, other
than ISOs, may be transferred, on such terms and conditions as the Committee
deems appropriate, either (i) by instrument to the Participant's "Immediate
Family" (as defined below), (ii) by instrument to an inter vivos or testamentary
trust (or other entity) in which the Award is to be passed to the Participant's
designated beneficiaries, or (iii) by gift to charitable institutions. Any
transferee of the Participant's rights shall succeed and be subject to all of
the terms of this Award Agreement and the Plan. "Immediate Family" means any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive
relationships.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN OTHER
TRANSACTIONS

      (a) Changes in Capitalization. The Committee shall equitably adjust the
number of Shares covered by each outstanding Award, and the number of Shares
that have been authorized for issuance under the Plan but as to which no Awards
have yet been granted or that have been returned to the Plan upon cancellation,
forfeiture, or expiration of an Award, as well as the price per Share covered by
each such outstanding Award, to reflect any increase or decrease in the number
of issued Shares resulting from a number of actions including, but not limited
to, a stock-split, reverse stock-split, stock dividend, combination,
recapitalization or reclassification of the Shares, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company. The Committee shall take the aforementioned
actions if it determines that such adjustments are necessary to prevent dilution
or enlargement of benefits intended to be made available under the Plan. In the
event of any such transaction or event, the Committee may provide in
substitution for any or all outstanding Options under the Plan such alternative
consideration (including securities of any surviving entity) as it may in good
faith determine to be equitable under the circumstances and may require in
connection therewith the surrender of all Options so replaced. In any case, such
substitution of securities shall not require the consent of any person who is
granted Options pursuant to the Plan. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be required to be made with respect to, the number or
price of Shares subject to any Award. Any adjustments made to an ISO shall be
made in accordance with Section 424(a) of the Code.

      (b) Dissolution or Liquidation. In the event of the dissolution or
liquidation of the Company other than as part of a Change of Control, each Award
will terminate immediately prior to the consummation of such action, subject to
the ability of the Committee to exercise any discretion authorized in the case
of a Change in Control.

      (c) Change in Control. In the event of a Change in Control, the Committee
may in its sole and absolute discretion and authority, without obtaining the
approval or consent of the Company's

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shareholders or any Participant with respect to his or her outstanding Awards,
take one or more of the following actions:

            (i) arrange for or otherwise provide that each outstanding Award
      shall be assumed or a substantially similar award shall be substituted by
      a successor corporation or a parent or subsidiary of such successor
      corporation (the "Successor Corporation");

            (ii) accelerate the vesting of Awards so that Awards shall vest
      (and, to the extent applicable, become exercisable) as to the Shares that
      otherwise would have been unvested and provide that repurchase rights of
      the Company with respect to Shares issued upon exercise of an Award shall
      lapse as to the Shares subject to such repurchase right;

            (iii) arrange or otherwise provide for the payment of cash or other
      consideration to Participants in exchange for the satisfaction and
      cancellation of outstanding Awards; or

            (iv) make such other modifications, adjustments or amendments to
      outstanding Awards or this Plan as the Committee deems necessary or
      appropriate, subject however to the terms of Section 15(a) below.

      Notwithstanding the above, in the event a Participant holding an Award
assumed or substituted by the Successor Corporation in a Change in Control is
Involuntarily Terminated by the Successor Corporation in connection with, or
within 12 months following consummation of, the Change in Control, then any
assumed or substituted Award held by the terminated Participant at the time of
termination shall accelerate and become fully vested (and exercisable in full in
the case of Options), and any repurchase right applicable to any Shares shall
lapse in full, unless an Award Agreement provides for a more restrictive
acceleration or vesting schedule or more restrictive limitations on the lapse of
repurchase rights or otherwise places additional restrictions, limitations and
conditions on an Award. The acceleration of vesting and lapse of repurchase
rights provided for in the previous sentence shall occur immediately prior to
the effective date of the Participant's termination, unless an Award Agreement
provides otherwise.

      (d) Certain Distributions. In the event of any distribution to the
Company's shareholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Committee may, in its discretion,
appropriately adjust the price per Share covered by each outstanding Award to
reflect the effect of such distribution.

12. TIME OF GRANTING AWARDS.

      The date of grant ("Grant Date") of an Award shall be the date on which
the Committee makes the determination granting such Award or such other date as
is determined by the Committee, provided that in the case of an ISO, the Grant
Date shall be the later of the date on which the Committee makes the
determination granting such ISO or the date of commencement of the Participant's
employment relationship with the Company.

                                      -11-

<PAGE>

      Modification, Extension and Renewal of Awards. Within the limitations of
the Plan, the Committee may modify an Award, to accelerate the rate at which an
Option may be exercised (including without limitation permitting an Option to be
exercised in full without regard to the installment or vesting provisions of the
applicable Award Agreement or whether the Option is at the time exercisable, to
the extent it has not previously been exercised), to accelerate the vesting of
any Award or to extend or renew outstanding Awards. Notwithstanding the
foregoing provision, no modification of an outstanding Award shall materially
and adversely affect such Participant's rights thereunder, unless either the
Participant provides written consent or there is an express Plan provision
permitting the Committee to act unilaterally to make the modification.

13. TERM OF PLAN.

      The Plan shall continue in effect for a term of ten (10) years from its
effective date as determined under Section 18 below, unless the Plan is sooner
terminated under Section 15 below.

14. AMENDMENT AND TERMINATION OF THE PLAN.

      (a) Authority to Amend or Terminate. Subject to any applicable law,
regulation or stock exchange rule requiring shareholder approval, the Board may
from time to time amend, alter, suspend, discontinue, or terminate the Plan in a
form and manner consistent with applicable laws.

      (b) Effect of Amendment or Termination. No amendment, suspension, or
termination of the Plan shall materially and adversely affect Awards already
granted unless either it relates to an adjustment pursuant to Section 11 above,
or it is otherwise mutually agreed between the Participant and the Committee,
which agreement must be in writing and signed by the Participant and the
Company. Notwithstanding the foregoing, the Committee may amend the Plan to
eliminate provisions which are no longer necessary as a result of changes in tax
or securities laws or regulations, or in the interpretation thereof.

15. CONDITIONS UPON ISSUANCE OF SHARES.

      Notwithstanding any other provision of the Plan or any agreement entered
into by the Company pursuant to the Plan, the Company shall not be obligated,
and shall have no liability for failure, to issue or deliver any Shares under
the Plan unless such issuance or delivery would comply with Applicable Law, with
such compliance determined by the Company in consultation with its legal
counsel.

16. RESERVATION OF SHARES.

      The Company, during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

17. EFFECTIVE DATE.

      This Plan shall become effective on the date of its approval by the Board;
provided that this Plan shall be submitted to the Company's shareholders for
approval, and if not approved by the shareholders in accordance with Applicable
Laws (as determined by the Committee in its discretion) within one year from the
date of approval by the Board, this Plan and any Awards shall be null, void, and
of no force and effect. Awards granted under this Plan before approval of this
Plan by the

                                      -12-

<PAGE>

shareholders shall be granted subject to such approval, and no Shares shall be
distributed before such approval. Unless the Company determines to submit
Section 8 of the Plan and the definition of Performance Measure(s) to the
Company's stockholders at the first stockholder meeting that occurs in the fifth
year following the year in which the Plan was last approved by stockholders (or
any earlier meeting designated by the Board), in accordance with the
requirements of Section 162(m) of the Code, and such stockholder approval is
obtained, then no further Performance Awards shall be made to Eligible Persons
under Section 8 after the date of such annual meeting, but the remainder of the
Plan shall continue in effect.

18. CONTROLLING LAW.

      All disputes relating to or arising from the Plan shall be governed by the
internal substantive laws (and not the laws of conflicts of laws) of the State
of Delaware, to the extent not preempted by United States federal law. If any
provision of this Plan is held by a court of competent jurisdiction to be
invalid and unenforceable, the remaining provisions shall continue to be fully
effective.

19. LAWS AND REGULATIONS.

      (a) U.S. Securities Laws. This Plan, the grant of Awards, and the exercise
of Options under this Plan, and the obligation of the Company to sell or deliver
any of its securities (including, without limitation, Options, Restricted Shares
and Shares) under this Plan shall be subject to all Applicable Law. In the event
that the Shares are not registered under the Securities Act of 1933, as amended
(the "Act"), or any applicable state securities laws prior to the delivery of
such Shares, the Company may require, as a condition to the issuance thereof,
that the persons to whom Shares are to be issued represent and warrant in
writing to the Company that such Shares are being acquired by him or her for
investment for his or her own account and not with a view to, for resale in
connection with, or with an intent of participating directly or indirectly in,
any distribution of such Shares within the meaning of the Act, and a legend to
that effect may be placed on the certificates representing the Shares.

      (b) Other Jurisdictions. To facilitate the making of any grant of an Award
under this Plan, the Committee may provide for such special terms for Awards to
Participants who are foreign nationals or who are employed by the Company or any
Affiliate outside of the United States of America as the Committee may consider
necessary or appropriate to accommodate differences in local law, tax policy or
custom. The Company may adopt rules and procedures relating to the operation and
administration of this Plan to accommodate the specific requirements of local
laws and procedures of particular countries. Without limiting the foregoing, the
Company is specifically authorized to adopt rules and procedures regarding the
conversion of local currency, taxes, withholding procedures and handling of
stock certificates which vary with the customs and requirements of particular
countries. The Company may adopt sub-plans and establish escrow accounts and
trusts as may be appropriate or applicable to particular locations and
countries.

20. NO SHAREHOLDER RIGHTS. Neither a Participant nor any transferee of a
Participant shall have any rights as a shareholder of the Company with respect
to any Shares underlying any Award until the date of issuance of a share
certificate to a Participant or a transferee of a Participant for such Shares in
accordance with the Company's governing instruments and Applicable Law. Prior to
the issuance of Shares pursuant to an Award, a Participant shall not have the
right to vote or to receive dividends or any other rights as a shareholder with
respect to the Shares underlying the

                                      -13-

<PAGE>

Award, notwithstanding its exercise in the case of Options. No adjustment will
be made for a dividend or other right that is determined based on a record date
prior to the date the stock certificate is issued, except as otherwise
specifically provided for in this Plan.

21. NO EMPLOYMENT RIGHTS. The Plan shall not confer upon any Participant any
right to continue an employment, service or consulting relationship with the
Company, nor shall it affect in any way a Participant's right or the Company's
right to terminate the Participant's employment, service, or consulting
relationship at any time, with or without Cause.

                                      -14-

<PAGE>

                               EXIDE TECHNOLOGIES
                            2004 STOCK INCENTIVE PLAN

                             APPENDIX A: DEFINITIONS

As used in the Plan, the following definitions shall apply:

      "AFFILIATE" means any entity which together with the Company is under
common control within the meaning of Section 414 of the Code (provided that 50%
shall be substituted for 80% when applying the Section 414 common control
rules).

      "APPLICABLE LAW" means the legal requirements relating to the
administration of options and share-based plans under applicable U.S. federal
and state laws, the Code, any applicable stock exchange or automated quotation
system rules or regulations, and the applicable laws of any other country or
jurisdiction where Awards are granted, as such laws, rules, regulations and
requirements shall be in place from time to time.

      "AWARD" means any award made pursuant to the Plan, including awards made
in the form of an Option, a Restricted Share and a Performance Award, or any
combination thereof, whether alternative or cumulative, authorized by and
granted under this Plan.

      "AWARD AGREEMENT" means any written document setting forth the terms of an
Award that has been authorized by the Committee. The Committee shall determine
the form or forms of documents to be used, and may change them from time to time
for any reason.

      "BOARD" means the Board of Directors of the Company.

      "CAUSE" for termination of a Participant's Continuous Service will exist
if the Participant is terminated from employment or other service with the
Company or an Affiliate for any of the following reasons: (i) the Participant's
willful failure to substantially perform his or her duties and responsibilities
to the Company or deliberate violation of a material Company policy; (ii) the
Participant's commission of any material act or acts of fraud, embezzlement,
dishonesty, or other willful misconduct; (iii) the Participant's material
unauthorized use or disclosure of any proprietary information or trade secrets
of the Company or any other party to whom the Participant owes an obligation of
nondisclosure as a result of his or her relationship with the Company; or (iv)
Participant's willful and material breach of any of his or her obligations under
any written agreement or covenant with the Company.

      The Committee shall in its discretion determine whether or not a
Participant is being terminated for Cause. The Committee's determination shall,
unless arbitrary and capricious, be final and binding on the Participant, the
Company, and all other affected persons. The foregoing definition does not in
any way limit the Company's ability to terminate a Participant's employment or
consulting relationship at any time, and the term "Company" will be interpreted
herein to include any Affiliate or successor thereto, if appropriate.

<PAGE>

      "CHANGE IN CONTROL" means any of the following:

      (I) any Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities, excluding any Person who
becomes such a Beneficial Owner in connection with a transaction described in
paragraph (III)(B) below;

      (II) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the date
hereof, constitute the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company's shareholders was approved
or recommended by the affirmative vote of a majority of the directors then still
in office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended
("Continuing Directors");

      (III) there is consummated a merger or consolidation of the Company or any
direct or indirect subsidiary of the Company with any other corporation, other
than a merger or consolidation in which (A) the Company's shareholders receive
or retain voting common stock in the Company or the surviving or resulting
corporation in such transaction on the same pro rata basis as their relative
percentage ownership of Company common stock immediately preceding such
transaction and a majority of the entire Board of the Company are or continue to
be Continuing Directors following such transaction, or (B) the Company's
shareholders receive voting common stock in the corporation which becomes the
public parent of the Company or its successor in such transaction on the same
pro rata basis as their relative percentage ownership of Company common stock
immediately preceding such transaction and a majority of the entire Board of
such parent corporation are Continuing Directors immediately following such
transaction;

      (IV) the sale of any one or more Company subsidiaries, businesses or
assets not in the ordinary course of business and pursuant to a shareholder
approved plan for the complete liquidation or dissolution of the Company; or

      (V) there is consummated any sale of assets, businesses or subsidiaries of
the Company which, at the time of the consummation of the sale, (x) together
represent 50% or more of the total book value of the Company's assets on a
consolidated basis or (y) generated 50% or more of the Company's pre-tax income
on a consolidated basis in either of the two fully completed fiscal years of the
Company immediately preceding the year in which the Change in Control occurs;
provided, however, that, in either case, any such sale shall not constitute a
Change in Control if such sale constitutes a Rule 13e-3 transaction and at least
60% of the combined voting power of the voting securities of the purchasing
entity are owned by shareholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such sale.

      Notwithstanding the foregoing, a "Change in Control" shall not be deemed
to have occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
common stock of the Company immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate

                                      -2-

<PAGE>

ownership in an entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of transactions.

      "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

      "COMMITTEE" means a committee of at least two members of the Board
appointed by the Board to administer the Plan and to perform the functions set
forth herein and who are "non-employee directors" within the meaning of Rule
16b-3 as promulgated under Section 16 of the Exchange Act and who are also
"outside directors" within the meaning of Section 162(m) of the Code.

      "COMPANY" means Exide Technologies, a Delaware corporation; provided,
however, that in the event the Company reincorporates to another jurisdiction,
all references to the term "Company" shall refer to the Company in such new
jurisdiction.

      "CONSULTANT" means any person, including an advisor, who is engaged by the
Company or any Affiliate to render services and is compensated for such
services.

      "CONTINUOUS SERVICE" means the absence of any interruption or termination
of service as an Employee, Director, or Consultant. Continuous Service shall not
be considered interrupted in the case of: (i) sick leave; (ii) military leave;
(iii) any other leave of absence approved by the Committee, provided that such
leave is for a period of not more than 90 days, unless reemployment upon the
expiration of such leave is guaranteed by contract or statute, or unless
provided otherwise pursuant to Company policy adopted from time to time; (iv)
changes in status from Director to advisory director or emeritus status; or (iv)
in the case of transfers between locations of the Company or between the
Company, its Affiliates or their respective successors. Changes in status
between service as an Employee, Director, and a Consultant will not constitute
an interruption of Continuous Service.

      "DIRECTOR" means a member of the Board, or a member of the board of
directors of an Affiliate.

      "ELIGIBLE PERSON" means any Consultant, Director or Employee and includes
non-Employees to whom an offer of employment has been extended.

      "EMPLOYEE" means any person whom the Company or any Affiliate classifies
as an employee (including an officer) for employment tax purposes. The payment
by the Company of a director's fee to a Director shall not be sufficient to
constitute "employment" of such Director by the Company.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "FAIR MARKET VALUE" means, as of any date (the "Determination Date") (i)
the average closing price of a Share for the ten consecutive trading days
immediately preceding, but not including, the Determination Date as reported on
the New York Stock Exchange or the American Stock Exchange (collectively, the
"Exchange"); or (ii) if such stock is not traded on the Exchange but is quoted
on NASDAQ or a successor quotation system, the average for ten consecutive
trading days immediately preceding, but not including, the Determination Date of
(A) the last sales price (if

                                      -3-

<PAGE>

the stock is then listed as a National Market Issue under The Nasdaq National
Market System) or (B) the mean between the closing representative bid and asked
prices (in all other cases) for the stock as reported by NASDAQ or such
successor quotation system; or (iii) if such stock is not traded on the Exchange
or quoted on NASDAQ but is otherwise traded in the over-the-counter, the average
mean between the representative bid and asked prices for the ten consecutive
trading days immediately preceding, but not including, the Determination Date;
or (iv) if subsections (i)-(iii) do not apply, the fair market value established
in good faith by the Board.

      "GRANT DATE" has the meaning set forth in Section 12 of the Plan.

      "INCENTIVE SHARE OPTION OR ISO" hereinafter means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code, as designated in the applicable Award Agreement.

      "INVOLUNTARY TERMINATION" means termination of a Participant's Continuous
Service under the following circumstances occurring on or after a Change in
Control: (i) termination without Cause by the Company or an Affiliate or
successor thereto, as appropriate; or (ii) voluntary termination by the
Participant within 60 days following (A) a material reduction in the
Participant's job responsibilities, provided that neither a mere change in title
alone nor reassignment to a substantially similar position shall constitute a
material reduction in job responsibilities; (B) an involuntary relocation of the
Participant's work site to a facility or location more than 50 miles from the
Participant's principal work site at the time of the Change in Control; or (C) a
material reduction in Participant's total compensation other than as part of an
reduction by the same percentage amount in the compensation of all other
similarly-situated Employees, Directors or Consultants.

      "NON-ISO" means an Option not intended to qualify as an ISO, as designated
in the applicable Award Agreement.

      "OPTION" means any stock option granted pursuant to Section 6 of the Plan.

      "PARTICIPANT" means any holder of one or more Awards, or the Shares
issuable or issued upon exercise of such Awards, under the Plan.

      "PERFORMANCE AWARDS" mean Performance Units and Performance Compensation
Awards granted pursuant to Section 8.

      "PERFORMANCE COMPENSATION AWARDS" mean Awards granted pursuant to Section
8(b) of the Plan.

      "PERFORMANCE UNIT" means Awards granted pursuant to Section 8(a) of the
Plan which may be paid in cash, in Shares, or such combination of cash and
Shares as the Committee in its sole discretion shall determine.

      "PLAN" means this Exide Technologies 2004 Stock Incentive Plan.

      "REPORTING PERSON" means an officer, Director, or greater than ten percent
shareholder of the Company within the meaning of Rule 16a-2 under the Exchange
Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange
Act.

                                      -4-

<PAGE>

      "RESTRICTED SHARES" mean Shares subject to restrictions imposed pursuant
to Section 7 of the Plan.

      "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act, as
amended from time to time, or any successor provision.

      "SHARE" means a share of common stock of the Company, as adjusted in
accordance with Section 11 of the Plan.

      "TEN PERCENT HOLDER" means a person who owns stock representing more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any Affiliate.

                                      -5-

<PAGE>

                               EXIDE TECHNOLOGIES

                            2004 STOCK INCENTIVE PLAN

                                                   As approved by the Board of
                                                   Directors on __________ __,
                                                   200__ and by the shareholders
                                                   on _________ __, 200__