<PAGE>
Exhibit 3.2
AMENDMENT TO RIGHTS AGREEMENT TO RIGHTS AGREEMENT
This Amendment is made as of August 10, 2000 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
--------
The Company and the Rights Agent are parties to a Rights Agreement dated as
of September 18, 1998, as amended (the "Agreement").
The Board of Directors of the Company has approved of the acquisition of
Pacific Dunlop GNB Corporation, which is a wholly-owned subsidiary of Pacific
Dunlop Holdings (USA) Inc. ("PD Holdings"), and related subsidiaries and assets
(the "GNB Business").
As part of the purchase price to be paid by the Company for the acquisition
of the GNB Business at the closing thereof, the Company will issue to PD
Holdings 4 million shares of its Common Stock (as defined in the Rights
Agreement), which stock will constitute in excess of 15% of the Common Stock
outstanding on the date of issuance thereof.
The Board of Directors of the Company has determined to permit PD Holdings
to acquire and increase its beneficial ownership in the Company up to 20% of the
outstanding Common Stock and has unanimously 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, (i) 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%, (ii) as to the State of Wisconsin Investment
Board, 20% of the Common Stock outstanding shall be substituted for all
purposes herein for 15% and (iii) as to Pacific Dunlop Holdings (USA) Inc.,
20% of the Common Stock outstanding shall be substituted for all purposes
herein for 15%."
* * * *
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed 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
