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AMENDMENT TO RIGHTS AGREEMENT
This Amendment is made as of October 15, 1998 by and between Exide
Corporation, a Delaware corporation (the "Company"), and American Stock Transfer
and Trust company, a New York corporation (the "Rights Agent").
RECITALS
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The Company and the Rights Agent are parties to a Rights Agreement
dated as of September 18, 1998 (the "Agreement"). The Board of Directors of the
Company has determined to permit the State of Wisconsin Investment Board to
increase its beneficial ownership in the Company up to 20% of the outstanding
Common Stock (as defined in the Agreement) and has authorized the execution of
this Amendment in order to permit such ownership under the Agreement.
NOW, THEREFORE, in consideration of the premises, the parties hereby
amend the Agreement by substituting the following for the last sentence of
Section 1(a) thereof:
"Notwithstanding the foregoing, (1) if any Person, together with
all Affiliates and Associates of such Person, is on the date of this
Agreement the Beneficial Owner of a greater percentage than 15% of the
Common Stock outstanding, then as to such Person, Affiliates and
Associates, such greater percentage (but no more) shall be deemed
substituted for all purposes herein for 15% and (ii) as to the State of
Wisconsin Investment Board, 20% of the Common Stock outstanding shall be
substituted for all purposes herein for 15%."
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
EXIDE CORPORATION
By: /s/ John R. Van Zile
Name: John R. Van Zile
Title: Vice President and General Counsel
AMERICAN STOCK TRANSFER AND TRUST
COMPANY
By: /s/ Herbert J. Lemmer
Name: Herbert J. Lemmer
Title: Vice President
