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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2001, or

¨

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from             to

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Networking and switching products for storage and data;

•

Life sciences industry lab products;

•

Fire detection and building life-safety systems;

•

TV and radio transmission systems;

•

Automated fare collection systems; and

•

Cable location and inspection systems.

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That data is, and will continue to be, one of the most valuable assets that a corporation owns, providing the key to competitiveness, corporate value, and strategy.

•

That the trend toward SANs will continue, due to a need for data access 24 hours a day, 7 days a week.

•

That, as the cost of storing data continues to decrease, more corporate applications will migrate to SANs.

•

That the need for business continuance applications like remote data mirroring and enterprise backup and recovery will further drive the need for storage networking products like those offered by Inrange.

•

That customers will want the implementation, administration, and expansion of storage area networks to be seamless and simple.

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Power systems;

•

Compaction equipment;

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High integrity die-castings;

•

Filtration systems;

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Dock leveling systems;

•

Hydraulic systems; and

•

Heating and ventilation products.

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Cooling tower technologies, products and services;

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Valves and back-flow prevention devices;

•

Fluid systems;

•

Hydronic products, including gas and oil boilers; and

•

Compressed air and process gas systems.

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Diagnostic systems and service equipment;

•

Specialty tools; and

•

Technical information and other services.

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(1)

Effective November 1995, Mr. Blystone was elected Chairman, President and Chief Executive Officer.

(2)

Effective February 1997, Mr. Kearney was appointed Vice President, Secretary and General Counsel. From April 1995 through January 1997, he served as Senior Vice President and General Counsel of Grimes Aerospace Company. From September 1988 through April 1995, he was Senior Counsel at GE Plastics business group of General Electric Company.

(3)

Effective October 1996, Mr. O’Leary was appointed Vice President Finance, Treasurer, and Chief Financial Officer. From 1994 through September 1996, he served as Chief Financial Officer and director at Carlisle Plastics, Inc. From 1982 through 1994, he served in various managerial capacities at Deloitte & Touche LLP, becoming Partner in 1988.

(4)

Effective May 1999, Mr. Foreman was appointed Vice President, Human Resources. From 1992 through April 1999, he served as Vice President, Human Resources at PepsiCo International, based in Asia Pacific where he worked for both the Pepsi and Frito-Lay International businesses. From 1986 through 1992, he served in various managerial capacities in PepsiCo’s domestic operations.

(5)

Effective October 1997, Mr. Riordan was appointed President, Service Solutions. From February 1996 through September 1997, he served as President of the OE Tool & Equipment division of the company. From September 1994 through January 1996, he served as President of Consolidated Sawmill Machinery International, Inc. From 1991 through 1994, he was Vice President of Manufacturing at IVEX Corporation.

(6)

Effective December 1999, Mr. Kling was elected an officer of the company. In December 1998, Mr. Kling was appointed President, Communications and Technology Systems. From June 1997 through October 1998, he served as President, Dielectric Communications. From December 1994 to June 1997, he served as

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Senior Vice President and General Manager of Commercial Avionic Systems business of Allied Signal Corporation. From June 1990 through December 1994, he was Vice President & General Manager of the Electronic Systems Division of Harris Corporation.

(7)

Effective June 2001, Mr. Florjancic was elected an officer of the company. In May 2001, he was appointed President, Specialty Engineered Products. Mr. Florjancic served as President and CEO of Office Innovations, Inc. from 2000 through June 2001. From 1995 to 2000 he served as Group President and CEO of Brunswick Indoor Recreation Group and was a corporate vice president. From 1988 to 1995 he served as President and CEO of Brunswick Bowling and Billiards Corporation. From 1985 to 1988 Mr. Florjancic served as Vice President of Finance and Treasurer of Brunswick Corporation.

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(1)

On May 24, 2001, we completed the acquisition of UDI in an all-stock acquisition. See Note 3 of the consolidated financial statements for further discussion. On October 6, 1998, we completed the merger of SPX and General Signal Corporation (GSX), which was accounted for as a reverse acquisition of SPX by GSX.

(2)

In 2001, we recorded $101.4, of special charges, of which $13.5 is recorded in cost of products sold, primarily associated with the restructuring initiatives to consolidate manufacturing facilities, rationalize certain product lines and asset impairments, as well as costs associated with the relocation of our corporate offices to Charlotte, North Carolina.

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(3)

In 2000, our Inrange Technologies subsidiary, issued 8.855 shares of its class B common stock for cash in an initial public offering. Accordingly, we recorded a $98.0 pretax gain. See Note 6 to the consolidated financial statements for further discussion.

(4)

We recorded a $11.8 loss on the sale of our GS Electric business. See Note 3 to the consolidated financial statements for further discussion.

(5)

These amounts represent our share of the earnings of EGS, formed during the third quarter of 1997, and our door products venture, formed with Assa Abloy in the second quarter of 2001. See Note 7 to the consolidated financial statements for further discussion.

(6)

The increase in interest expense after 2000 relates to the UDI acquisition. The increase in interest expense after 1997 relates to the General Signal merger.

(7)

In November 1997, the Emerging Issues Task Force of the FASB issued consensus 97-13, “Accounting for Costs Incurred in Connection with a consulting Engagement or an Internal Project that Combines Business Process and Reengineering and Information Technology Transformation” (EITF 97-13). EITF 97-13 required all previously capitalized business process reengineering costs to be expensed as a cumulative effect of a change in accounting principle. We recorded a charge of $3.7, net of tax, in connection with EITF 97-13 in the fourth quarter of 1997.

(8)

Includes the special dividend of $784.2 related to the General Signal merger in 1998.

(9)

During the third quarter of 1997, we sold General Signal Power Group and contributed substantially all of the assets of General Signal Electrical Group to EGS.

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(1)

Includes $13.5 and $15.4 of charges to cost of products sold, in 2001 and 2000 respectively, associated with discontinued product lines and other product changes associated with restructuring initiatives.

(2)

2001 includes a $15.6 net gain associated with the Snap-On patent arbitration award and other legal matters.

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(1)

$13.5 of non cash inventory write-downs is recorded in our income statement as a component of cost of products sold.

(2)

$15.4 of non cash inventory write-downs is recorded in our income statement as a component of cost of products sold.

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(1)

Includes $13.5 and $12.3 of charges to cost of products sold, in 2001 and 2000 respectively, associated with discontinued product lines and other product changes associated with restructuring initiatives.

(2)

2001 includes a $15.6 net gain associated with the Snap On patent arbitration award and other legal matters.

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(1)

$12.3 of non cash inventory write-downs is recorded in our income statement as a component of cost of products sold.

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(1)

All results exclude special charges, including those recorded in cost of products sold.

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(1)

All results exclude special charges, including those recorded in cost of products sold.

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•

Proceeds from the sale of divested businesses was $182.9 in 2001. The businesses that were sold primarily included GS Electric, a division of SPX’s Industrial Products and Systems segment; Marley Pump, a business acquired with the UDI acquisition on May 24, 2001; and five other businesses acquired with the acquisition of UDI. In addition, on May 31, 2001, we sold our door products business into a joint venture with Assa Abloy and received $96.0 in cash and a 20% ownership interest in the joint venture. There were no business divestitures in 2000.

•

Cash used for business acquisitions increased by $307.3, or 139% compared to 2000. The increase was primarily driven by the acquisition of Kendro for $320.0, net of cash received, the largest bolt-on acquisition in our history, offset by decreased spending on other bolt-on acquisitions. In total, cash used for acquisitions excluding Kendro and UDI was $158.5 in 2001 compared to $220.8 in 2000.

•

Cash used for capital expenditures was $150.0 in 2001 compared to $123.3 in 2000. The increase in capital expenditures was primarily due to the acquisition of UDI.

•

Net borrowings of $413.5 in 2001 compared to $180.9 in 2000. The increase was primarily driven by the issuance of the February LYONs and the refinancing of debt acquired from UDI. The acquired debt of UDI was refinanced primarily by restating our credit facility on May 24, 2001 and cash proceeds from the May LYONs.

•

The proceeds from the sale of Best Power, Dual-Lite and Acutex included in 1999;

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Cash used for capital expenditures of $123.3 in 2000 compared to $102.0 in 1999; and

•

Cash used for business acquisitions increased by $124.4, or 129%, compared to 1999.

•

Proceeds from the Inrange initial public offering of $128.2 included in 2000;

•

Net borrowings under the new credit facility of $180.9 in 2000 compared to net payments of $400.9 in 1999; and

•

The repurchase of $138.8 of common stock in 2000, compared to no repurchases of common stock in 1999.

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(1)

The total commitment amount and amount outstanding as of February 28, 2002 are not materially different from the amounts at December 31, 2001.

(2)

The unused credit availability was decreased by $51.7 of letters of credit outstanding at as of December 31, 2001.

(3)

Current maturities of long-term debt were $161.1 as of December 31, 2001.

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(1)

the prime rate of interest in effect;

(2)

the three month CD rate in effect plus 1.0%; and

(3)

the federal funds effective rate in effect plus 0.5%.

(1)

For the Tranche A loans and the revolving loans, the applicable rate is between 0.5% and 1.5% for ABR loans and between 1.5% and 2.5% for Eurodollar Rate borrowings;

(2)

For the Tranche B loans, the applicable rate is between 1.25% and 1.5% for ABR loans and between 2.25% and 2.5% for Eurodollar Rate borrowings; and

(3)

For the Tranche C loans, the applicable rate is between 1.25% and 1.75% for ABR loans and between 2.25% and 2.75% for Eurodollar Rate borrowings.

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(1)

Our average stock price exceeding predetermined accretive values of our stock price each quarter (see below);

(2)

During any period in which the credit rating assigned to the LYONs by either Moody’s or Standard & Poor’s is at or below a specified level;

(3)

Upon the occurrence of certain corporate transactions, including change in control.

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(1)

An accounts receivable securitization facility pursuant to which the unit has an agreement to sell up to $36.5, on a revolving basis without recourse, certain qualified receivables, of which $33.5 had been sold under the agreement at December 31, 2001, with the proceeds used for general purposes or invested in cash. The sale is reflected as a reduction of accounts receivable and as operating cash flows. Discount fees associated with this program are included in selling, general and administrative expenses. The amount sold under this facility was $36.5 when we acquired this business with the acquisition of UDI on May 24, 2001. The agreement continues on an ongoing basis to the end of 2002, with a notice period of three months. We expect to utilize the agreement up to the contract date at which time we will evaluate the facility based on overall cost and our treasury strategy in Europe, where the facility resides. If we do not renew the contract, the impact on our financial condition or cash flows will not be material.

(2)

A vendor financing program pursuant to which the unit has an agreement to assign, on a revolving basis, certain qualified accounts payable for up to 180 day terms. At December 31, 2001, $21.5 of these accounts payable had been assigned under the agreement, with the proceeds used for general purposes or invested in cash. The transaction is reflected as an increase in accounts payable and as operating cash flows. Fees associated with this program are included in selling, general, and administrative expenses. The balance outstanding under this program was $24.9 when we acquired this business with the acquisition of UDI on May 24, 2001. We expect that we will not renew these notes as they come due in 2002 and expect the program to be fully discontinued by the end of the second quarter. The repayment of these balances will not have a material impact on our financial condition or cash flows.

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(1)

We have an agreement to sell up to $36.5, on a revolving basis of certain qualified receivables without recourse, of which $33.5 had been sold under the agreement at December 31, 2001. The agreement continues on an ongoing basis to the end of 2002, with a notice period of three months. We expect to utilize the agreement up to the contract date at which time we will evaluate the facility based on overall cost and our treasury strategy in Europe, where the facility resides. If we do not renew the contract, the impact on our financial condition or cash flows will not be material.

(2)

We have an agreement to advance on a revolving basis, certain qualified accounts payable, of which $21.5 had been sold under the agreement at December 31, 2001. We expect that we will not renew these notes as they come due in 2002 and expect the program to be fully discontinued by the end of the second quarter.

(3)

Represents rental payments under leases with remaining non-cancelable terms in excess of one year.

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limit cash flow available for general corporate purposes, such as acquisitions and capital expenditures, due to the ongoing cash flow requirements for debt service;

•

limit our ability to obtain, or obtain on favorable terms, additional debt financing in the future for working capital, capital expenditures or acquisitions;

•

limit our flexibility in reacting to competitive and other changes in the industry and economic conditions generally;

•

expose us to a risk that a substantial decrease in net operating cash flows due to economic developments or adverse developments in our business could make it difficult to meet debt service requirements; and

•

expose us to risks inherent in interest rate fluctuations because on any new borrowings that may be at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates.

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adverse effects on our reported operating results due to charges to earnings;

•

diversion of management attention from running our existing businesses;

•

difficulty with integration of personnel and financial and other systems;

•

increased expenses, including compensation expenses resulting from newly-hired employees;

•

increased foreign operations that may be difficult to assimilate;

•

assumption of known and unknown liabilities and increased litigation; and

•

potential disputes with the sellers of acquired businesses, technologies, services or products.

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difficulty in managing, operating and marketing our international operations because of distance, as well as language and cultural differences;

•

increased strength of the U.S. dollar will increase the effective price of our products sold in U.S. dollars, which may have a material adverse effect on sales or require us to lower our prices and also decrease our reported revenues or margins in respect of sales conducted in foreign currencies to the extent we are unable or determine not to increase local currency prices; likewise, decreased strength of the U.S. dollar could have a material adverse effect on the cost of materials and products purchased overseas;

•

difficulty entering new international markets due to greater regulatory barriers than the United States and differing political systems;

•

increased costs due to domestic and foreign customs and tariffs, potentially adverse tax consequences, including imposition or increase of withholding and other taxes on remittances and other payments by subsidiaries, and transportation and shipping expenses; credit risk or financial condition of local customers and distributors;

•

potential difficulties in staffing and labor disputes;

•

risk of nationalization of private enterprises;

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increased costs of transportation or shipping;

•

ability to obtain supplies from foreign vendors and ship products internationally during times of crisis or otherwise;

•

potential difficulties in protecting intellectual property;

•

potential imposition of restrictions on investments; and

•

local political and social conditions, including the possibility of hyperinflationary conditions and political instability in certain countries.

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Ar

thur Andersen LLP

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(1)

SPX recorded an after-tax loss of $8.8 on the early extinguishment of debt in the first quarter of 2000.

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(1)

Includes the results of acquisitions from the dates of the respective acquisitions. See Note 3 of the consolidated financial statements for further discussion.

(2)

2001 includes special charges of $38.4, of which $4.9 is including in cost of products sold. 2000 includes $10.0 of special charges. See Note 5 of the consolidated financial statements for further discussion.

(3)

Includes special charges of $16.0, of which $1.8 is recorded in cost of products sold. 2000 includes $51.2 of special charges, of which $1.1 is recorded in cost of products sold. See Note 5 of the consolidated financial statements for further discussion.

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(4)

Includes special charges of $12.7 in 2001. See Note 5 of the consolidated financial statements for further discussion.

(5)

2001 includes special charges of $15.3, of which $6.8 is recorded in cost of products sold. 2000 includes $32.6 of which $11.2 is recorded in cost of products sold. See Note 5 of the consolidated financial statements for further discussion.

(6)

Includes special charges of $19.0 in 2001 and $9.4 of special charges in 2000. See Note 5 of the consolidated financial statements for further discussion.

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(1)

Included export sales of $497.1 in 2001, $242.8 in 2000, and $247.5 in 1999. No individual foreign country in which we operate accounted for more than 5% of consolidated revenues in 2001, 2000 or 1999.

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(1)

$13.5 of non cash inventory write-downs is recorded in our income statement as a component of cost of products sold.

(2)

$12.3 of non cash inventory write-downs is recorded in our income statement as a component of cost of products sold.

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(1)

$13.5 of inventory write-downs is recorded on our consolidated statement of income as a component of cost products sold. $1.6 of the impairments & write-downs is related to the write-off of in-process research & development.

(2)

$12.3 of inventory write-downs is recorded on our consolidated statement of income as a component of cost products sold. $10.0 of the impairments & write-downs is related to the write-off of in-process research & development.

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(1)

As a result of the UDI acquisition on May 24, 2001, the 2001 information includes all plans, including non-North American plans. Prior to 2001, information regarding our non-North American plans was not disclosed, as it was not material.

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An accounts receivable securitization facility pursuant to which the unit has an agreement to sell up to $36.5, on a revolving basis without recourse, certain qualified receivables, of which $33.5 had been sold under the agreement at December 31, 2001, with the proceeds used for general purposes or invested in cash. The sale is reflected as a reduction of accounts receivable and as operating cash flows. Discount fees associated with this program are included in selling, general and administrative expenses. The amount sold under this facility was $36.5 when we acquired this business with the acquisition of UDI on May 24, 2001. The agreement continues on an ongoing basis to the end of 2002, with a notice period of three months. We expect to utilize the agreement up to the contract date at which time we will evaluate the facility based on overall cost and our treasury strategy in Europe, where the facility resides.

•

A vendor financing program pursuant to which the unit has an agreement to assign, on a revolving basis, certain qualified accounts payable for up to 180 day terms. At December 31, 2001, $21.5 of these accounts payable had been assigned under the agreement, with the proceeds used for general purposes or invested in cash. The transaction is reflected as an increase in accounts payable and as operating cash flows. Fees associated with this program are included in selling, general, and administrative expenses. The balance outstanding under this program was $24.9 when we acquired this business with the acquisition of UDI on May 24, 2001. We expect that we will not renew these notes as they come due in 2002 and expect the program to be fully discontinued by the end of the second quarter.

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(1)

On February 10, 2000, our Board of Directors announced an increase in the share repurchase program for up to $250.0. In 2000, we repurchased shares of stock in the open market for a total consideration of $138.8.

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(1)

Included $3.4 of special charges associated with restructuring initiatives. See Note 5 to the consolidated financial statements for further discussion.

(2)

Included $40.5 of special charges associated with restructuring initiatives, asset write-downs, and costs associated with the relocation of our corporate office to Charlotte, North Carolina. We also recorded a $13.5 charge to cost of products sold associated with discontinued product lines and other product changes. See Note 5 to the consolidated financial statements for further discussion.

(3)

Included a $23.2 gain related to settlement of the APC patent infringement suit. See Note 16 to the consolidated financial statements for further discussion. Amount also includes $21.7 of special charges associated with restructuring initiatives, asset write-downs and goodwill impairments. See Note 5 to the consolidated financial statements for further discussion.

(4)

Included $4.0 of special charges associated with restructuring initiatives announced in previous periods and an asset write-down. See Note 5 to the consolidated financial statements for further discussion.

(5)

Included a $98.0 gain on the initial public offering of Inrange Technologies common stock. See Note 6 to the consolidated financial statements. We also recorded $63.8 of special charges primarily associated with restructuring initiatives and a $12.3 charge to cost of products sold associated with discontinued product lines and other product changes. See Note 5 to the consolidated financial statements for further discussion.

(6)

Included a $15.6 net gain primarily related to a favorable arbitration award associated with a patent infringement claim against Snap-On. See Note 16 to the consolidated financial statements for further discussion. Amount also includes $40.0 of special charges associated with restructuring initiatives, an asset write-down, and a goodwill impairment. See Note 5 to the consolidated financial statements for further discussion.

(7)

Included $5.4 of special charges associated with restructuring initiatives. See Note 5 to the consolidated financial statements for further discussion.

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ITEM9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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                                                                   Exhibit 10.25






- --------------------------------------------------------------------------------


                                 SPX CORPORATION


                          SUPPLEMENTAL RETIREMENT PLAN

                               FOR TOP MANAGEMENT

                    (As Amended and Restated January 1, 2002)


- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------


                                                                          page

ARTICLE I   DEFINITIONS .................................................... 2
         1.1      Actuarial Equivalent ..................................... 2
         1.2      Affiliated Company or Affiliate .......................... 2
         1.3      Beneficiary .............................................. 2
         1.4      Board .................................................... 3
         1.5      Code ..................................................... 3
         1.6      Company .................................................. 3
         1.7      Committee or Compensation Committee ...................... 3
         1.8      Continuous Service ....................................... 3
         1.9      Early Retirement Date .................................... 4
         1.10     Employee ................................................. 4
         1.11     Final Average Pay ........................................ 4
         1.12     Normal Retirement Age .................................... 4
         1.13     Normal Retirement Date ................................... 4
         1.14     Participant .............................................. 4
         1.15     Plan ..................................................... 5
         1.16     SPX Qualified Plan ....................................... 5
         1.17     SPX Qualified Plan Benefit ............................... 5
         1.18     Supplemental IARP ........................................ 5
         1.19     Surviving Spouse ......................................... 5
         1.20     Top Management Retirement Benefit ........................ 5
         1.21     Vested ................................................... 5

ARTICLE II  ELIGIBILITY .................................................... 6
         2.1      Participation ............................................ 6
         2.2      Top Hat Requirements and Reduction in Status ............. 6
         2.3      Removal From Participation ............................... 6


                                                                           page

ARTICLE III  TOP MANAGEMENT RETIREMENT BENEFITS ............................  7
         3.1      Normal Retirement ........................................  7
         3.2      Early Retirement .........................................  7
         3.3      Alternate Benefit ........................................  8
         3.4      Form of Benefit ..........................................  8
         3.5      Commencement of Benefit ..................................  8
         3.6      Actuarial Equivalent .....................................  8
         3.7      Source of Benefit Payments ...............................  8

ARTICLE IV  TOP MANAGEMENT PRE RETIREMENT
            DEATH BENEFIT ..................................................  9
         4.1      Survivor Benefits ........................................  9

ARTICLE V  ADMINISTRATION OF THE PLAN ...................................... 11
         5.1      Administration by the Company ............................ 11
         5.2      General Power of Administration .......................... 11

ARTICLE VI  AMENDMENT OR TERMINATION ....................................... 12
         6.1      Amendment or Termination ................................. 12
         6.2      Effect of Amendment or Termination ....................... 12

ARTICLE VII  GENERAL PROVISIONS ............................................ 13
         7.1      Funding .................................................. 13
         7.2      General Conditions ....................................... 13
         7.3      No Guaranty of Benefits .................................. 13
         7.4      No Enlargement of Employee Rights ........................ 13
         7.5      Spendthrift Provision .................................... 13
         7.6      Applicable Law ........................................... 13
         7.7      Automatic Cashout ........................................ 14
         7.8      Incapacity of Recipient .................................. 14
         7.9      Corporate Successor ...................................... 14
         7.10     Unclaimed Benefit ........................................ 14
         7.11     Limitations on Liability ................................. 14



                                                                           page

         7.12     Duties of Participants, Spouses of Participants,
                     Beneficiaries, and Surviving Spouses .................. 14

ARTICLE VIII  CHANGE-OF-CONTROL ............................................ 15
         8.1      Benefit Rights Under Change-of-Control ................... 15
         8.2      Definition of Change-of-Control .......................... 15
         8.3      Excess Parachute Payments by the Company ................. 15

ARTICLE IX  SPECIAL PROVISIONS ............................................. 19

APPENDIX A  Special Provisions for Peter M. Turner, Donald H. Johnson,
               and A. David Joseph (Group "A" Participants) ................ 21
APPENDIX B  Special Provisions for Budd Werner and Curt Atkisson
               ("Group B Participants") .................................... 22
APPENDIX C  Special Provisions for Dale Johnson ............................ 23
APPENDIX D  Special Provisions for David Reynolds .......................... 24
APPENDIX E  Special Provisions for John Tyson .............................. 25
APPENDIX F  Special Provisions for Fred Florjancic ......................... 26

TABLE A     Actuarial Factors .............................................. 27



- --------------------------------------------------------------------------------

                                 SPX CORPORATION

                          SUPPLEMENTAL RETIREMENT PLAN
                               FOR TOP MANAGEMENT

- --------------------------------------------------------------------------------

The SPX Corporation Supplemental Retirement Plan For Top Management (the "Plan")
was adopted effective October 22, 1985, amended from time to time thereafter and
is now amended and restated, effective as of January 1, 2002. The Plan is
established and maintained by SPX Corporation for the purpose of providing
supplemental retirement income benefits to a limited number of top management
employees largely responsible for enhancing the earnings and growth of SPX
Corporation. Accordingly, SPX Corporation hereby adopts the Plan pursuant to the
terms and provisions set forth below.

The provisions set forth in this Plan are applicable only to Employees in the
employ of SPX Corporation on or after the effective date of such provisions.
Employees who retired with benefits commencing prior to such date, or who became
disabled or separated from the employ of SPX Corporation prior to that date, or
an eligible beneficiary of such Employees, shall be eligible for the benefits,
if any, under the Plan as it existed at the time of retirement, disability or
separation; or as subsequently amended to specifically apply to such prior
occurrences.



- --------------------------------------------------------------------------------
                                    ARTICLE I
                                   DEFINITIONS
- --------------------------------------------------------------------------------

     Wherever used herein the following terms shall have the meanings
hereinafter set forth. Words in the masculine gender shall include the feminine
and the singular shall include the plural, and vice versa, unless qualified by
the context. Any headings used herein are included for ease of reference only,
and are not to be construed so as to alter the terms hereof.

     1.1 "Actuarial Equivalent" means a benefit having the same value as the
benefit it replaces. Actuarial equivalency shall be determined on the basis of
the following assumptions:

     (a)  For purposes of converting a 100% joint and survivor annuity at Normal
          Retirement Age to a lump sum or a lump sum at any age to a 100% joint
          and survivor annuity at Normal Retirement Age or at any other time,
          (i) mortality shall be based upon the table prescribed in Code Section
          417(e)(3)(A)(ii)(I), (ii) the ages of the Participant and the
          Participant's spouse shall be their actual ages and (iii) the assumed
          interest rate shall be the annual interest on 30-year Treasury
          securities, as published by the Board of Governors of the Federal
          Reserve System, for the November prior to the Plan Year during the
          which the distribution is made.

     (b)  For purposes of converting a 100% joint and survivor annuity into a
          single life annuity, the factors set forth in Table A (attached
          hereto) shall be applied. If a Participant is not married, such
          application shall be based on the assumption that the Participant is
          married and that he and his spouse are the same age. If a Participant
          is married, such application shall be based on the actual ages of the
          Participant and the his spouse. For purposes of converting into any
          other optional annuity form of benefit available under the Plan, the
          100% joint and survivor annuity shall first be converted into a single
          life annuity, as describe above, after which the actuarial factors set
          forth in Appendix A of the SPX Qualified Plan (as amended) shall be
          applied.

     1.2 "Affiliated Company" or "Affiliate" means any corporation, trade or
business entity which is a member of a controlled group of corporations, trades
or businesses, or an affiliated service group, of which the Company is also a
member, as provided in Code Sections 414(b),(c),(m) or (o).

     1.3 "Beneficiary" means a Participant's Beneficiary under the SPX Qualified
Plan, or any person or persons designated by a Participant to receive benefits
payable in the event of the Participant's death before benefits under the Plan
begin, or to receive the survivor benefits under any joint and survivor benefit
option after benefits under the Plan begin. Any separate designation of a
Beneficiary under this Plan shall not be effective for any purpose unless and
until it has been filed by the Participant with the Committee on a form approved
by the


                                       -2-



Committee. In the event that a Participant shall not have a Beneficiary, or if
for any reason a Beneficiary designation shall be legally ineffective, or if
such Beneficiary predeceases the Participant, then, for purposes of the Plan,
payments shall be made to the first surviving class, and in equal shares if
there are more than one in each class, of the following classes of preference
beneficiaries: Participant's widow or widower, surviving children, surviving
parents, surviving brothers or sisters, legal representative, provided that if
no legal representative is duly appointed and qualified within six months of the
date of death of a deceased Participant, then payment shall be made to such
persons as, at the date of the Participant's death, would be entitled to share
in the distribution of such deceased Participant's estate under the provisions
of the statute governing the descent of intestate property, then in force and
effect in the state of Participant's residence. A Participant may, from time to
time, on a form approved by and filed with the Committee, change the
Beneficiary, provided that once benefit payments have commenced to be paid to a
Participant, his designation of a Beneficiary may only be changed for the period
certain and life benefit as described at Section 6.8, Option 5 of the SPX
Qualified Plan. If payments under a period certain and life benefit have
commenced to a Participant's designated Beneficiary and the Beneficiary dies
before all payments under such form of payment have been made, any remaining
payments shall be made to the Beneficiary's estate.

     A Participant's spouse shall no longer be eligible for the Top Management
Retirement Benefit provided in Section 4.1(a) on the date of entry of a judgment
of divorce from that spouse, provided that a Participant may designate a former
spouse as his Beneficiary in a written designation filed with the Committee
after the date of entry of the judgment of divorce and before his death.

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

     1.5 "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any regulations relating thereto.

     1.6 "Committee" or "Compensation Committee" means the Compensation
Committee of the Board of Directors of SPX Corporation.

     1.7 "Company" means (a) SPX Corporation, a Delaware corporation, (b) any
Affiliated Company or Affiliate provided that such Affiliated Company or
Affiliate shall, subsequent to December 31, 1999, have been included in the
definition of Company only to the extent so designated by the officer of SPX
Corporation responsible for compensation and benefits, or (c), to the extent
provided in Section 7.9 below, any successor corporation or other entity
resulting from a reorganization, merger or consolidation into or with the
Company, or a transfer or sale of substantially all of the assets of the
Company.

     1.8 "Continuous Service" for purposes of this Plan and effective as of
January 1, 2002, shall be equal to a Participant's Continuous Service as shown
on the records of the SPX Qualified Plan. For purposes of this Plan only, in the
event a Participant was employed by a


                                       -3-



business entity acquired by the Company, his Continuous Service Commencement
Date (as that term is defined in the SPX Qualified Plan) shall be the closing
date of such acquisition.

For the application and calculation of Continuous Service or Credited Service
(as that term is defined in the SPX Qualified Plan) for the period prior to
January, 1, 2002, the definitions of Continuous Service and Credited Service in
effect immediately prior to January 1, 2002, shall be used.

     1.9 "Early Retirement Date" means the first day of the month coinciding
with or next following the date on which a Participant or former Participant
meets all of the following requirements:

     o    terminated employment with the Company, prior to attaining Normal
          Retirement Age;

     o    after such Participant is Vested under this Plan; and

     o    when the Participant has attained at least age 55, regardless of
          whether he or she attained such age prior to his termination of
          employment.

     1.10 "Employee" means an employee of the Company or of an Affiliated
Company who is a participant under the SPX Qualified Plan (or any successor or
replacement to the SPX Qualified Plan).

     1.11 "Final Average Pay" shall mean the average monthly pay in the
Participant's highest paid three calendar years out of his last ten calendar
years of Company employment, but with the following modifications:

     (a)  In a Participant's last calendar year of Company employment, Final
          Average Pay will be based on the full year, by annualizing the
          Participant's last rate of pay for that year, and including the bonus
          paid to the Participant during that year.

     (b)  Those items excluded from Compensation under the SPX Qualified Plan
          (including the payment of the "bank" portion of a Participant's SPX
          Corporation Executive EVA Incentive Compensation Plan account as a
          result of termination of employment or Change of Control) shall also
          be excluded from Final Average Pay.

     (c)  For purposes of this Plan, Final Average Pay shall be determined,
          regardless of the limit (if any) provided by Code Section 401(a)(17)
          or any other statutorily imposed limit.

     1.12 "Normal Retirement Age" shall mean the Participant's age sixty-five
(65).


                                       -4-



     1.13 "Normal Retirement Date" means the first day of the month coinciding
with or next following the date on which a Participant terminates employment
with the Company on or after attainment of his Normal Retirement Age.

     1.14 "Participant" means an Employee who is eligible to participate in this
Plan pursuant to Article II hereof.

     1.15 "Plan" means this SPX Corporation Supplemental Retirement Plan For Top
Management.

     1.16 "SPX Qualified Plan" means the SPX Corporation Individual Account
Retirement Plan (formerly known as Pension Plan No. 3) and each predecessor,
successor or replacement to the said SPX Qualified Plan.

     1.17 "SPX Qualified Plan Benefit" means the aggregate benefit payable to
and in respect of a Participant pursuant to the SPX Qualified Plan and any other
tax-qualified (within the meaning of Code Section 401(a)) defined benefit
pension plans (within the meaning of Code Section 414(j)) maintained by the
Company and its Affiliates by reason of his termination of employment with the
Company and all Affiliates. If benefits are paid under this Plan in a different
form than the SPX Qualified Plan Benefit, the SPX Qualified Plan Benefit shall
be determined as an Actuarial Equivalent benefit in the same form. SPX Qualified
Plan Benefits paid prior to payment under this Plan shall (i) in the event of
lump sum payments, be increased by the actual interest credits provided to SPX
Qualified Plan participants between the date of payment under the SPX Qualified
Plan and the date of payment under this Plan, and (ii) in the event of monthly
annuity payments, such payments shall be redetermined as if paid by the SPX
Qualified Plan on Normal Retirement Date or Early Retirement Date under this
Plan. This redetermination shall include actual interest credits provided to SPX
Qualified Plan participants between the date of payment under the SPX Qualified
Plan and the date of payment under this Plan.

     1.18 "Supplemental IARP" shall mean the SPX Corporation Supplemental
Individual Account Retirement Plan.

     1.19 "Surviving Spouse" means the person who is married to a Participant at
the date of his death.

     1.20 "Top Management Retirement Benefit" means the benefit payable to a
Participant, a Surviving Spouse or a Beneficiary pursuant to the terms of this
Plan.

     1.21 "Vested" A Participant shall be Vested in his benefits under this Plan
if he has 5 years of Continuous Service under the SPX Qualified Plan.


                                       -5-



- --------------------------------------------------------------------------------
                                   ARTICLE II
                                   ELIGIBILITY
- --------------------------------------------------------------------------------

     2.1 Participation. An Employee shall become a Participant hereunder upon
designation as such by the Compensation Committee. Such designation shall be
made in writing and filed with the records of the Plan. The Compensation
Committee shall promptly notify those employees selected as Participants
hereunder of their participation and anticipated benefits. If a Participant
described in the preceding sentence dies prior to commencement of payment of a
Normal or Early Retirement Benefit hereunder, a Top Management Retirement
Benefit shall be paid, as provided in Article IV.

     2.2 Top Hat Requirements and Reduction in Status. No Employee shall be
designated as a Participant hereunder unless the employee qualifies for
inclusion in a "select group of management or highly compensated employees" as
defined in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). In the event a
Participant's compensation or level of responsibility is reduced so that such
Participant no longer qualifies for inclusion in a "select group of management
or highly compensated employees," the individual shall cease to be a
Participant. A Vested Participant shall not forfeit benefits accrued to the date
he ceases to be a Participant, while a non-Vested Participant shall forfeit all
rights to benefits under the Plan.

     2.3 Removal From Participation. Except in the event of a Change-of-Control
(as defined in Article VIII), the Compensation Committee may reexamine a
non-Vested Participant's eligibility and make a new determination as to whether
he shall be entitled to continue as a Participant hereunder. If an Employee is
removed from Participation pursuant to this Section 2.3, he and his Surviving
Spouse or Beneficiary shall forfeit all rights to benefits under this Plan, and
shall again be eligible for a benefit (if any) under the Supplemental IARP. The
Compensation Committee shall not be entitled to remove any Vested Participant
from Participation, except as described in Section 2.2 above or in the event of
the termination of the Plan as to all Participants, in which case the
Participant's Vested accrued benefits shall not be forfeitable.


                                       -6-



- --------------------------------------------------------------------------------
                                   ARTICLE III
                       TOP MANAGEMENT RETIREMENT BENEFITS
- --------------------------------------------------------------------------------

     3.1 Normal Retirement. The Top Management Retirement Benefit payable to an
eligible Participant on his Normal Retirement Date, shall be a monthly amount in
the form of a 100% joint and survivor annuity equal to the remainder of (a)
minus (b), as described below:

     (a)  60% of Final Average Pay multiplied by a ratio, the numerator of which
          is the Participant's Continuous Service (not to exceed 15) and the
          denominator of which is 15; minus

     (b)  the Participant's SPX Qualified Plan Benefit determined as of the
          Participant's Normal Retirement Date without regard to when such
          benefit is actually paid.

     3.2 Early Retirement. The Top Management Retirement Benefit payable to an
eligible Participant on his Early Retirement Date, shall be a monthly amount
equal to the Top Management Retirement Benefit to which he would be entitled at
his Normal Retirement Date pursuant to Section 3.1 above, with the following
adjustments:

     (a)  Amount If Early Retirement Is Within Five Years of Normal Retirement
          Age. The monthly amount of Early Retirement Benefit payable hereunder
          to a Participant whose Early Retirement Date is within five (5) years
          of his Normal Retirement Age shall be an amount computed in the same
          manner as a benefit under Section 3.1 (without regard to Section
          3.1(b) above) based on his Final Average Pay and Continuous Service as
          of his Early Retirement Date.

     (b)  Amount If Early Retirement Is More Than Five Years From Normal
          Retirement Age. The monthly amount of the Early Retirement Benefit
          payable hereunder to a Participant whose Early Retirement Date is more
          than five years prior to his Normal Retirement Age shall be computed
          in the same manner as a benefit under Section 3.1 above (without
          regard to Section 3.1(b)), based on his Final Average Pay and
          Continuous Service as of his Early Retirement Date, but such amount
          shall be reduced by one-twelfth (1/12) of 3% for each complete
          calendar month by which his first Early Retirement Benefit payment
          precedes his age 60.

     (c)  Reductions for Other Plans. The benefit so determined shall be reduced
          by the SPX Qualified Plan Benefit, or the Actuarial Equivalent
          thereof, if such benefit could not have been paid at such date.

     3.3 Participation in Supplemental IARP. In addition to reducing a
Participant's benefit under the Plan by his SPX Qualified Plan Benefit, such
Plan benefit shall also be reduced by his benefit under the Supplemental IARP,
if any. In the event


                                       -7-



his benefit under the Supplemental IARP is higher than his benefit under the
Plan, he shall receive no benefits from this Plan.

     3.4 Form of Benefit. A Participant may elect to have his Top Management
Retirement Benefit payable in any optional form in which the benefit from the
SPX Qualified Plan is payable to the Participant (including a lump sum payment).
A Participant must make a separate election for this Plan, which need not be the
same as the Participant's election under the SPX Qualified Plan. However, any
option other than the automatic form of benefit under the SPX Qualified Plan
must have been elected at least one year prior to a Participant's Normal or
Early Retirement Date. Failure to elect a different option will result in
payment in the automatic form of benefit under the SPX Qualified Plan.

     3.5 Commencement of Benefit. Payment of the Top Management Retirement
Benefit to a Participant will commence no sooner than a date chosen by a
Participant when the Participant has both terminated employment and attained at
least age 55, even if the Participant has chosen to begin his SPX Qualified Plan
Benefit at an earlier date.

     3.6 Actuarial Equivalent. A Top Management Retirement Benefit which is
payable in any other form or which commences at any time other than the
Participant's Normal Retirement Date, shall be the Actuarial Equivalent of the
Top Management Retirement Benefit set forth in Section 3.1 above.

     3.7 Source of Benefit Payments. Any Top Management Retirement Benefit
payable to a Participant, a Surviving Spouse or a Beneficiary shall be paid by
the Company or from any trust created to provide such benefits.


                                       -8-



- --------------------------------------------------------------------------------
                                   ARTICLE IV
                   TOP MANAGEMENT PRE-RETIREMENT DEATH BENEFIT
- --------------------------------------------------------------------------------

     4.1 Survivor Benefits. If a Vested Participant dies before his Top
Management Retirement Benefit has commenced to be paid to him, the Surviving
Spouse or Beneficiary, as shall be applicable, shall receive a Top Management
Retirement Benefit as described below:

     (a)  Surviving Spouse. If the Participant was married at the time of death,
          the Surviving Spouse may elect (unless the Surviving Spouse has
          elected to waive this benefit and receive a payment made from the
          Supplemental IARP instead) (i) a single life annuity for the Surviving
          Spouse's life which is 100% of the Actuarial Equivalent of the
          Participant's Top Management Retirement Benefit, payable as of the
          first day of the month following the date the Participant would have
          attained age 55, or (ii) an Actuarial Equivalent lump sum of the
          Participant's Top Management Retirement Benefit payable to the
          Surviving Spouse as of the first day of the month following the date
          of the Participant's death If the Surviving Spouse dies after the
          Participant but before the Top Management Retirement Benefit is paid
          or commenced to be paid to the Surviving Spouse, the Actuarial
          Equivalent shall be paid in a lump sum to the legal representative of
          such deceased Surviving Spouse; or if there shall be no such legal
          representative duly appointed and qualified within six months of the
          date of death of such deceased Surviving Spouse, then to such person
          as, at the date of the Surviving Spouse's death, would be entitled to
          share in the distribution of such deceased Surviving Spouse's personal
          estate under the provisions of the statute governing the descent of
          intestate property then in force and effect in the state of the
          deceased Surviving Spouse's residence.

     (b)  Other Beneficiary. If the Participant dies before his Top Management
          Retirement Benefit becomes payable and (1) the Participant was not
          married at the date of death or (2) the Participant is married but his
          spouse has consented to the Beneficiary designation under paragraph
          (c) below, an amount equal to the Actuarial Equivalent of the
          Participant's Top Management Retirement Benefit shall be paid to the
          Participant's designated Beneficiary as of the first day of the month
          following the date of the Participant's death.

     (c)  Consent to Designation of Beneficiary. A married Participant may elect
          at any time to designate a non-spouse Beneficiary or to revoke any
          such election at any time. An election by a Participant to designate a
          non-spouse Beneficiary shall not take effect unless the Participant's
          spouse consents in writing to such election, such consent acknowledges
          the effect of such an election and the consent is witnessed by a
          representative of the Plan or a notary public, unless the Participant
          establishes to the satisfaction of the Committee that such consent may
          not be


                                       -9-



          obtained because there is no spouse, the spouse cannot be located or
          due to other circumstances. The consent by a spouse shall be
          irrevocable and shall be effective only with respect to that spouse.

     (d)  Supplemental Individual Account Retirement Plan Benefit. A spouse (or
          other Beneficiary, if one has been designated by the Participant)
          eligible for a Top Management Retirement Benefit shall receive instead
          a benefit under the Supplemental IARP, in accordance with the terms of
          that plan if that benefit is higher.


                                       -10-



- --------------------------------------------------------------------------------
                                    ARTICLE V
                           ADMINISTRATION OF THE PLAN
- --------------------------------------------------------------------------------

     5.1 Administration by the Company. The Company, acting under the
supervision of the Compensation Committee of its Board of Directors, shall be
responsible for the general operation and administration of the Plan and for
carrying out the provisions thereof.

     5.2 General Powers of Administration. All provisions set forth in the SPX
Qualified Plan with respect to the administrative powers and duties of the
Company and procedures for filing claims shall also be applicable with respect
to the Plan. The Company shall be entitled to rely conclusively upon all tables,
valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by the
Company with respect to the Plan.


                                       -11-



- --------------------------------------------------------------------------------
                                   ARTICLE VI
                            AMENDMENT OR TERMINATION
- --------------------------------------------------------------------------------

     6.1 Amendment or Termination. The Company reserves the right, subject to
Article VIII, to amend or terminate the Plan at any time. Any such amendment or
termination shall be made pursuant to a resolution of the Board and shall be
effective as of the date of such resolution or as specified therein.

     6.2 Effect of Amendment or Termination. No amendment or termination of the
Plan shall directly or indirectly deprive any current or former Participant,
Surviving Spouse, or Beneficiary of all or any portion of any Top Management
Retirement Benefit or amount due to a Beneficiary, the payment of which has
commenced prior to the effective date of such amendment or termination, or which
is Vested at the time of such amendment or termination of the Plan. The
Compensation Committee may remove an Employee from Participation as provided in
Section 2.2 and Section 2.3.


                                       -12-



- --------------------------------------------------------------------------------
                                   ARTICLE VII
                               GENERAL PROVISIONS
- --------------------------------------------------------------------------------

     7.1 Funding. The Plan at all times shall be entirely unfunded within the
meaning of ERISA and the Code and the Company shall not be required at any time
to segregate any assets of the Company for payment of any benefits hereunder. No
Participant, Surviving Spouse, Beneficiary, or any other person shall have any
interest in any particular assets of the Company by reason of the right to
receive a benefit under the Plan and any such Participant, Surviving Spouse,
Beneficiary, or other person shall have only the rights of a general unsecured
creditor of the Company with respect to any rights under the Plan.

     7.2 General Conditions. Except as otherwise expressly provided herein, all
terms and conditions of the SPX Qualified Plan or such other plan applicable to
a SPX Qualified Plan Benefit shall also be applicable to a Top Management
Retirement Benefit. Any SPX Qualified Plan Benefit shall be paid solely in
accordance with the terms and conditions of the SPX Qualified Plan or such other
plan and nothing in this Plan shall operate or be construed in any way to
modify, amend or affect the terms and provisions of the SPX Qualified Plan or
such other plan.

     7.3 No Guaranty of Benefits. Nothing contained in the Plan shall constitute
a guaranty by the Company or any other entity or person that the assets of the
Company will be sufficient to pay any benefit hereunder.

     7.4 No Enlargement of Employee Rights. No Participant, Surviving Spouse, or
Beneficiary shall have any right to a benefit under the Plan except in
accordance with the terms of the Plan. Establishment of the Plan shall not be
construed to give any Participant the right to be retained in the service of the
Company.

     7.5 Spendthrift Provision. No interest of any person or entity in, or right
to receive a benefit under, the Plan shall be subject in any manner to sale,
transfer, assignment, pledge, attachment, garnishment, or other alienation or
encumbrance of any kind; nor may such interest or right to receive a benefit be
taken, either voluntarily or involuntarily, for the satisfaction of the debts
of, or other obligations or claims against, such person or entity, including
claims for alimony, support, separate maintenance and claims in bankruptcy
proceedings.

     7.6 Applicable Law. The Plan shall be construed and administered under the
laws of the State of North Carolina, except as preempted by ERISA.

     7.7 Automatic Cashout. Notwithstanding anything in the Plan to the
contrary, if at the time any Top Management Retirement Benefit begins the
Actuarial Equivalent lump sum is less than $100,000, the Company shall pay the
actuarial value of such benefit to the Participant,


                                       -13-



Surviving Spouse or Beneficiary in a single lump sum in lieu of any further
benefit payments hereunder.

     7.8 Incapacity of Recipient. If any person entitled to a benefit payment
under the Plan is deemed by the Company to be incapable of personally receiving
and giving a valid receipt for such payment, then, unless and until claim
therefor shall have been made by a duly appointed guardian or other legal
representative of such person, the Company may provide for such payment or any
part thereof to be made to any other person or institution then contributing
toward or providing for the care and maintenance of such person. Any such
payment shall be deemed to be a payment for the account of such person and a
complete discharge of any liability of the Company and the Plan therefor.

     7.9 Corporate Successor. The Plan shall not be automatically terminated by
a transfer or sale of assets of the Company or by the reorganization, merger or
consolidation of the Company into or with any other corporation or other entity,
but the Plan shall be continued after such transfer, sale, reorganization,
merger or consolidation only if and to the extent that the transferee, purchaser
or successor entity agrees to continue the Plan, except as set forth in Article
VIII. In the event that the Plan is not continued by the transferee, purchaser
or successor entity, then the Plan shall terminate subject to the provisions of
Section 6.2.

     7.10 Unclaimed Benefit. Each Participant shall keep the Company informed of
his current address and the current address of his spouse. The Company shall not
be obligated to search for the whereabouts of any person. If the location of a
Participant is not made known to the Company within three (3) years after the
date on which payment of the Participant's Top Management Retirement Benefit may
first be made, payment may be made as though the Participant had died at the end
of the three-year period. If, within one additional year after such three-year
period has elapsed, or, within three years after the actual death of a
Participant, the Company is unable to locate any Surviving Spouse or Beneficiary
of the Participant, then the Company shall have no further obligation to pay any
benefit hereunder to such Participant, Surviving Spouse, Beneficiary or any
other person and such benefit shall be irrevocably forfeited.

     7.11 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual acting as an
employee or agent of the Company shall be liable to any Participant, former
Participant, Surviving Spouse, Beneficiary or any other person for any claim,
loss, liability or expense incurred in connection with the Plan.

     7.12 Duties of Participants, Spouses of Participants, Beneficiaries, and
Surviving Spouses. The Participant and the spouse or Surviving Spouse of a
Participant or Beneficiary shall, as a condition of receiving benefits under
this Plan, be obligated to provide the Compensation Committee with such
information as the Compensation Committee shall require in order to calculate
benefits under this Plan.


                                       -14-



- --------------------------------------------------------------------------------
                                  ARTICLE VIII
                                CHANGE-OF-CONTROL
- --------------------------------------------------------------------------------

     8.1 Benefit Rights Upon Change-of-Control.

     (a) Notwithstanding any other provision of the Plan to the contrary, in the
event of a Change-of-Control, all Participants shall immediately become Vested
in their accrued benefits under this Plan, and the Company or any successor
shall be prohibited from amending or terminating the Plan in any manner so as to
deprive, directly or indirectly, any current or former Participant, Surviving
Spouse, or Beneficiary of all or any portion of any Top Management Retirement
Benefit which has commenced prior to the effective date of such amendment or
termination, or which would be payable if the Participant's employment
terminated for any reason, including death, on such effective date.

     (b) (i) Each Participant whose employment terminates, or (ii) in the event
that the Plan is terminated following a Change-of-Control, each current or
former Participant, Surviving Spouse, or Beneficiary shall be paid immediately a
lump sum amount. This amount shall be the Actuarial Equivalent of any benefit
the payment of which has commenced prior to the effective date of any such
termination, or which would be payable upon any termination pursuant to a
severance agreement or which would be payable if the Participant's employment
terminated on the effective date of any Plan termination. Provided, however,
that upon termination of employment with the Company, such Participant's benefit
rights under the Plan shall be determined only after taking into account the
effect of any severance agreement between the Company and the Participant (as
such severance agreement may provide additional terms and conditions with
respect to such benefit rights under the Plan).

     8.2 Definition of Change-of-Control. For purposes of this Plan, a "Change
of Control" shall have the same meaning as set forth in the SPX Corporation
Executive EVA Incentive Compensation Plan.

     8.3 Excess Parachute Payments by the Company.

     (a) Anything in this Plan to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by the Company to or for
the benefit of a Participant (whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise, but determined
without regard to any additional payments required under this Section 8.3 (a
"Payment") would be subject to the excise tax imposed by Section 4999 of the
Code or if any interest or penalties are incurred by the Participant with
respect to such excise tax (such excise tax, together with any such interest and
penalties, being hereinafter collectively referred to as the "Excise Tax"), then
the Participant shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that, after payment by the Participant of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without


                                       -15-



limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the
Participant retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment.

     (b) Subject to the provisions of paragraph (c) below, all determinations
required to be made under this Section 8.3, including whether and when a
Gross-Up Payment is required and the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by
the accounting firm which is then serving as the auditors for the Company (the
"Accounting Firm"), which shall provide detailed supporting calculations to both
the Company and the Participant within fifteen (15) business days of the receipt
of notice from the Participant that there has been a Payment, or such earlier
time as is required by the Company. In the event that the Accounting Firm is
serving as accountant or auditor for the individual, entity or group effecting
the Change of Control, the Participant shall appoint another nationally
recognized accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All
fees and expenses of the Accounting Firm shall be borne solely by the Company.
Any Gross-Up Payments, as determined pursuant to this Section 8.3 shall be paid
by the Company to the Participant within five (5) days of the receipt of the
Accounting Firm's determination. If the Accounting Firm determines that no
Excise Tax is payable by the Participant, it shall furnish the Participant with
a written opinion that failure to report the Excise Tax on the Participant's
applicable federal income tax return would not result in the imposition of a
negligence or similar penalty. Any good faith determination by the Accounting
Firm shall be binding upon the Company and the Participant. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made ("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
paragraph (c) below, and the Participant thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Company to or for the benefit of the Participant. Further, such
Underpayment shall include all interest and penalties assessed to the
Participant for the failure to report and pay the Excise Tax on Participant's
income tax return and shall place Participant in a position as if such
Underpayment and associated Excise Tax were properly reported and paid.

     (c) The Participant shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than fifteen (15) business days after the Participant
is informed in writing of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid. The
Participant shall not pay such claim prior to the expiration of the thirty
(30)-day period following the date on which Participant gives such notice to the
Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies the Participant in
writing prior to the expiration of such period that it desires to contest such
claim, the Participant shall:


                                       -16-



           (i) Give the Company any information reasonably requested by the
               Company relating to such claim,

          (ii) Take such action in connection with contesting such claim as the
               Company shall reasonably request in writing from time to time,
               including, without limitation, accepting legal representation
               with respect to such claim by an attorney reasonably selected by
               the Company,

         (iii) Cooperate with the Company in good faith in order to effectively
               contest such claim, and

          (iv) Permit the Company to participate in any proceedings relating to
               such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Participant harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provision of this
paragraph (c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings, and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Participant to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner; and the Participant agrees to prosecute such contest
to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Participant to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Participant on an interest-free basis and shall indemnify and
hold the Participant harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with respect to
such advance; and further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable year of the Participant
with respect to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company's control of the
contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Participant shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

     (d) If, after the receipt by the Participant of an amount advanced by the
Company pursuant to paragraph (c) above, the Participant becomes entitled to
receive any refund with respect to such claim, the Participant shall (subject to
the Company's complying with the requirements of said paragraph (c)) promptly
pay to the Company the amount of such refund (together with any interest paid or
credited thereon, after taxes applicable thereto). If, after the


                                       -17-



receipt by the Participant of an amount advanced by the Company pursuant to said
paragraph (c), a determination is made that the Participant shall not be
entitled to any refund with respect to such claim and the Company does not
notify the Participant in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid; and the amount
of such advance shall offset, to the extent thereof, the amount of the Gross-Up
Payment required to be paid.


                                       -18-



- --------------------------------------------------------------------------------
                                   ARTICLE IX
                               SPECIAL PROVISIONS
- --------------------------------------------------------------------------------

     The Company may determine to provide special benefits for any Participant
as set forth in separate documents which may be appended hereto. To the extent
that the Company has so determined, the Participant shall be entitled to the
benefits provided in such documents, and to the extent that there is any
inconsistency between this Plan and such document, such other document will
govern.


                                       -19-



     IN WITNESS WHEREOF, the Company has adopted this amended and restated SPX
Corporation Supplemental Retirement Plan for Top Management effective as of
January 1, 2002.

                                        SPX CORPORATION

                                        By: __________________________________

                                        Its: _________________________________


                                       -20-



                                     TABLE A

                                Actuarial Factors
                                -----------------

        SPX Corporation Supplemental Retirement Plan for Top Management

           Equivalent Benefit Payabe Under Single Life Annuity Option
                for Each $1.00 of Life Annuity Otherwise Payable


EMPLOYEE'S                                                        BENEFICIARY'S AGE
    AGE             20          21          22          23          24          25         26          27          28          29
                                                                                               
    20            1.0486      1.0469      1.0451      1.0434      1.0417      1.0400     1.0383      1.0367      1.0351      1.0336
    21            1.0524      1.0506      1.0487      1.0469      1.0451      1.0433     1.0415      1.0398      1.0381      1.0364
    22            1.0565      1.0546      1.0526      1.0507      1.0487      1.0468     1.0450      1.0431      1.0413      1.0395
    23            1.0609      1.0589      1.0568      1.0547      1.0527      1.0507     1.0487      1.0467      1.0448      1.0429
    24            1.0656      1.0635      1.0613      1.0591      1.0570      1.0548     1.0527      1.0506      1.0486      1.0465
    25            1.0707      1.0684      1.0661      1.0639      1.0616      1.0593     1.0571      1.0549      1.0527      1.0505
    26            1.0761      1.0737      1.0713      1.0689      1.0665      1.0642     1.0618      1.0594      1.0571      1.0548
    27            1.0819      1.0794      1.0769      1.0744      1.0719      1.0694     1.0668      1.0644      1.0619      1.0594
    28            1.0880      1.0855      1.0828      1.0802      1.0776      1.0749     1.0723      1.0697      1.0670      1.0644
    29            1.0946      1.0919      1.0892      1.0865      1.0837      1.0809     1.0782      1.0754      1.0726      1.0699
    30            1.1017      1.0989      1.0960      1.0932      1.0903      1.0874     1.0845      1.0816      1.0786      1.0757
    31            1.1092      1.1063      1.1033      1.1003      1.0973      1.0943     1.0912      1.0882      1.0851      1.0820
    32            1.1172      1.1142      1.1111      1.1080      1.1049      1.1017     1.0985      1.0953      1.0921      1.0888
    33            1.1257      1.1226      1.1194      1.1162      1.1129      1.1096     1.1063      1.1029      1.0995      1.0961
    34            1.1347      1.1315      1.1283      1.1249      1.1215      1.1181     1.1146      1.1111      1.1076      1.1040
    35            1.1444      1.1411      1.1377      1.1342      1.1307      1.1272     1.1235      1.1199      1.1162      1.1125
    36            1.1547      1.1513      1.1478      1.1442      1.1406      1.1369     1.1331      1.1293      1.1254      1.1215
    37            1.1656      1.1621      1.1585      1.1548      1.1510      1.1472     1.1433      1.1393      1.1353      1.1312
    38            1.1773      1.1737      1.1699      1.1661      1.1622      1.1583     1.1542      1.1501      1.1459      1.1417
    39            1.1897      1.1860      1.1821      1.1782      1.1742      1.1701     1.1659      1.1616      1.1572      1.1528
    40            1.2029      1.1991      1.1951      1.1911      1.1869      1.1827     1.1783      1.1739      1.1694      1.1648
    41            1.2170      1.2130      1.2090      1.2048      1.2005      1.1961     1.1916      1.1871      1.1824      1.1776
    42            1.2320      1.2279      1.2237      1.2194      1.2150      1.2105     1.2059      1.2011      1.1963      1.1913
    43            1.2478      1.2437      1.2394      1.2350      1.2304      1.2257     1.2210      1.2161      1.2110      1.2059
    44            1.2647      1.2604      1.2560      1.2514      1.2467      1.2419     1.2370      1.2319      1.2267      1.2214
    45            1.2825      1.2781      1.2735      1.2689      1.2640      1.2591     1.2540      1.2488      1.2434      1.2379
    46            1.3012      1.2967      1.2921      1.2873      1.2823      1.2772     1.2720      1.2666      1.2611      1.2554
    47            1.3211      1.3165      1.3117      1.3067      1.3016      1.2964     1.2910      1.2854      1.2797      1.2739
    48            1.3420      1.3373      1.3324      1.3273      1.3221      1.3167     1.3111      1.3054      1.2995      1.2934
    49            1.3641      1.3593      1.3542      1.3490      1.3436      1.3381     1.3324      1.3265      1.3204      1.3141
    50            1.3875      1.3825      1.3773      1.3720      1.3664      1.3607     1.3548      1.3488      1.3425      1.3360
    51            1.4122      1.4070      1.4017      1.3962      1.3905      1.3847     1.3786      1.3724      1.3659      1.3593
    52            1.4383      1.4330      1.4276      1.4219      1.4161      1.4100     1.4038      1.3974      1.3907      1.3838
    53            1.4659      1.4605      1.4549      1.4491      1.4431      1.4369     1.4305      1.4239      1.4170      1.4099
    54            1.4953      1.4897      1.4840      1.4780      1.4718      1.4654     1.4588      1.4520      1.4450      1.4377
    55            1.5264      1.5207      1.5148      1.5087      1.5023      1.4958     1.4890      1.4819      1.4747      1.4672
    56            1.5596      1.5538      1.5477      1.5414      1.5349      1.5281     1.5211      1.5138      1.5063      1.4986
    57            1.5950      1.5890      1.5828      1.5763      1.5695      1.5626     1.5554      1.5479      1.5402      1.5322
    58            1.6329      1.6267      1.6203      1.6136      1.6067      1.5995     1.5920      1.5843      1.5764      1.5681
    59            1.6735      1.6671      1.6605      1.6536      1.6464      1.6390     1.6314      1.6234      1.6152      1.6067
    60            1.7171      1.7105      1.7036      1.6965      1.6892      1.6815     1.6736      1.6654      1.6569      1.6481
    61            1.7639      1.7571      1.7501      1.7427      1.7351      1.7273     1.7191      1.7106      1.7018      1.6927
    62            1.8144      1.8073      1.8001      1.7925      1.7846      1.7765     1.7680      1.7593      1.7502      1.7407
    63            1.8687      1.8614      1.8539      1.8461      1.8379      1.8295     1.8208      1.8117      1.8023      1.7925
    64            1.9271      1.9196      1.9118      1.9037      1.8953      1.8866     1.8775      1.8681      1.8584      1.8482
    65            1.9900      1.9822      1.9741      1.9657      1.9570      1.9480     1.9386      1.9288      1.9187      1.9082
    66            2.0574      2.0493      2.0409      2.0322      2.0232      2.0138     2.0040      1.9939      1.9834      1.9725
    67            2.1294      2.1210      2.1123      2.1033      2.0939      2.0841     2.0740      2.0635      2.0525      2.0412
    68            2.2066      2.1979      2.1888      2.1794      2.1697      2.1595     2.1490      2.1381      2.1267      2.1149
    69            2.2900      2.2809      2.2715      2.2617      2.2516      2.2410     2.2301      2.2187      2.2068      2.1946
    70            2.3806      2.3711      2.3613      2.3511      2.3406      2.3296     2.3181      2.3062      2.2939      2.2811



                                       -21-



        SPX Corporation Supplemental Retirement Plan for Top Management

           Equivalent Benefit Payabe Under Single Life Annuity Option
                for Each $1.00 of Life Annuity Otherwise Payable


EMPLOYEE'S                                                        BENEFICIARY'S AGE
    AGE             30          31          32          33          34          35          36          37          38          39
                                                                                                
    20            1.0321      1.0306      1.0292      1.0278      1.0264      1.0251      1.0238      1.0226      1.0214      1.0203
    21            1.0348      1.0332      1.0317      1.0302      1.0287      1.0273      1.0259      1.0246      1.0233      1.0221
    22            1.0378      1.0361      1.0344      1.0328      1.0312      1.0297      1.0282      1.0267      1.0254      1.0240
    23            1.0410      1.0392      1.0374      1.0356      1.0339      1.0323      1.0307      1.0291      1.0276      1.0262
    24            1.0445      1.0426      1.0406      1.0388      1.0369      1.0351      1.0334      1.0317      1.0301      1.0285
    25            1.0483      1.0462      1.0442      1.0422      1.0402      1.0383      1.0364      1.0346      1.0328      1.0311
    26            1.0525      1.0502      1.0480      1.0459      1.0438      1.0417      1.0397      1.0377      1.0358      1.0340
    27            1.0570      1.0546      1.0522      1.0499      1.0476      1.0454      1.0433      1.0411      1.0391      1.0371
    28            1.0619      1.0593      1.0568      1.0543      1.0519      1.0495      1.0472      1.0449      1.0427      1.0405
    29            1.0671      1.0644      1.0617      1.0591      1.0565      1.0539      1.0514      1.0490      1.0466      1.0443
    30            1.0728      1.0700      1.0671      1.0643      1.0615      1.0588      1.0561      1.0534      1.0509      1.0484
    31            1.0790      1.0759      1.0729      1.0699      1.0669      1.0640      1.0611      1.0583      1.0556      1.0528
    32            1.0856      1.0824      1.0792      1.0760      1.0728      1.0697      1.0667      1.0636      1.0607      1.0578
    33            1.0927      1.0893      1.0860      1.0826      1.0792      1.0759      1.0726      1.0694      1.0662      1.0631
    34            1.1004      1.0969      1.0933      1.0897      1.0862      1.0826      1.0791      1.0757      1.0723      1.0689
    35            1.1087      1.1049      1.1012      1.0974      1.0936      1.0899      1.0862      1.0825      1.0789      1.0753
    36            1.1176      1.1136      1.1097      1.1057      1.1017      1.0978      1.0938      1.0899      1.0860      1.0822
    37            1.1271      1.1230      1.1188      1.1146      1.1104      1.1063      1.1021      1.0979      1.0938      1.0897
    38            1.1374      1.1330      1.1287      1.1243      1.1199      1.1154      1.1110      1.1066      1.1023      1.0979
    39            1.1484      1.1438      1.1392      1.1346      1.1300      1.1253      1.1207      1.1160      1.1114      1.1068
    40            1.1601      1.1554      1.1506      1.1458      1.1409      1.1360      1.1311      1.1262      1.1213      1.1164
    41            1.1728      1.1678      1.1628      1.1578      1.1527      1.1475      1.1424      1.1372      1.1320      1.1268
    42            1.1863      1.1811      1.1759      1.1707      1.1653      1.1599      1.1545      1.1490      1.1436      1.1381
    43            1.2007      1.1953      1.1899      1.1844      1.1788      1.1732      1.1675      1.1618      1.1560      1.1502
    44            1.2160      1.2105      1.2048      1.1991      1.1933      1.1874      1.1814      1.1754      1.1693      1.1632
    45            1.2323      1.2265      1.2207      1.2147      1.2086      1.2025      1.1962      1.1899      1.1836      1.1772
    46            1.2496      1.2436      1.2375      1.2313      1.2250      1.2186      1.2121      1.2054      1.1988      1.1920
    47            1.2678      1.2617      1.2554      1.2489      1.2424      1.2357      1.2289      1.2220      1.2150      1.2079
    48            1.2872      1.2808      1.2743      1.2676      1.2608      1.2538      1.2467      1.2395      1.2322      1.2248
    49            1.3077      1.3011      1.2944      1.2874      1.2803      1.2731      1.2657      1.2582      1.2506      1.2428
    50            1.3294      1.3226      1.3156      1.3084      1.3011      1.2936      1.2859      1.2781      1.2701      1.2620
    51            1.3524      1.3454      1.3381      1.3307      1.3231      1.3153      1.3073      1.2992      1.2909      1.2824
    52            1.3768      1.3695      1.3620      1.3543      1.3465      1.3384      1.3301      1.3216      1.3130      1.3042
    53            1.4027      1.3951      1.3874      1.3795      1.3713      1.3629      1.3543      1.3455      1.3365      1.3274
    54            1.4301      1.4224      1.4144      1.4062      1.3977      1.3890      1.3801      1.3710      1.3617      1.3521
    55            1.4594      1.4514      1.4431      1.4346      1.4259      1.4169      1.4077      1.3982      1.3885      1.3785
    56            1.4906      1.4823      1.4738      1.4650      1.4560      1.4466      1.4371      1.4272      1.4172      1.4068
    57            1.5239      1.5154      1.5066      1.4975      1.4881      1.4785      1.4685      1.4583      1.4479      1.4371
    58            1.5596      1.5508      1.5417      1.5323      1.5226      1.5126      1.5023      1.4917      1.4808      1.4697
    59            1.5979      1.5887      1.5793      1.5696      1.5596      1.5492      1.5385      1.5276      1.5163      1.5047
    60            1.6390      1.6296      1.6198      1.6098      1.5994      1.5886      1.5776      1.5662      1.5544      1.5424
    61            1.6833      1.6735      1.6634      1.6530      1.6422      1.6311      1.6196      1.6078      1.5956      1.5830
    62            1.7310      1.7209      1.7104      1.6996      1.6884      1.6769      1.6650      1.6527      1.6400      1.6270
    63            1.7824      1.7719      1.7611      1.7499      1.7383      1.7263      1.7139      1.7011      1.6879      1.6743
    64            1.8378      1.8269      1.8156      1.8040      1.7919      1.7795      1.7666      1.7533      1.7396      1.7255
    65            1.8973      1.8860      1.8743      1.8622      1.8497      1.8368      1.8234      1.8095      1.7952      1.7805
    66            1.9612      1.9495      1.9373      1.9247      1.9117      1.8982      1.8843      1.8699      1.8550      1.8396
    67            2.0295      2.0173      2.0046      1.9915      1.9780      1.9640      1.9494      1.9344      1.9189      1.9029
    68            2.1027      2.0900      2.0768      2.0632      2.0491      2.0345      2.0193      2.0037      1.9875      1.9708
    69            2.1818      2.1686      2.1549      2.1407      2.1260      2.1107      2.0949      2.0786      2.0617      2.0442
    70            2.2678      2.2540      2.2397      2.2249      2.2095      2.1936      2.1771      2.1600      2.1423      2.1241



                                      -22-




        SPX Corporation Supplemental Retirement Plan for Top Management

           Equivalent Benefit Payabe Under Single Life Annuity Option
                for Each $1.00 of Life Annuity Otherwise Payable


EMPLOYEE'S                                                        BENEFICIARY'S AGE
    AGE             40          41          42          43          44          45          46         47          48          49
                                                                                               
    20            1.0192      1.0182      1.0172      1.0162      1.0153      1.0144      1.0136     1.0128      1.0120      1.0113
    21            1.0209      1.0198      1.0187      1.0176      1.0166      1.0156      1.0147     1.0139      1.0130      1.0122
    22            1.0227      1.0215      1.0203      1.0192      1.0181      1.0170      1.0160     1.0151      1.0141      1.0133
    23            1.0248      1.0234      1.0221      1.0209      1.0197      1.0185      1.0174     1.0164      1.0154      1.0144
    24            1.0270      1.0255      1.0241      1.0228      1.0215      1.0202      1.0190     1.0179      1.0168      1.0157
    25            1.0295      1.0279      1.0263      1.0249      1.0234      1.0221      1.0208     1.0195      1.0183      1.0172
    26            1.0322      1.0304      1.0288      1.0272      1.0256      1.0241      1.0227     1.0213      1.0200      1.0188
    27            1.0351      1.0333      1.0315      1.0297      1.0280      1.0264      1.0248     1.0233      1.0219      1.0206
    28            1.0384      1.0364      1.0344      1.0325      1.0307      1.0289      1.0272     1.0256      1.0240      1.0225
    29            1.0420      1.0398      1.0377      1.0356      1.0336      1.0317      1.0298     1.0280      1.0263      1.0247
    30            1.0459      1.0435      1.0412      1.0390      1.0368      1.0347      1.0327     1.0308      1.0289      1.0271
    31            1.0502      1.0476      1.0451      1.0427      1.0404      1.0381      1.0359     1.0338      1.0318      1.0298
    32            1.0549      1.0521      1.0494      1.0468      1.0443      1.0418      1.0394     1.0371      1.0349      1.0328
    33            1.0600      1.0571      1.0541      1.0513      1.0486      1.0459      1.0433     1.0408      1.0384      1.0361
    34            1.0657      1.0624      1.0593      1.0562      1.0533      1.0504      1.0476     1.0448      1.0422      1.0397
    35            1.0718      1.0683      1.0649      1.0616      1.0584      1.0553      1.0523     1.0493      1.0465      1.0437
    36            1.0785      1.0748      1.0711      1.0676      1.0641      1.0607      1.0574     1.0542      1.0511      1.0481
    37            1.0857      1.0818      1.0779      1.0740      1.0703      1.0666      1.0631     1.0596      1.0563      1.0530
    38            1.0936      1.0894      1.0852      1.0811      1.0771      1.0731      1.0693     1.0655      1.0619      1.0584
    39            1.1022      1.0977      1.0932      1.0888      1.0845      1.0803      1.0761     1.0721      1.0681      1.0643
    40            1.1115      1.1067      1.1019      1.0972      1.0926      1.0880      1.0836     1.0792      1.0750      1.0708
    41            1.1217      1.1165      1.1114      1.1064      1.1014      1.0966      1.0918     1.0871      1.0825      1.0780
    42            1.1326      1.1272      1.1218      1.1164      1.1111      1.1058      1.1007     1.0956      1.0907      1.0858
    43            1.1444      1.1386      1.1329      1.1272      1.1215      1.1159      1.1104     1.1050      1.0996      1.0944
    44            1.1571      1.1510      1.1449      1.1388      1.1328      1.1268      1.1209     1.1151      1.1093      1.1037
    45            1.1707      1.1642      1.1578      1.1513      1.1449      1.1385      1.1322     1.1260      1.1198      1.1138
    46            1.1852      1.1784      1.1716      1.1648      1.1580      1.1512      1.1444     1.1378      1.1312      1.1247
    47            1.2008      1.1936      1.1864      1.1792      1.1719      1.1647      1.1576     1.1505      1.1434      1.1365
    48            1.2173      1.2098      1.2022      1.1946      1.1869      1.1793      1.1717     1.1641      1.1566      1.1492
    49            1.2350      1.2271      1.2191      1.2110      1.2030      1.1949      1.1868     1.1788      1.1708      1.1628
    50            1.2538      1.2455      1.2371      1.2286      1.2201      1.2116      1.2030     1.1945      1.1860      1.1775
    51            1.2739      1.2651      1.2563      1.2474      1.2385      1.2295      1.2204     1.2114      1.2023      1.1933
    52            1.2952      1.2861      1.2769      1.2676      1.2581      1.2486      1.2391     1.2295      1.2199      1.2104
    53            1.3180      1.3085      1.2989      1.2891      1.2792      1.2692      1.2591     1.2490      1.2389      1.2287
    54            1.3424      1.3324      1.3223      1.3121      1.3017      1.2912      1.2806     1.2699      1.2592      1.2485
    55            1.3684      1.3580      1.3475      1.3368      1.3259      1.3148      1.3037     1.2925      1.2811      1.2698
    56            1.3963      1.3855      1.3744      1.3632      1.3518      1.3403      1.3285     1.3167      1.3048      1.2928
    57            1.4261      1.4149      1.4034      1.3917      1.3797      1.3676      1.3553     1.3429      1.3303      1.3176
    58            1.4582      1.4465      1.4345      1.4223      1.4098      1.3971      1.3842     1.3711      1.3579      1.3445
    59            1.4928      1.4805      1.4680      1.4553      1.4422      1.4289      1.4154     1.4017      1.3878      1.3737
    60            1.5300      1.5173      1.5042      1.4909      1.4773      1.4634      1.4492     1.4348      1.4202      1.4053
    61            1.5701      1.5569      1.5433      1.5294      1.5151      1.5006      1.4857     1.4706      1.4553      1.4397
    62            1.6135      1.5997      1.5855      1.5710      1.5561      1.5409      1.5254     1.5095      1.4934      1.4770
    63            1.6604      1.6460      1.6312      1.6160      1.6004      1.5845      1.5682     1.5516      1.5347      1.5174
    64            1.7109      1.6959      1.6804      1.6646      1.6483      1.6317      1.6146     1.5972      1.5794      1.5613
    65            1.7653      1.7496      1.7335      1.7170      1.7000      1.6825      1.6647     1.6464      1.6277      1.6087
    66            1.8238      1.8074      1.7906      1.7733      1.7555      1.7373      1.7185     1.6994      1.6798      1.6598
    67            1.8863      1.8693      1.8517      1.8336      1.8150      1.7959      1.7763     1.7562      1.7356      1.7146
    68            1.9535      1.9357      1.9173      1.8984      1.8790      1.8589      1.8384     1.8173      1.7957      1.7736
    69            2.0262      2.0076      1.9883      1.9685      1.9482      1.9272      1.9057     1.8836      1.8609      1.8377
    70            2.1052      2.0857      2.0656      2.0449      2.0235      2.0015      1.9789     1.9557      1.9319      1.9074



                                      -23-



        SPX Corporation Supplemental Retirement Plan for Top Management

           Equivalent Benefit Payabe Under Single Life Annuity Option
                for Each $1.00 of Life Annuity Otherwise Payable


EMPLOYEE'S                                                        BENEFICIARY'S AGE
    AGE             50          51          52          53          54          55          56         57          58          59
                                                                                               
    20            1.0106      1.0099      1.0093      1.0087      1.0081      1.0076      1.0071     1.0066      1.0062      1.0057
    21            1.0115      1.0107      1.0100      1.0094      1.0088      1.0082      1.0076     1.0071      1.0066      1.0061
    22            1.0124      1.0116      1.0109      1.0102      1.0095      1.0089      1.0083     1.0077      1.0071      1.0066
    23            1.0135      1.0127      1.0118      1.0111      1.0103      1.0096      1.0089     1.0083      1.0077      1.0072
    24            1.0147      1.0138      1.0129      1.0120      1.0112      1.0104      1.0097     1.0090      1.0084      1.0078
    25            1.0161      1.0150      1.0141      1.0131      1.0122      1.0114      1.0106     1.0098      1.0091      1.0084
    26            1.0176      1.0164      1.0154      1.0143      1.0133      1.0124      1.0115     1.0107      1.0099      1.0092
    27            1.0192      1.0180      1.0168      1.0157      1.0146      1.0136      1.0126     1.0117      1.0108      1.0100
    28            1.0211      1.0197      1.0184      1.0172      1.0160      1.0149      1.0138     1.0128      1.0119      1.0110
    29            1.0231      1.0217      1.0202      1.0189      1.0176      1.0163      1.0152     1.0141      1.0130      1.0120
    30            1.0254      1.0238      1.0222      1.0207      1.0193      1.0180      1.0167     1.0155      1.0143      1.0132
    31            1.0279      1.0262      1.0244      1.0228      1.0213      1.0198      1.0184     1.0170      1.0158      1.0146
    32            1.0307      1.0288      1.0269      1.0251      1.0234      1.0218      1.0202     1.0188      1.0174      1.0160
    33            1.0338      1.0317      1.0296      1.0277      1.0258      1.0240      1.0223     1.0207      1.0192      1.0177
    34            1.0373      1.0349      1.0327      1.0305      1.0285      1.0265      1.0247     1.0229      1.0212      1.0196
    35            1.0411      1.0385      1.0361      1.0337      1.0315      1.0293      1.0273     1.0253      1.0234      1.0217
    36            1.0452      1.0425      1.0398      1.0372      1.0347      1.0324      1.0301     1.0280      1.0260      1.0240
    37            1.0499      1.0468      1.0439      1.0411      1.0384      1.0358      1.0334     1.0310      1.0288      1.0266
    38            1.0550      1.0517      1.0485      1.0454      1.0425      1.0396      1.0369     1.0344      1.0319      1.0295
    39            1.0606      1.0570      1.0535      1.0502      1.0470      1.0439      1.0409     1.0381      1.0354      1.0328
    40            1.0668      1.0629      1.0591      1.0555      1.0520      1.0486      1.0453     1.0422      1.0393      1.0364
    41            1.0736      1.0694      1.0653      1.0613      1.0575      1.0538      1.0502     1.0468      1.0436      1.0405
    42            1.0811      1.0765      1.0721      1.0677      1.0636      1.0595      1.0557     1.0519      1.0484      1.0450
    43            1.0893      1.0843      1.0795      1.0748      1.0703      1.0659      1.0616     1.0576      1.0536      1.0499
    44            1.0982      1.0928      1.0876      1.0825      1.0776      1.0728      1.0682     1.0637      1.0594      1.0553
    45            1.1079      1.1021      1.0964      1.0909      1.0855      1.0803      1.0753     1.0704      1.0658      1.0613
    46            1.1183      1.1121      1.1060      1.1000      1.0942      1.0885      1.0831     1.0778      1.0727      1.0678
    47            1.1296      1.1229      1.1163      1.1099      1.1036      1.0975      1.0915     1.0858      1.0802      1.0749
    48            1.1418      1.1346      1.1275      1.1206      1.1138      1.1071      1.1007     1.0944      1.0884      1.0826
    49            1.1550      1.1472      1.1396      1.1321      1.1248      1.1176      1.1107     1.1039      1.0973      1.0910
    50            1.1691      1.1609      1.1527      1.1446      1.1367      1.1290      1.1215     1.1141      1.1070      1.1001
    51            1.1844      1.1756      1.1668      1.1582      1.1497      1.1413      1.1332     1.1252      1.1175      1.1100
    52            1.2009      1.1914      1.1821      1.1728      1.1637      1.1547      1.1459     1.1374      1.1290      1.1209
    53            1.2186      1.2085      1.1985      1.1886      1.1789      1.1692      1.1598     1.1505      1.1415      1.1327
    54            1.2377      1.2270      1.2164      1.2058      1.1953      1.1850      1.1748     1.1649      1.1551      1.1456
    55            1.2584      1.2470      1.2357      1.2244      1.2132      1.2021      1.1912     1.1805      1.1700      1.1597
    56            1.2807      1.2687      1.2566      1.2446      1.2326      1.2208      1.2091     1.1976      1.1862      1.1751
    57            1.3049      1.2921      1.2793      1.2665      1.2538      1.2411      1.2286     1.2162      1.2040      1.1921
    58            1.3311      1.3175      1.3040      1.2904      1.2768      1.2633      1.2499     1.2366      1.2235      1.2107
    59            1.3595      1.3452      1.3308      1.3164      1.3019      1.2875      1.2732     1.2590      1.2449      1.2311
    60            1.3903      1.3752      1.3600      1.3447      1.3294      1.3140      1.2987     1.2835      1.2684      1.2536
    61            1.4239      1.4079      1.3918      1.3756      1.3593      1.3430      1.3267     1.3104      1.2943      1.2783
    62            1.4603      1.4435      1.4264      1.4093      1.3920      1.3746      1.3572     1.3399      1.3226      1.3055
    63            1.4999      1.4821      1.4641      1.4460      1.4276      1.4092      1.3907     1.3722      1.3537      1.3354
    64            1.5428      1.5241      1.5051      1.4859      1.4664      1.4468      1.4272     1.4074      1.3877      1.3681
    65            1.5892      1.5695      1.5495      1.5291      1.5086      1.4878      1.4669     1.4459      1.4249      1.4039
    66            1.6393      1.6185      1.5974      1.5759      1.5541      1.5321      1.5099     1.4876      1.4652      1.4428
    67            1.6931      1.6712      1.6489      1.6262      1.6032      1.5799      1.5564     1.5326      1.5088      1.4849
    68            1.7510      1.7280      1.7045      1.6806      1.6562      1.6316      1.6066     1.5814      1.5560      1.5305
    69            1.8139      1.7896      1.7649      1.7396      1.7139      1.6878      1.6613     1.6345      1.6075      1.5804
    70            1.8824      1.8569      1.8307      1.8041      1.7769      1.7493      1.7212     1.6928      1.6641      1.6352



                                      -24-




        SPX Corporation Supplemental Retirement Plan for Top Management

           Equivalent Benefit Payabe Under Single Life Annuity Option
                for Each $1.00 of Life Annuity Otherwise Payable


EMPLOYEE'S                                                        BENEFICIARY'S AGE
    AGE             60          61          62          63          64          65          66         67          68          69
                                                                                               
    20            1.0053      1.0049      1.0046      1.0042      1.0039      1.0036      1.0033     1.0031      1.0028      1.0026
    21            1.0057      1.0053      1.0049      1.0045      1.0042      1.0039      1.0036     1.0033      1.0030      1.0027
    22            1.0061      1.0057      1.0053      1.0049      1.0045      1.0041      1.0038     1.0035      1.0032      1.0029
    23            1.0066      1.0061      1.0057      1.0052      1.0048      1.0044      1.0041     1.0037      1.0034      1.0031
    24            1.0072      1.0066      1.0061      1.0056      1.0052      1.0048      1.0044     1.0040      1.0037      1.0033
    25            1.0078      1.0072      1.0066      1.0061      1.0056      1.0052      1.0047     1.0043      1.0040      1.0036
    26            1.0085      1.0078      1.0072      1.0066      1.0061      1.0056      1.0051     1.0047      1.0043      1.0039
    27            1.0093      1.0085      1.0079      1.0072      1.0066      1.0061      1.0056     1.0051      1.0046      1.0042
    28            1.0101      1.0093      1.0086      1.0079      1.0072      1.0066      1.0061     1.0055      1.0050      1.0046
    29            1.0111      1.0102      1.0094      1.0086      1.0079      1.0072      1.0066     1.0060      1.0055      1.0050
    30            1.0122      1.0112      1.0103      1.0095      1.0087      1.0079      1.0072     1.0066      1.0060      1.0054
    31            1.0134      1.0124      1.0114      1.0104      1.0095      1.0087      1.0080     1.0073      1.0066      1.0060
    32            1.0148      1.0136      1.0125      1.0115      1.0105      1.0096      1.0088     1.0080      1.0073      1.0066
    33            1.0163      1.0151      1.0138      1.0127      1.0116      1.0106      1.0097     1.0088      1.0080      1.0072
    34            1.0181      1.0166      1.0153      1.0140      1.0129      1.0118      1.0107     1.0097      1.0088      1.0080
    35            1.0200      1.0184      1.0170      1.0156      1.0143      1.0130      1.0119     1.0108      1.0098      1.0089
    36            1.0222      1.0204      1.0188      1.0173      1.0158      1.0145      1.0132     1.0120      1.0109      1.0099
    37            1.0246      1.0227      1.0209      1.0192      1.0176      1.0161      1.0147     1.0134      1.0121      1.0110
    38            1.0273      1.0252      1.0232      1.0213      1.0196      1.0179      1.0164     1.0149      1.0135      1.0123
    39            1.0303      1.0280      1.0258      1.0238      1.0218      1.0200      1.0182     1.0166      1.0151      1.0137
    40            1.0337      1.0312      1.0288      1.0265      1.0243      1.0223      1.0204     1.0186      1.0169      1.0153
    41            1.0375      1.0347      1.0320      1.0295      1.0271      1.0249      1.0228     1.0208      1.0189      1.0172
    42            1.0417      1.0386      1.0357      1.0329      1.0303      1.0278      1.0254     1.0232      1.0212      1.0193
    43            1.0463      1.0429      1.0397      1.0366      1.0337      1.0310      1.0284     1.0260      1.0237      1.0216
    44            1.0514      1.0477      1.0441      1.0408      1.0376      1.0346      1.0317     1.0290      1.0265      1.0241
    45            1.0570      1.0529      1.0490      1.0453      1.0418      1.0385      1.0353     1.0324      1.0296      1.0269
    46            1.0631      1.0586      1.0543      1.0503      1.0464      1.0427      1.0393     1.0360      1.0329      1.0300
    47            1.0697      1.0648      1.0602      1.0557      1.0514      1.0474      1.0436     1.0400      1.0366      1.0334
    48            1.0770      1.0716      1.0665      1.0616      1.0569      1.0525      1.0483     1.0444      1.0406      1.0371
    49            1.0849      1.0790      1.0734      1.0680      1.0629      1.0581      1.0535     1.0491      1.0450      1.0411
    50            1.0935      1.0871      1.0809      1.0751      1.0695      1.0642      1.0591     1.0543      1.0498      1.0455
    51            1.1028      1.0959      1.0892      1.0828      1.0766      1.0708      1.0653     1.0600      1.0550      1.0503
    52            1.1130      1.1054      1.0982      1.0912      1.0845      1.0781      1.0720     1.0663      1.0608      1.0556
    53            1.1242      1.1159      1.1080      1.1004      1.0931      1.0861      1.0794     1.0731      1.0671      1.0614
    54            1.1364      1.1274      1.1188      1.1105      1.1025      1.0949      1.0876     1.0807      1.0741      1.0678
    55            1.1497      1.1400      1.1306      1.1216      1.1129      1.1046      1.0966     1.0890      1.0818      1.0749
    56            1.1643      1.1538      1.1436      1.1338      1.1243      1.1152      1.1065     1.0982      1.0903      1.0828
    57            1.1804      1.1690      1.1580      1.1473      1.1370      1.1271      1.1175     1.1084      1.0997      1.0915
    58            1.1981      1.1858      1.1738      1.1622      1.1510      1.1402      1.1298     1.1198      1.1103      1.1012
    59            1.2175      1.2042      1.1913      1.1787      1.1665      1.1547      1.1434     1.1325      1.1221      1.1121
    60            1.2390      1.2246      1.2106      1.1970      1.1837      1.1709      1.1585     1.1466      1.1352      1.1243
    61            1.2626      1.2471      1.2320      1.2172      1.2028      1.1889      1.1754     1.1624      1.1499      1.1380
    62            1.2886      1.2720      1.2556      1.2396      1.2241      1.2089      1.1942     1.1800      1.1664      1.1533
    63            1.3172      1.2993      1.2817      1.2644      1.2475      1.2311      1.2151     1.1997      1.1847      1.1704
    64            1.3487      1.3294      1.3104      1.2918      1.2735      1.2557      1.2383     1.2215      1.2051      1.1894
    65            1.3830      1.3623      1.3419      1.3218      1.3021      1.2827      1.2639     1.2456      1.2278      1.2106
    66            1.4204      1.3983      1.3763      1.3547      1.3334      1.3125      1.2920     1.2721      1.2527      1.2340
    67            1.4610      1.4373      1.4137      1.3904      1.3674      1.3449      1.3227     1.3011      1.2801      1.2596
    68            1.5050      1.4796      1.4544      1.4294      1.4046      1.3803      1.3564     1.3329      1.3101      1.2878
    69            1.5532      1.5261      1.4990      1.4722      1.4456      1.4193      1.3935     1.3681      1.3433      1.3191
    70            1.6062      1.5772      1.5482      1.5194      1.4908      1.4625      1.4346     1.4072      1.3803      1.3540



                                      -25-



        SPX Corporation Supplemental Retirement Plan for Top Management

           Equivalent Benefit Payabe Under Single Life Annuity Option
                for Each $1.00 of Life Annuity Otherwise Payable


EMPLOYEE'S                                                        BENEFICIARY'S AGE
    AGE             70          71          72          73          74          75          76         77          78          79
                                                                                               
    20            1.0024      1.0022      1.0020      1.0018      1.0016      1.0015      1.0013     1.0012      1.0011      1.0010
    21            1.0025      1.0023      1.0021      1.0019      1.0017      1.0016      1.0014     1.0013      1.0012      1.0011
    22            1.0027      1.0024      1.0022      1.0020      1.0018      1.0017      1.0015     1.0014      1.0012      1.0011
    23            1.0028      1.0026      1.0024      1.0021      1.0019      1.0018      1.0016     1.0014      1.0013      1.0012
    24            1.0030      1.0028      1.0025      1.0023      1.0021      1.0019      1.0017     1.0015      1.0014      1.0013
    25            1.0033      1.0030      1.0027      1.0024      1.0022      1.0020      1.0018     1.0016      1.0015      1.0013
    26            1.0035      1.0032      1.0029      1.0026      1.0024      1.0022      1.0019     1.0018      1.0016      1.0014
    27            1.0038      1.0035      1.0031      1.0028      1.0026      1.0023      1.0021     1.0019      1.0017      1.0015
    28            1.0041      1.0038      1.0034      1.0031      1.0028      1.0025      1.0023     1.0020      1.0018      1.0016
    29            1.0045      1.0041      1.0037      1.0033      1.0030      1.0027      1.0024     1.0022      1.0020      1.0018
    30            1.0049      1.0045      1.0040      1.0036      1.0033      1.0029      1.0027     1.0024      1.0021      1.0019
    31            1.0054      1.0049      1.0044      1.0040      1.0036      1.0032      1.0029     1.0026      1.0023      1.0021
    32            1.0059      1.0054      1.0048      1.0044      1.0039      1.0035      1.0032     1.0028      1.0025      1.0023
    33            1.0065      1.0059      1.0053      1.0048      1.0043      1.0039      1.0035     1.0031      1.0028      1.0025
    34            1.0072      1.0065      1.0059      1.0053      1.0047      1.0043      1.0038     1.0034      1.0031      1.0027
    35            1.0080      1.0072      1.0065      1.0059      1.0053      1.0047      1.0042     1.0038      1.0034      1.0030
    36            1.0089      1.0080      1.0072      1.0065      1.0058      1.0052      1.0047     1.0042      1.0037      1.0033
    37            1.0099      1.0090      1.0081      1.0072      1.0065      1.0058      1.0052     1.0047      1.0042      1.0037
    38            1.0111      1.0100      1.0090      1.0081      1.0073      1.0065      1.0058     1.0052      1.0047      1.0041
    39            1.0124      1.0112      1.0101      1.0091      1.0081      1.0073      1.0065     1.0058      1.0052      1.0046
    40            1.0139      1.0125      1.0113      1.0102      1.0091      1.0082      1.0073     1.0066      1.0059      1.0052
    41            1.0156      1.0141      1.0127      1.0114      1.0103      1.0092      1.0083     1.0074      1.0066      1.0059
    42            1.0175      1.0158      1.0143      1.0128      1.0116      1.0104      1.0093     1.0084      1.0075      1.0067
    43            1.0196      1.0177      1.0160      1.0144      1.0130      1.0117      1.0105     1.0094      1.0085      1.0076
    44            1.0219      1.0199      1.0180      1.0162      1.0146      1.0132      1.0118     1.0106      1.0095      1.0085
    45            1.0245      1.0222      1.0201      1.0182      1.0164      1.0148      1.0133     1.0120      1.0107      1.0096
    46            1.0273      1.0248      1.0225      1.0203      1.0184      1.0166      1.0149     1.0134      1.0121      1.0108
    47            1.0304      1.0276      1.0250      1.0227      1.0205      1.0185      1.0167     1.0150      1.0135      1.0121
    48            1.0338      1.0307      1.0279      1.0252      1.0228      1.0206      1.0186     1.0168      1.0151      1.0136
    49            1.0375      1.0341      1.0309      1.0280      1.0254      1.0229      1.0207     1.0187      1.0168      1.0151
    50            1.0415      1.0378      1.0343      1.0311      1.0282      1.0255      1.0230     1.0207      1.0187      1.0168
    51            1.0459      1.0418      1.0380      1.0345      1.0312      1.0282      1.0255     1.0230      1.0207      1.0187
    52            1.0508      1.0462      1.0420      1.0381      1.0346      1.0313      1.0283     1.0255      1.0230      1.0207
    53            1.0561      1.0511      1.0465      1.0422      1.0382      1.0346      1.0313     1.0282      1.0254      1.0229
    54            1.0620      1.0565      1.0514      1.0466      1.0423      1.0383      1.0346     1.0312      1.0282      1.0254
    55            1.0685      1.0624      1.0568      1.0516      1.0468      1.0424      1.0383     1.0346      1.0312      1.0281
    56            1.0757      1.0690      1.0628      1.0571      1.0518      1.0469      1.0424     1.0383      1.0345      1.0311
    57            1.0837      1.0763      1.0695      1.0632      1.0574      1.0520      1.0470     1.0425      1.0383      1.0345
    58            1.0926      1.0846      1.0771      1.0701      1.0636      1.0577      1.0522     1.0471      1.0425      1.0383
    59            1.1027      1.0938      1.0855      1.0778      1.0707      1.0641      1.0580     1.0524      1.0473      1.0426
    60            1.1139      1.1042      1.0950      1.0865      1.0786      1.0714      1.0646     1.0584      1.0528      1.0476
    61            1.1266      1.1158      1.1058      1.0964      1.0877      1.0796      1.0721     1.0653      1.0589      1.0532
    62            1.1408      1.1289      1.1178      1.1075      1.0978      1.0889      1.0806     1.0730      1.0660      1.0596
    63            1.1567      1.1436      1.1314      1.1200      1.1093      1.0994      1.0903     1.0818      1.0740      1.0668
    64            1.1744      1.1601      1.1466      1.1340      1.1223      1.1113      1.1011     1.0917      1.0831      1.0751
    65            1.1941      1.1784      1.1636      1.1497      1.1367      1.1246      1.1134     1.1029      1.0933      1.0844
    66            1.2160      1.1987      1.1825      1.1672      1.1529      1.1395      1.1270     1.1154      1.1047      1.0949
    67            1.2399      1.2211      1.2032      1.1864      1.1707      1.1559      1.1421     1.1293      1.1174      1.1065
    68            1.2663      1.2457      1.2262      1.2077      1.1904      1.1741      1.1589     1.1448      1.1316      1.1194
    69            1.2957      1.2732      1.2518      1.2316      1.2125      1.1946      1.1778     1.1621      1.1476      1.1341
    70            1.3285      1.3039      1.2805      1.2583      1.2374      1.2177      1.1992     1.1819      1.1657      1.1507



                                      -26-



        SPX Corporation Supplemental Retirement Plan for Top Management

           Equivalent Benefit Payabe Under Single Life Annuity Option
                for Each $1.00 of Life Annuity Otherwise Payable


EMPLOYEE'S                                                        BENEFICIARY'S AGE
    AGE             80          81          82          83          84          85          86         87          88          89
                                                                                               
    20            1.0009      1.0008      1.0007      1.0007      1.0006      1.0005      1.0005     1.0004      1.0004      1.0003
    21            1.0009      1.0009      1.0008      1.0007      1.0006      1.0006      1.0005     1.0004      1.0004      1.0004
    22            1.0010      1.0009      1.0008      1.0007      1.0007      1.0006      1.0005     1.0005      1.0004      1.0004
    23            1.0011      1.0010      1.0009      1.0008      1.0007      1.0006      1.0006     1.0005      1.0004      1.0004
    24            1.0011      1.0010      1.0009      1.0008      1.0007      1.0007      1.0006     1.0005      1.0005      1.0004
    25            1.0012      1.0011      1.0010      1.0009      1.0008      1.0007      1.0006     1.0006      1.0005      1.0004
    26            1.0013      1.0012      1.0010      1.0009      1.0008      1.0007      1.0007     1.0006      1.0005      1.0005
    27            1.0014      1.0012      1.0011      1.0010      1.0009      1.0008      1.0007     1.0006      1.0006      1.0005
    28            1.0015      1.0013      1.0012      1.0011      1.0010      1.0009      1.0008     1.0007      1.0006      1.0005
    29            1.0016      1.0014      1.0013      1.0011      1.0010      1.0009      1.0008     1.0007      1.0006      1.0006
    30            1.0017      1.0015      1.0014      1.0012      1.0011      1.0010      1.0009     1.0008      1.0007      1.0006
    31            1.0019      1.0017      1.0015      1.0013      1.0012      1.0011      1.0009     1.0008      1.0007      1.0007
    32            1.0020      1.0018      1.0016      1.0015      1.0013      1.0012      1.0010     1.0009      1.0008      1.0007
    33            1.0022      1.0020      1.0018      1.0016      1.0014      1.0013      1.0011     1.0010      1.0009      1.0008
    34            1.0024      1.0022      1.0019      1.0017      1.0015      1.0014      1.0012     1.0011      1.0010      1.0008
    35            1.0027      1.0024      1.0021      1.0019      1.0017      1.0015      1.0013     1.0012      1.0010      1.0009
    36            1.0030      1.0027      1.0024      1.0021      1.0019      1.0017      1.0015     1.0013      1.0011      1.0010
    37            1.0033      1.0029      1.0026      1.0023      1.0021      1.0018      1.0016     1.0014      1.0013      1.0011
    38            1.0037      1.0033      1.0029      1.0026      1.0023      1.0020      1.0018     1.0016      1.0014      1.0012
    39            1.0041      1.0037      1.0033      1.0029      1.0026      1.0023      1.0020     1.0018      1.0016      1.0014
    40            1.0047      1.0041      1.0037      1.0033      1.0029      1.0026      1.0023     1.0020      1.0018      1.0015
    41            1.0053      1.0047      1.0042      1.0037      1.0033      1.0029      1.0026     1.0023      1.0020      1.0017
    42            1.0060      1.0053      1.0047      1.0042      1.0037      1.0033      1.0029     1.0026      1.0023      1.0020
    43            1.0068      1.0060      1.0054      1.0048      1.0042      1.0038      1.0033     1.0029      1.0026      1.0023
    44            1.0076      1.0068      1.0061      1.0054      1.0048      1.0043      1.0038     1.0033      1.0029      1.0026
    45            1.0086      1.0077      1.0069      1.0061      1.0054      1.0048      1.0043     1.0038      1.0033      1.0029
    46            1.0097      1.0087      1.0077      1.0069      1.0062      1.0055      1.0049     1.0043      1.0038      1.0033
    47            1.0109      1.0097      1.0087      1.0078      1.0069      1.0062      1.0055     1.0048      1.0043      1.0038
    48            1.0122      1.0109      1.0098      1.0087      1.0078      1.0069      1.0061     1.0054      1.0048      1.0043
    49            1.0136      1.0122      1.0109      1.0097      1.0087      1.0077      1.0069     1.0061      1.0054      1.0048
    50            1.0151      1.0135      1.0121      1.0109      1.0097      1.0086      1.0077     1.0068      1.0060      1.0053
    51            1.0168      1.0151      1.0135      1.0121      1.0108      1.0096      1.0086     1.0076      1.0067      1.0060
    52            1.0186      1.0167      1.0150      1.0134      1.0120      1.0107      1.0095     1.0085      1.0075      1.0066
    53            1.0206      1.0185      1.0166      1.0149      1.0133      1.0119      1.0106     1.0094      1.0083      1.0074
    54            1.0228      1.0205      1.0184      1.0165      1.0147      1.0131      1.0117     1.0104      1.0092      1.0082
    55            1.0253      1.0227      1.0204      1.0182      1.0163      1.0146      1.0130     1.0115      1.0102      1.0090
    56            1.0280      1.0251      1.0226      1.0202      1.0181      1.0161      1.0144     1.0128      1.0113      1.0100
    57            1.0310      1.0279      1.0250      1.0224      1.0200      1.0179      1.0159     1.0142      1.0126      1.0111
    58            1.0345      1.0310      1.0278      1.0249      1.0223      1.0199      1.0177     1.0157      1.0139      1.0123
    59            1.0384      1.0345      1.0309      1.0277      1.0248      1.0221      1.0197     1.0175      1.0155      1.0137
    60            1.0428      1.0385      1.0345      1.0310      1.0277      1.0247      1.0220     1.0196      1.0173      1.0153
    61            1.0479      1.0431      1.0387      1.0347      1.0310      1.0277      1.0247     1.0219      1.0194      1.0172
    62            1.0537      1.0483      1.0434      1.0389      1.0348      1.0311      1.0277     1.0246      1.0219      1.0193
    63            1.0603      1.0543      1.0488      1.0438      1.0392      1.0350      1.0312     1.0278      1.0247      1.0218
    64            1.0678      1.0611      1.0549      1.0493      1.0442      1.0395      1.0353     1.0314      1.0279      1.0247
    65            1.0763      1.0688      1.0619      1.0556      1.0499      1.0447      1.0399     1.0355      1.0316      1.0280
    66            1.0858      1.0774      1.0698      1.0628      1.0563      1.0504      1.0451     1.0402      1.0357      1.0317
    67            1.0964      1.0871      1.0785      1.0707      1.0635      1.0569      1.0509     1.0454      1.0404      1.0358
    68            1.1082      1.0978      1.0883      1.0796      1.0715      1.0641      1.0574     1.0512      1.0456      1.0405
    69            1.1216      1.1101      1.0994      1.0897      1.0807      1.0724      1.0648     1.0579      1.0516      1.0458
    70            1.1369      1.1240      1.1122      1.1013      1.0912      1.0819      1.0734     1.0657      1.0585      1.0521



                                      -27-

                                                                   Exhibit 10.26

                                    LOAN NOTE
                               (Primary Residence)

THIS LOAN IS PAYABLE IN FULL AT MATURITY, YOU MUST REPAY THE ENTIRE PRINCIPAL
BALANCE OF THE LOAN. THE LENDER IS UNDER NO OBLIGATION TO REFINANCE THE LOAN AT
THAT TIME. YOU WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS
THAT YOU MAY OWN, OR YOU WILL HAVE TO FIND A NEW LENDER WILLING TO LEND YOU THE
MONEY. IF YOU REFINANCE THIS LOAN AT MATURITY, YOU MAY HAVE TO PAY SOME OR ALL
OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN.

DATE: _________________

PROPERTY ADDRESS:  _________________________

EMPLOYEE'S NAME:  _________________________

1.   BORROWER'S PROMISE TO PAY

     In return for a loan that the undersigned Borrower has received, Borrower
     promises to pay __________________ and No/100 Dollars (U.S. $
     _____________.00) (this amount is called "principal"), to the order of the
     Lender. The Lender is SPX CORPORATION, a Delaware corporation. The Borrower
     is the employee of SPX CORPORATION, named above. Borrower understands that
     the Lender may transfer this Note. The Lender or anyone who takes this Note
     by transfer and who is entitled to receive payments under this note is
     called the "Note Holder".

2.   INTEREST

     Unless a default described in Section 6 (A) of this Note has occurred, no
     interest shall be payable hereunder. After a default described in Section 6
     (A) of this Note, Borrower will pay interest on all amounts owed to Note
     Holder at the yearly rate of 10%.

3.   PAYMENTS

     If, on the earlier of _______________, or the Termination Date (as defined
     in Section 11 of this Note) Borrower still owes amounts under this Note,
     Borrower will pay those amounts in full on that date, which is called the
     "Maturity Date".

     Borrower will make payments at SPX CORPORATION's Corporate Headquarters,
     currently 700 Terrace Point Drive, P.O. Box 3301, Muskegon, Michigan
     49443-3301, or at a different place if required by the Note Holder.

4.   BORROWER'S RIGHT TO PREPAY

     Borrower has the right to make payments of principal at any time before
     they are due. A payment of principal only is known as a "prepayment". When
     Borrower makes a

Loan Note                              1            Borrower's Initials:  ______



     prepayment, Borrower will tell the Note Holder in writing to Human
     Resources at the address provided in Paragraph 3 that Borrower is doing so.

     Borrower may make a full prepayment or partial prepayments without paying
     any prepayment charge. The Note Holder will use all of such prepayments to
     reduce the amount of principal that Borrower owes under this Note. If
     Borrower makes a partial prepayment, there will be no change in the
     maturity date unless the Note Holder agrees in writing to such change.

5.   LOAN CHARGES

     If a law, which applies to this loan and which sets maximum loan charges,
     is finally interpreted so that the loan charges collected or to be
     collected in connection with this loan exceed the permitted limits, then:
     (i) any such loan charges shall be reduced by the amount necessary to
     reduce the charge to the permitted limit; and (ii) any sums already
     collected from Borrower which exceeded permitted limits will be refunded to
     Borrower. The Note Holder may choose to make this refund by reducing the
     principal Borrower owes under this Note or by making a direct payment to
     Borrower. If a refund reduces principal, the reduction will be treated as a
     partial prepayment.

6.   BORROWER'S FAILURE TO PAY AS REQUIRED

     (A)  Default

          If Borrower does not pay the full amount due hereunder on the Maturity
          Date, or if Borrower defaults under any of the obligations contained
          in the Security Instrument (defined in Section 10 below), or if
          Borrower or either of the Borrowers defaults under the terms of any
          other mortgage or trust deed in favor of any other lender encumbering
          the same property as is encumbered by the Security Instrument,
          Borrower will be in default.

     (B)  Notice of Default

          If Borrower is in default, the Note Holder may send Borrower a written
          notice stating that if Borrower does not pay the overdue amount or
          otherwise cure the default by a certain date, the Note Holder may
          require Borrower to pay immediately the full amount of the principal
          which has not been paid and all the interest that Borrower owes on
          that amount. That date must be at least 30 days after the date on
          which notice is delivered to Borrower, except for the payment due on
          the Maturity Date for which the date may be a shorter period or on
          demand.

     (C)  No Waiver by Note Holder

          Even if, at a time when Borrower is in default, the Note Holder does
          not require Borrower to pay immediately in full as described above,
          the Note Holder will still have the right to do so if Borrower remains
          in default or is in default at a later time.

Loan Note                              2            Borrower's Initials:  ______




     (D)  Payment of the Note Holder's Costs and Expenses

          Upon default of Borrower, the Note Holder will have the right to be
          paid back by Borrower for all of its costs and expenses in enforcing
          this Note to the extent not prohibited by applicable law. Without
          limiting the generality of the foregoing, upon default of Borrower,
          and in addition to other remedies set forth herein, in the Security
          Instrument or at law or in equity, Lender shall have the right to
          collect reasonable attorney's fees, pursuant to Section 6-21-2 of the
          North Carolina General Statutes.

7.   GIVING OF NOTICES

     Unless applicable law requires a different method, any notice that must be
     given to Borrower under this Note will be given by (i) personally
     delivering it, (ii) by mailing it by certified mail, return receipt
     requested, or (iii) by sending it by a reputable overnight courier to
     Borrower at the Property Address above or at a different address if
     Borrower gives the Note Holder a written notice of Borrower's different
     address.

     Any notice that must be given to the Note Holder under this Note will be
     given by (i) personally delivering it, (ii) by mailing it by certified
     mail, return receipt requested, or (iii) by sending it by a reputable
     overnight courier to the Note Holder Attention: Human Resources at the
     Corporate Headquarters location as stated in Section 3 above or at a
     different address if Borrower is given a written notice of that different
     address.

8.   OBLIGATION OF PERSONS UNDER THIS NOTE

     If more than one person signs this Note, each person is fully and
     personally obligated to keep all of the promises made in this Note,
     including the promise to pay the full amount owed. Any person who is a
     guarantor, surety or endorser of this Note is also obligated to do these
     things. Any person who takes over these obligations, including the
     obligations of a guarantor, surety or endorser of this Note, is also
     obligated to keep all of the promises made in this Note. The Note Holder
     may enforce its rights under this Note against each person individually or
     against both persons together. This means that either person may be
     required to pay all of the amounts owed under this Note. Notwithstanding
     anything herein to the contrary, the obligations of Borrower under this
     Note may not be transferred or assigned by Borrower.

9.   WAIVERS

     Borrower and any other person who has obligations under this Note waive the
     rights of presentment and notice of dishonor. "Presentment" means the right
     to require the Note Holder to demand payment of amounts due. "Notice of
     dishonor" means the right to require the Note Holder to give notice to
     other persons that amounts due have not been paid.

10.  RELOCATION MORTGAGE LOAN

     The loan evidenced by this Note is secured by a mortgage, deed of trust or
     security deed (the "Security Instrument") on Borrower's new principal
     residence, acquired in

Loan Note                              3             Borrower's Initials: ______



     connection with the transfer to a new principal place of work (which meets
     the requirements in Internal Revenue Code Sec. 217(c) and the regulations
     thereunder) by the Borrower who is employed by SPX CORPORATION.

     The benefits of the interest arrangements of the loan evidenced by this
     Note are not transferable by Borrower and are conditioned on the future
     performance of substantial services to SPX CORPORATION by the Borrower who
     is employed by SPX CORPORATION and that for each year that the loan
     evidenced by this Note is outstanding, the Borrower will treat the
     residence to which the Security Instrument applies as a "qualified
     residence," as defined in Section 163(h)(4)(A) of the Internal Revenue
     Code, for Federal income tax purposes.

     Borrower hereby certifies to the Lender that Borrower reasonably expects to
     be entitled to and will itemize deductions for each year the loan evidenced
     by this Note is outstanding.

     This Note requires that the loan proceeds be used only to purchase the new
     principal residence of the Borrower who is employed by SPX CORPORATION.

11.  ACCELERATION AND SATISFACTION

     Borrower hereby agrees that upon the date the Borrower who is employed by
     SPX CORPORATION (a) ceases to be an employee of SPX CORPORATION or any of
     its affiliates for any reason (including, without limitation, as a result
     of the termination of such employment by either the employer or the
     employee including retirement, with or without cause), (b) is transferred
     from SPX CORPORATION headquarters to the field, (c) sells the principal
     residence purchased with the proceeds of the loan evidenced by this Note,
     (d) purchases a different residence which shall be the Borrower's principal
     residence, then in any such event, the Note Holder, at its sole option, may
     send Borrower a written notice requiring Borrower to pay, within 150 days
     following the date of such notice (such date upon which payment is due
     shall be referred to as the "Termination Date"), the full amount of
     principal of this Note which has not been paid, all the interest that
     Borrower owes on the amount, if any, and any other charges due under this
     Note or under the Security Instrument.

NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING THAT IF ANY OF THE
EVENTS SPECIFIED IN THIS PARAGRAPH 11 OCCUR, THE NOTE HOLDER CAN REQUIRE YOU TO
PAY THE FULL AMOUNT OF PRINCIPAL DUE ON THIS NOTE, PLUS ANY INTERST AND OTHER
CHARGES, WITHIN 150 DAYS NOTICE FROM THE NOTE HOLDER.

I/WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE THAT THE ABOVE MENTIONED
EVENTS CAN CAUSE THE FULL REPAYMENT OF MY/OUR LOAN WITHIN 150 DAYS NOTICE FROM
THE NOTE HOLDER.

                                                             -------------
                                                             Borrower's Initials

Loan Note                              4            Borrower's Initials:  ______




     Notwithstanding anything to the contrary contained in this Note, the Note
     Holder agrees that in any of the following events, the obligations of
     Borrower under this Note shall be deemed forgiven and fully satisfied:

          (A)  the death of the Borrower who is employed by SPX CORPORATION;

          (B)  the permanent disability of the Borrower who is employed by SPX
               CORPORATION, as determined by SPX CORPORATION; or

          (C)  upon the "change of control" of SPX CORPORATION. For the purposes
               of this Note, "change of control" shall have the same meaning as
               defined in the SPX CORPORATION Executive EVA Incentive
               Compensation Plan.

     In the event of such forgiveness, SPX CORPORATION shall pay Borrower, or in
     the event of 11(A), his or her estate, an amount sufficient to defray his
     or her Federal and state income tax liability (the "Gross-up Amount") on
     the amount of such forgiveness and the Gross-Up Amount. In the event that
     the forgiveness is on account of 11(C) and as a result any portion of the
     forgiveness and/or the Gross-up Amount is subject to the excise tax imposed
     by Internal Revenue Code Sec. 4999, SPX CORPORATION, shall pay the Borrower
     an additional payment sufficient to defray such excise tax and the Federal
     and state income tax and excise tax on such additional payment.

     WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED.


                  BORROWER:

                                         _________________________________(Seal)

                                         _____________________ (name)

                                         _____________________ (address)

                                         _____________________

                                         _____________________

Loan Note                              5            Borrower's Initials:  ______

                                                                   Exhibit 10.27

                              AMENDED AND RESTATED
                          DEFERRED COMPENSATION PLAN OF
                        UNITED DOMINION INDUSTRIES, INC.


     Effective as of May 24, 2001, SPX Corporation ("SPX") acquired United
Dominion Industries Limited ("UDI"). UDI, on behalf of itself and its
Subsidiaries and Affiliates which have adopted the Plan (UDI and its adopting
Subsidiaries and Affiliates being hereinafter referred to collectively as the
"Company"), hereby amends and restates the United Dominion Industries, Inc.
Deferred Compensation Plan (the "Plan") effective as of May 24, 2001.


                                   Article I

                                   Definitions
                                   -----------

     1.01 Administrative Committee shall mean the SPX Corporation Retirement and
Welfare Plan Administrative Committee.

     1.02 Account Balance shall mean the combined balance of the Benefit
Accounts for Retirement Deferrals and Short-Term Deferrals.

     1.03 Adoption Agreement shall mean a written agreement between a
Participant and the Company whereby a Participant agrees to defer a portion of
such Participant's Compensation pursuant to the provisions of the Plan and the
Company agrees to make benefit payments in accordance with the provisions of the
Plan. The Adoption Agreement shall include and incorporate a deferral
Withholding Request form and the Adoption Agreement will be effective as of the
date the Participant enrolls in the Plan.

     1.04 Beneficiary shall mean any person, persons or entities designated by a
Participant to receive benefits hereunder upon the death of such Participant.

     1.05 Benefit Account(s) shall mean the account(s) maintained on the books
of the Company for each Participant pursuant to Section 5.01 hereof.

     1.06 Company shall mean collectively UDI and the Subsidiaries and
Affiliates of UDI which may have adopted the Plan.

     1.07 Compass Plan shall mean the United Dominion Industries, Inc. Compass
Plan which is a defined contribution plan qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended.

     1.08 Compensation shall mean the total amount of all remuneration payable
by the Company to a Participant for services rendered to the Company before any
reduction under the Compass Plan or under a cafeteria plan within the meaning of
Section 125 of the Internal Revenue Code of 1986, as amended. Compensation shall
not include expense reimbursements, credits made by the Company under this Plan,
payments made by the Company for group



insurance, hospitalization and like benefits, or contributions made by the
Company under any other employee benefit plan the Company maintains. Any
deferred compensation benefit payments under this Plan shall not be deemed
salary or other compensation to the Participant eligible for computation of
benefits to which a Participant may be entitled under the pension plan,
profit-sharing plan, defined benefit plan, defined contribution plan or other
qualified retirement plans of the Company in which such Participant
participates. The deferred compensation benefit payments payable by the Company
to a Participant pursuant to this Plan shall be treated as taxable income to the
Participant.

     1.09 Deferral Period shall mean the period of time during which
Compensation is being deferred pursuant to a Participant's Adoption Agreement
and Article III of the Plan.

     1.10 Determination Date shall mean the last date of the Plan Year.

     1.11 Interest Yield shall mean, with respect to a Plan Year, the interest
rate applicable for such Plan Year established by the Administrative Committee.
The interest rate for Short-Term Deferrals may differ from the interest rate for
Retirement Deferrals.

     1.12 Key Employees shall mean employees of the Company who are performing
services for the Company and who are designated as a Key Employee by the
Administrative Committee. A person designated as a Key Employee shall remain so
until such designation is revoked by the Administrative Committee, in its sole
discretion.

     1.13 Participant shall mean a Key Employee designated by the Administrative
Committee to be eligible to participate in the Plan and who has completed an
Adoption Agreement accepted by the Administrative Committee as evidenced by an
authorized signature.

     1.14 Plan Entry Date shall mean January 1 of each Plan Year.

     1.15 Plan Year shall mean the twelve-month period on which the Plan records
are kept, which shall begin on January 1 and end on December 31.

     1.16 Retirement Deferral shall mean the Stated Deferral designated as
Retirement Deferral on the Withholding Request Form as elected by the
Participant.

     1.17 Short-Term Deferral shall mean the Stated Deferral designated as
Short-Term Deferral on the Withholding Request Form as elected by the
Participant.

     1.18 Stated Deferral shall mean the amount of Compensation a Participant
agrees to defer as designated on the Withholding Request Form.

     1.19 Subsidiary(s) and Affiliate(s) shall mean any corporation or other
entity during any period while it is, together with UDI, a member of the same
controlled group of corporations or an affiliated service group under common
control (within the meaning of Section 414(b), (c) or (m) of the Internal
Revenue Code of 1986, as amended.)

     1.20 Successor Company shall mean any company designated as such by the
Company in the Company's sole and exclusive discretion by reason of such
company's purchasing a


                                       2



business unit of the Company and one or more Key Employees transferring
employment to such company in connection with such transaction.

     1.21 Termination of Employment shall mean the Participant's ceasing to be
employed by the Company or, if applicable, a Successor Company for any reason
except death.

     1.22 Withholding Request Form shall mean a written document signed by the
Participant, whereby the Participant designates the amount of the Stated
Deferral to be made, including Retirement Deferrals and Short-Term Deferrals,
and designates the payout date for Short-Term Deferrals consistent with option
made available to the Participant by the Administrative Committee from time to
time.


                                   Article II

                          Eligibility and Participation
                          -----------------------------

     2.01 Participation. Effective as of December 31, 2001, each individual who
became a Participant on or before such date shall continue to be a Participant
to the extent provided herein. On or after January 1, 2002, no individual may
become a Participant in the Plan.

     2.02 Failure of Eligibility. A Participant shall cease to be eligible to
participate in the Plan upon Termination of Employment or, if earlier, upon
revocation by the Administrative Committee of the Participant's status as a Key
Employee. A person who ceases to be eligible to participate in the Plan during a
Deferral Period will have no further right to defer Compensation hereunder.
However, the employment of a Participant shall not be deemed to be terminated by
reason of an approved leave of absence granted in accordance with uniform rules
applied in a non-discriminatory manner or employment by a Successor Company.


                                  Article III

                        Participant Compensation Deferral
                        ---------------------------------

     3.01 Deferrals. Effective as of December 31, 2001, no additional deferrals
may be made under or to the Plan.


                                   Article IV

                  Insurance Contracts and Company Contributions
                  ---------------------------------------------

     4.01 Insurance and Annuity Contracts. The Company, in its sole discretion,
may apply for and procure as owner and for its own benefit insurance and
annuities on the life of a Participant in such amounts and in such forms as the
Company may choose. The Participant shall have no interest whatsoever in any
such policy or policies, but at the request of the Company, shall submit to
medical examinations and shall accurately and truthfully supply such information
and execute such documents as may be required by the insurance company or
companies to which the Company has applied for insurance. Any insurance policy
and annuity acquired by or held by the Company in connection with the
liabilities assumed by it pursuant to the Plan shall not be deemed to be held
under any trust for the benefit of the Participant, the


                                       3



Participant's beneficiary or estate, or to be security for the performance of
the obligations of the Company but shall be, and remain, a general, unpledged
and unrestricted asset of the Company.

     4.02 Company Credits. For each Plan Year, the Company may, in its sole
discretion, make a credit to each Participant's Benefit Account in a dollar
amount equal to the amount of reduced matching contributions that would have
been contributed by the Company to the Compass Plan if the Participant had not
deferred Compensation under this Plan. The Company matching contribution credit
shall become non-forfeitable within the same time periods for vesting as
prescribed in the Compass Plan. Effective as of December 31, 2001, no additional
contributions shall be made to the Plan.


                                   Article V

                     Participant Benefit Account and Vesting
                     ---------------------------------------

     5.01 Benefit Account(s). The Company shall establish one or more Benefit
Accounts on its books for each Participant, and shall credit to each
Participant's Benefit Account the following amounts at the times specified:

          (a) Retirement Deferrals. Effective as of December 31, 2001, no
     additional deferrals shall be made to or under the Plan.

          (b) Short-Term Deferrals. Effective as of December 31, 2001, no
     additional deferrals shall be made to or under the Plan.

          (c) Earnings Credited. For each Benefit Account, the earnings shall be
     accrued monthly and compounded annually based on the applicable Interest
     Yield for the Plan Year. If a Participant is paid out during the first Plan
     Year of participation for any reason other than Termination of Employment
     or death, all interest accrued shall be forfeited.

A Participant's Benefit Account shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to the Participant
pursuant to this Plan. A Participant's Benefit Account shall not constitute or
be treated as a trust fund of any kind. All benefits payable under this Plan
shall be paid as they become due and payable by the Company out of its general
assets.

     5.02 Account Balance. Each Participant's Account Balance as of each
Determination Date shall consist of the balance of the Participant's Benefit
Account(s) as of the immediately preceding Determination Date plus the amounts
required to be credited to such Benefit Account(s) by the Company pursuant to
Section 5.01 less the amount of all distributions, if any, made from such
Benefit Account(s) since the immediately preceding Determination Date.

     5.03 Non-Forfeiture of Benefit Account(s). Except as provided in Section
4.02 and 5.01(c), the Benefit Account(s) of a Participant shall be
non-forfeitable.


                                       4



                                   Article VI

                               Payment of Benefits
                               -------------------

     6.01 Payment of Benefits to Participant.

          (a) Retirement Deferrals. Retirement Deferrals are payable upon a
     Participant's Termination of Employment, or if later, such Participant's
     attainment of age 55 unless the Participant has elected to defer payment
     until attainment of age 65, provided such election is on file with the
     Administrative Committee prior to the Plan Year of Termination of
     Employment. The Retirement Deferral Account Balance shall be paid to the
     Participant under the last payment method elected by the Participant and
     filed with the Administrative Committee prior to the Plan Year in which
     Termination of Employment occurs.

     The Retirement Deferral benefit upon the benefit commencement date shall be
     determined based upon the following: (1) the Retirement Deferral Benefit
     Account as of such date, plus (2) the Interest Yield for Retirement
     Deferrals for the Plan Year in which the benefit commencement date occurs
     projected throughout the payout period.

     Except as provided in Section 6.01, the payment methods for Retirement
     Deferrals shall be determined from time to time by the Administrative
     Committee and shall include a present value lump sum payment method or a
     monthly payment method as elected by the Participant prior to the Plan Year
     in which the Participant's Termination of Employment occurs.

          (b) Short-Term Deferrals. The Short-Term Deferral Benefit Account
     shall be payable in a lump sum within thirty (30) days after the date
     designated by the Participant on the Withholding Request Form. The date of
     payment shall be subject to the minimum deferral period designated on the
     Withholding Request Form.

          (c) Minimum Account Balance. Notwithstanding the provisions of Section
     6.01(a) and Section 6.01(b), if at the time of Termination of Employment
     the Participant is less than age 55 with an Account Balance of $25,000 or
     less, or if the Participant is age 55 or older with an Account Balance of
     $10,000 or less, an immediate lump sum payment of the Account Balance shall
     be made as soon as practicable to the Participant in lieu of all other
     benefit payment methods.

     6.02 Death Benefits. If a Participant dies after Termination of Employment
but prior to commencement of benefits under Section 6.01, both the Retirement
Deferrals and the Short-Term Deferrals of such Participant shall be paid to such
Participant's Beneficiary as otherwise provided in the Plan. If a Participant
dies after Termination of Employment and after commencement of benefits under
Section 6.01, the provisions of Section 6.03 shall apply.


                                       5



     6.03 Post-Termination Survivor Benefit. If the Participant dies after
Termination of Employment while receiving benefits pursuant to Section 6.01 but
before receiving all monthly payments he or she is entitled to receive, the
balance of such monthly payments shall be paid as they accrue to the
Participant's Beneficiary or in a present value lump such to the extent provided
pursuant to the Participant's Beneficiary designation form, and the estate of
such Beneficiary if the Beneficiary dies before receiving all payments.

     6.04 Employment by a Successor Company. If the Participant terminates
employment with the Company in connection with the sale of a business unit in
which the Participant becomes employed by a Successor Company, (i) the
Participant's deferrals shall cease as of the date such Participant becomes
employed by the Successor Company and (ii) the Participant's Termination of
Employment for purposes of this Plan shall be deemed to occur when such
Participant's terminates employment with the Successor Company.

     6.05 Company Obligations and Source of Payments. All benefits payable under
this Plan shall be paid as they become due and payable by the Company out of its
general assets, and shall constitute unsecured general obligations of the
Company. Any amounts in respect of such benefits set aside or held in a trust
shall remain general assets of the Company, subject to the claims of the
Company's general creditors in the event of the Company's insolvency. To the
extent that any person acquires a right to receive benefits under this Plan,
such rights shall be no greater than the right of any unsecured general creditor
of the Company.

     6.06 Recipients of Payments Designation of Beneficiary. All payments to be
made by the Company shall be made to the Participant, if living. In the event of
a Participant's death prior to the receipt of all benefit payments, all
subsequent payments to be made under the Plan shall be to the Beneficiary or
Beneficiaries of the Participant. Each Participant shall file in writing with
the Company a designation of Beneficiary and contingent Beneficiary to whom the
Participant's interest under the Plan shall be paid in the event of death. The
initial designation of Beneficiary shall be made in the Participant's Adoption
Agreement. Such designation may be changed by the Participant at any time and
without the consent of any previously designated Beneficiary. In the absence of
an effective Beneficiary designation as to any portion of a Participant's
interest under the Plan or if the Beneficiary cannot be located, such amount
shall be paid to the Participant's personal representative. But if the Company
believes that none has been appointed within six months after the Participant's
death, the Company may direct that such amount shall not be paid until a
personal representative has been appointed or may direct that such amount be
paid to the Participant's surviving spouse, or if there is none, to the
Participant's surviving children and issue of deceased children by right of
representation, or if there be none, the Participant's surviving parents and if
none, according to the laws of descent and distribution of the State in which
the Participant is legally domiciled at the time of death. In the event a
benefit is payable to a minor or person declared incompetent or incapable of
handling the disposition of his or her property, the Administrative Committee
may pay such benefit to the guardian, legal representative or person having the
care or custody of such minor, incompetent or incapable person. The
Administrative Committee may require proof of incompetency, minority
guardianship as it may deem appropriate prior to distribution of the benefit.
Such distribution shall completely discharge the Company from all liability with
respect to such benefit.


                                       6



     6.07 Eligibility to Participate in the SPX Corporation Supplemental
Retirement Savings Plan. As a result of the acquisition of UDI by SPX, the
Account Balance, as of January 1, 2002, of each Participant who is eligible to
participate in the SPX Corporation Supplemental Retirement Saving Plan (the "SPX
SRSP"), shall be transferred to the SPX SRSP.

     6.08 Non-Eligible Employees. As a result of the acquisition of UDI by SPX,
each employee who (a) has an Account Balance in the Plan and (b) is not eligible
to participate in the SPX SRSP, may make a one-time election to receive his
Account Balance in the form of a single lump sum payment payable as soon as
administratively feasible. If the employee does not make this election, his
Account Balance shall be transferred to the SPX SRSP.


                                  Article VII

                                 Administration
                                 --------------

     7.01 Administrative Committee. The Plan shall be administered, interpreted
and enforced by the Administrative Committee in accordance with its terms and
purposes. Interpretation by the Administrative Committee shall be final and
binding upon a Participant and such Participant's Beneficiary except for the
procedure set forth in Section 7.02. No further appeal from a decision on review
shall be permitted. The Administrative Committee shall select the participating
Key Employees and determine the assumptions to be used in computing benefits
under the Plan, including the appropriate factors to be used in determining lump
sum present values as well as monthly annuity payments. The Administrative
Committee may adopt rules and regulations relating to the Plan as it may deem
necessary or advisable for the administration of the Plan. No member of the
Administrative Committee may act, vote or otherwise influence a decision of the
Administrative Committee specifically relating to his or her own participation
in the Plan. In the administration of this Plan, the Administrative Committee
may, from time to time, employ agents and delegate to them such administrative
duties as it sees fit and may, from time to time, consult with counsel who may
be counsel to the Participant.

     7.02 Claim Procedures.

          (a) All claims shall be filed in writing by the Participant, his or
     her Beneficiary or the authorized representative of the claimant, by
     completing such procedures as the Administrative Committee shall require.
     Such procedures shall be reasonable and may include the completion of forms
     and the submission of documents and additional information.

          (b) If a claim is denied, notice of denial shall be furnished by the
     Administrative Committee to the claimant within ninety (90) days after the
     receipt of the claim by the Administrative Committee, unless special
     circumstances require an extension of time for processing the claim, in
     which event notification of the extension shall be provided to the
     Participant or Beneficiary and the extension shall not exceed ninety (90)
     days.

          (c) The Administrative Committee shall provide adequate notice, in
     writing, to any claimant whose claim has been denied, setting forth the
     specific reasons for such denial, specific reference to pertinent Plan
     provisions, a


                                       7



     description of any additional material or information necessary for the
     claimant to perfect his or her claim and an explanation of why such
     material or information is necessary, all written in a manner calculated to
     be understood by the claimant. Such notice shall include appropriate
     information as to the steps to be taken if the claimant wishes to submit
     his or her claim for further review. The claimant or the claimant's
     authorized representative must request such review within a reasonable
     period of time prescribed by the Administrative Committee. In no event
     shall such period of time be less than sixty (60) days. A decision on
     review shall be made not later than sixty (60) days after the Company's
     receipt of the request for review. If special circumstances require a
     further extension of time for processing, a decision shall be rendered not
     later than one hundred twenty (120) days following the Company's receipt of
     the request for review. If such an extension of time for review is
     required, written notice of the extension shall be furnished to the
     claimant prior to the commencement of the extension. The decision on review
     shall be furnished to the claimant. Such decision shall be in writing and
     shall include specific reasons for the decision, written in a manner
     calculated to be understood by claimant, as well as specific references to
     pertinent Plan provisions on which the decision is based.


                                  Article VIII

                                  Miscellaneous
                                  -------------

     8.01 Employment Not Guaranteed by Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving a Participant the right to be
retained as a Key Employee or as an employee of the Company for any period.

     8.02 Amendment and Termination. UDI may at any time amend or terminate the
Plan on behalf of itself and its participating Subsidiaries and Affiliates.

     8.03 Assignment of Benefits. No Participant or Beneficiary shall have the
right to assign, transfer, hypothecate, encumber or anticipate his or her
interest in any benefits under this Plan, nor shall the benefits under the Plan
be subject to any legal process to levy upon or attach the benefits for payment
of any claim against the Participant or his or her Beneficiary. In the event of
any attempted assignment or transfer, the Company shall have no further
liability hereunder.

     8.04 Disposition of Unclaimed Payments. Each Participant must file with the
Company from time to time, in writing, his or her post office address and each
change of post office address. The communication, statement or notice addressed
to a Participant at the last post office address filed with the Company, or if
no address is filed with the Company, then at the last post office address as
shown on the Company records, will be binding upon the Participant and his or
her Beneficiaries for all purposes of the Plan. The Company shall not be
required to search for or locate a Participant or his or her Beneficiary.


                                       8



     8.05 Taxes. The Company shall deduct from all deferral and benefit payments
made hereunder all applicable federal or state taxes required by law to be
withheld from such payments.

     8.06 Independence of Benefits. The benefits payable under the Plan shall be
independent of, and in addition to, any other benefits or compensation whether
by salary or bonus.

     8.07 Governing Law. This Plan is intended to constitute an unfunded Plan
for a select group of management or highly compensated employees and directors
and rights thereunder shall be governed by the laws of the State of North
Carolina, except to the extent preempted by Federal law.

     8.08 Form of Communication. Any election, application, claim, notice or
other communication required or permitted to be made by a Participant to the
Administrative Committee shall be made in writing and in such form as the
Administrative Committee shall prescribe. Such communication shall be effective
upon mailing, if sent by first class mail, postage pre-paid, and addressed to
the Company's offices at 2300 Wachovia Center, 301 College Street, Charlotte,
North Carolina, 28202-6039.

     8.09 Severability. If any provision of this Plan is held to be illegal,
invalid or unenforceable under the present or future laws, such provision shall
be fully severable; this Plan shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of this
Plan, and the remaining provisions of this Plan shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Plan. Furthermore, in lieu of each such
illegal, invalid or unenforceable provision, there shall be added automatically
as part of this Plan a provision as similar in terms to such illegal, invalid or
unenforceable provisions as may be possible and be legal, valid or enforceable.

     8.10 Binding Agreement. The provisions of this Plan shall be binding upon
the Participant and the Company and their successors, assigns, heirs, executors
and beneficiaries.



                          [Signature on the next page]




                                       9



     Executed by UDI effective as of the 24th day of May, 2001.

                                      United Dominion Industries, Inc.

                                               /s/ Robert B. Foreman
                                      ------------------------------------------
                                      Robert B. Foreman

                                      Chairman of the SPX Corporation Retirement
                                      and Welfare Plans Administrative Committee




                                       10

                                                                    EXHIBIT 21.1

                        SPX CORPORATION AND SUBSIDIARIES
                           SUBSIDIARIES OF REGISTRANT

                                                                 JURISDICTION OF
SUBSIDIARY                                                         INCORPORATION
- ----------                                                         -------------

227 BROWNTOWN ROAD CORPORATION ........................................Minnesota
411 CENTER AVE. WEST CORPORATION ...................................South Dakota
A. R. BRASCH MARKETING INC. ............................................Michigan
ADVANCED INDUSTRIAL TECHNOLOGIES, INC. .................................Michigan
ADVANCED TEST PRODUCTS INTERNATIONAL, INC. .............................Delaware
ADVANCED TEST PRODUCTS, INC. ............................................Florida
AIR GAGE COMPANY .......................................................Michigan
AMCA INTERNATIONAL CORPORATION .........................................Delaware
AMCA INTERNATIONAL FINANCE CORPORATION .................................Delaware
AMCA/BROOKFIELD INTERNATIONAL SALES CORPORATION ........................Delaware
AMCA/KOEHRING COMPANY ..................................................Delaware
AMCA/MONROE HOLDINGS CORP. .............................................Delaware
AURORA/HYDROMATIC PUMPS INC. ...........................................Delaware
BOMAG HOLDING, INC. ....................................................Delaware
BRAN & LUEBBE (US) INC. ................................................Delaware
BRAN & LUEBBE, INC. ....................................................Delaware
CII TUSTIN, INC. .....................................................California
CMB INDUSTRIES, INC. ...................................................Michigan
COFIMCO USA, INC. ......................................................Virginia
COMPACTION AMERICA, INC. ...............................................Delaware
CORE INDUSTRIES INC. .....................................................Nevada
CORMAC TRUSTEE CORP. ....................................................Indiana
DATA SWITCH SUBSIDIARY STOCK CORPORATION ...............................Delaware
DECISION STRATEGIES LLC ................................................Delaware
DECISION STRATEGIES/FAIRFAX INTERNATIONAL UK, LLC ......................Delaware
DESA INDUSTRIES, INC. ..................................................Delaware
DOLLINGER CORPORATION ............................................North Carolina
DOMINION BUILDING PRODUCTS, INC. ..........................................Texas
DYNAMIC ACQUISITION CORPORATION ......................................California
EDWARDS SYSTEMS TECHNOLOGY, INC. ....................................Connecticut
ENGINEERING ANALYSIS ASSOCIATES, INC. ..................................Michigan
FAIRBANKS MORSE PUMP CORPORATION .........................................Kansas
FAIRFAX CONSULTANTS, LTD. ..............................................Delaware
FILTRAN AFTERMARKET PRODUCTS ...........................................Illinois
FLAIR CORPORATION ......................................................Delaware
FLAIR-NEW CASTLE, INC. .................................................Delaware



FLUID TECHNOLOGIES, INC. ...............................................Oklahoma
GCA INTERNATIONAL CORPORATION ........................................New Jersey
GENERAL FAREBOX SERVICE OF ATLANTA, INC. ...............................Delaware
GENERAL SIGNAL CORPORATION .........................................South Dakota
GENERAL SIGNAL ENVIRONMENTAL RISK MANAGEMENT COMPANY ...................Delaware
GENERAL SIGNAL HEALTHCARE MANAGEMENT, INC. .............................Delaware
GENERAL SIGNAL HOLDINGS COMPANY ........................................Delaware
GENERAL SIGNAL INTERNATIONAL CORPORATION ...............................Delaware
GENERAL SIGNAL TECHNOLOGY CORPORATION ..................................Delaware
GS DEVELOPMENT CORPORATION .............................................Delaware
GSBS DEVELOPMENT CORPORATION ...........................................Delaware
GSLE DEVELOPMENT CORPORATION ...........................................Delaware
GSPS DEVELOPMENT CORPORATION ...........................................Delaware
GSR MERGER SUB, INC. ...................................................Delaware
GSTC DEVELOPMENT CORPORATION ...........................................Delaware
INRANGE DEVELOPMENT CORPORATION ........................................Delaware
INRANGE FINANCIAL CORPORATION ..........................................Delaware
INRANGE GLOBAL CONSULTING, INC. ........................................Delaware
INRANGE TECHNOLOGIES CORPORATION .......................................Delaware
INTERNATIONAL SUBSIDIARY CORPORATION ...................................Delaware
KAYEX CHINA HOLDINGS, INC. .............................................Delaware
KELLEY COMPANY, INC. ..................................................Wisconsin
KENDRO HOLDINGS, L.P. ..................................................Delaware
KENDRO LABORATORY PRODUCTS, INC. .......................................Delaware
KENDRO LABORATORY PRODUCTS, L.P. .......................................Delaware
KODIAK PARTNERS CORP. ..................................................Delaware
KODIAK PARTNERS II CORP. ...............................................Delaware
LDN, LTD. ..............................................................Delaware
LING DYNAMIC SYSTEMS INC. ...........................................Connecticut
LITSUBS, INC. ..........................................................Delaware
LUNAIRE LIMITED ....................................................Pennsylvania
MARLEY PAN AMERICAN COOLING TOWER CORPORATION ..........................Delaware
MCT SERVICES LLC .......................................................Delaware
METAL FORGE COMPANY, INC. ..............................................Delaware
MF DEVELOPMENT CORPORATION .............................................Delaware
MICHIGAN AIRHOUSE COMPANY, INC. ........................................Michigan
NEW SIGNAL, INC. .......................................................Delaware
P.S.D., INC. ...............................................................Ohio
PEARPOINT INC. .......................................................California
PEL INC. ...............................................................Delaware
PNEUMATIC PRODUCTS CORPORATION .........................................Delaware
PST, INC. ..............................................................Delaware



RADIODETECTION CORPORATION ...........................................New Jersey
RECOLD, INC. .........................................................California
ROSS HOLDING, INC. .....................................................Delaware
SGS SERVICE PARTNERSHIP ................................................Michigan
SORVALL LLC ............................................................Delaware
SPX DEVELOPMENT CORPORATION ............................................Delaware
SPX FINANCIAL CORPORATION ..............................................Delaware
SPX MINNESOTA PROPERTIES, INC. .........................................Michigan
SPX RISK MANAGEMENT CO. ................................................Delaware
SPX SUBCO ONE, INC .....................................................Delaware
SPX SUBCO THREE, INC. ..................................................Delaware
SPX SUBCO TWO, INC. ....................................................Delaware
SUNFLOWER MANUFACTURING COMPANY, INC. ....................................Kansas
TAPS, LLC ........................................................North Carolina
TCI ACQUISITION CORP. ..................................................Delaware
THE LITWIN CORPORATION ...................................................Kansas
THE MARLEY COMPANY .....................................................Delaware
THE MARLEY COOLING TOWER COMPANY .......................................Delaware
THE MARLEY-WYLAIN COMPANY ..............................................Delaware
THE POTOMAC GROUP & ASSOCIATES, INC. ...................................Delaware
TOLEDO TRANS-KIT, INC. .....................................................Ohio
UNITED DOMINION INDUSTRIES, INC. .......................................Delaware
VARIANT HOLDING, LLC ...................................................Delaware
WAUKESHA ELECTRIC SYSTEMS, INC. .......................................Wisconsin
XCEL ERECTORS, INC. ....................................................Delaware


AIA COMMERCIAL, S.A. ......................................................Spain
AMCA INTERNATIONAL CANADA CORPORATION ....................................Canada
AMPROBE TEST MEASUREMENT GmbH ...........................................Germany
ANGELANTONI HERAEUS SCIENTIFICA, S.p.A. ...................................Italy
ARRENDADORA KORCO, S.A. de C.V. ..........................................Mexico
BEST POWER TECHNOLOGY LIMITED ............................................Taiwan
BICOTEST LIMITED .............................................................UK
BOMAG (CANADA), INC. .....................................................Canada
BOMAG (GREAT BRITAIN) LIMITED ................................................UK
BOMAG FINANCE UK LIMITED .....................................................UK
BOMAG GmbH & Co. OHG ....................................................Germany
BOMAG HOLDING GMBH ......................................................Germany
BOMAG ITALIA S.r.l. .......................................................Italy
BOMAG JAPAN CO., LTD. .....................................................Japan
BOMAG KENT (UK) LIMITED ......................................................UK
BOMAG MASCHINENHANDELSGESELLSCHAFT m.b.H. ...............................Austria



BOMAG S.A.F. .............................................................France
BOMAG UDI GmbH ..........................................................Germany
BOMAG ULM GmbH ..........................................................Germany
BOMAG UNTERNEHMENSVERWALTUNG GmbH .......................................Germany
BRAN & LUEBBE B.V. ......................................................Holland
BRAN & LUEBBE Electronics GmbH & Co. ....................................Germany
BRAN & LUEBBE Electronics Verwaltungs-GmbH ..............................Germany
BRAN & LUEBBE GmbH ......................................................Germany
BRAN & LUEBBE INTERNATIONAL GmbH ........................................Germany
BRAN & LUEBBE KK ..........................................................Japan
BRAN & LUEBBE Ltd. ....................................................Singapore
BRAN & LUEBBE Ltd. ...........................................................UK
BRAN & LUEBBE Pty. Ltd ................................................Australia
BRAN & LUEBBE S.L. ........................................................Spain
BRAN & LUEBBE S.p.A. ......................................................Italy
BRAN & LUEBBE SA .........................................................Brazil
BRAN & LUEBBE Sarl. ......................................................France
BRAN & LUEBBE ............................................................Norway
BRITISH ELECTRONIC CONTROL LIMITED ...........................................UK
COFIMCO SPA ...............................................................Italy
COX FLUIDPOWER LIMITED .......................................................UK
COX'S MACHINERY LIMITED ......................................................UK
COXMAC HOLDINGS LIMITED ......................................................UK
DATA SWITCH (UK) LIMITED .....................................................UK
DATA SWITCH GMBH ELEKTRONISCHE SYSTEME ..................................Germany
DECISION STRATEGIES/FAIRFAX INTERNATIONAL (UK) LIMITED .......................UK
DECISIONS ITALIA S.R.L. ...................................................Italy
DELAIR B.V. .........................................................Netherlands
DELAIR LIMITED ...............................................................UK
DELTECH B.V. ........................................................Netherlands
DELTECH ENGINEERING LTD. (UK) ................................................UK
DEZURIK INTERNATIONAL LIMITED ................................................UK
DEZURIK JAPAN CO., LTD. ...................................................Japan
DEZURIK MEXICO, S.A. de C.V. .............................................Mexico
DEZURIK OF AUSTRALIA PROPRIETARY LIMITED ..............................Australia
DEZURIK VERTRIEBS GMBH ..................................................Austria
DIRECT CALIBRATION SERVICES LIMITED ..........................................UK
DOCK PRODUCTS CANADA INC. ................................................Canada
DOLLINGER IRELAND LIMITED ...............................................Ireland
DOLLINGER WORLD LIMITED .................................................Ireland
ELECTROLOCATION LIMITED ......................................................UK
FAIRBANKS MORSE INDIA LIMITED .............................................India
FCD (CANADA) Inc. ........................................................Canada



FENN LIMITED .................................................................UK
FLAIR FILTER-UND TROCKNERTECHNIK GmbH ...................................Germany
FLAIR FILTRATION & DRYING B.V. ......................................Netherlands
FLAIR FILTRATION PRODUCTS INC. ...........................................Canada
FLAIR LIMITED ................................................................UK
G.C. EVANS (Holdings) LIMITED ................................................UK
G.S. IONA LIMITED ............................................................UK
GCA LIMITED ..................................................................UK
GENERAL SIGNAL (BARBADOS) LTD. .........................................Barbados
GENERAL SIGNAL (CHINA) CO., LTD. ..........................................China
GENERAL SIGNAL (EUROPE) LIMITED STOCKPORT
     (ENGLAND),  KINDHAUSEN BRANCH ...........................................UK
GENERAL SIGNAL (S.E.G.) ASIA LIMITED ..................................Hong Kong
GENERAL SIGNAL (UK) LIMITED ..................................................UK
GENERAL SIGNAL ENTERPRISES ..............................................Ireland
GENERAL SIGNAL EUROPE LIMITED ................................................UK
GENERAL SIGNAL FSC, INC. .........................................Virgin Islands
GENERAL SIGNAL GMBH & CO. KG ............................................Germany
GENERAL SIGNAL INDIA PRIVATE LIMITED ......................................India
GENERAL SIGNAL IRELAND B.V. .........................................Netherlands
GENERAL SIGNAL LIMITED ..................................................Ontario
GENERAL SIGNAL NETWORKS (GERMANY) GMBH ..................................Germany
GENERAL SIGNAL S.E.G. LIMITED ................................................UK
GENERAL SIGNAL VERWALTUNGSGESELLSCHAFT GMBH .............................Germany
GS INTERNATIONAL (BARBADOS) LTD. ...................................Barbados, WI
GSE SCALE SYSTEMS GMBH ..................................................Germany
HANGZHOU KAYEX ZHEDA ELECTROMECHANICAL CO., LTD ...........................China
HIGH RIDGE COMPANY LIMITED ..............................................Bermuda
HIGH RIDGE IRELAND LTD. .................................................Ireland
IBS FILTRAN GMBH ........................................................Germany
INRANGE TECHNOLOGIES CANADA INC. .........................................Canada
INRANGE TECHNOLOGIES GMBH ...............................................Germany
INRANGE TECHNOLOGIES HOLDING S.A.S. ......................................France
INRANGE TECHNOLOGIES ITALIA S.R.L. ........................................Italy
INRANGE TECHNOLOGIES LIMITED .................................................UK
INRANGE TECHNOLOGIES S.A. ...............................................Belgium
INRANGE TECHNOLOGIES S.A. ...........................................Switzerland
INRANGE TECHNOLOGIES S.A.S. ..............................................France
JACK HYDRAULICS ..............................................................UK
JATEK, LIMITED ............................................................Japan
JEMACO FLAIR CORPORATION ..................................................Korea
JURUBATECH TECHNOLOGIA AUTOMOTIVA LTDA. ..................................Brazil
KELLEY ATLANTIC LIMITED .................................................Ontario



KELLEY COMPANY FSC, INC. ...............................................Barbados
KELLEY INTERNATIONAL LIMITED ..........................................Gibraltar
KENDRO LABORATORY PRODUCTS (HK) LTD. ..................................Hong Kong
KENDRO LABORATORY PRODUCTS Gesmbh .......................................Austria
KENDRO LABORATORY PRODUCTS GmbH .........................................Germany
KENDRO LABORATORY PRODUCTS INDIA PVT. LTD. ................................India
KENDRO LABORATORY PRODUCTS LIMITED ...........................................UK
KENDRO LABORATORY PRODUCTS PTY., LTD. .................................Australia
KENDRO LABORATORY PRODUCTS, AB ...........................................Sweden
KENDRO LABORATORY PRODUCTS, AG ......................................Switzerland
KENDRO LABORATORY PRODUCTS, SAS ..........................................France
KENT-MOORE DO BRASIL INDUSTRIA E COMMERCIO LTDA. .........................Brazil
L&N PRODUCTS PTY LIMITED ..............................................Australia
LDS LIMITED ..................................................................UK
LEEDS & NORTHRUP (FRANCE) S.A.R.L. .......................................France
LEEDS & NORTHRUP (NEW ZEALAND) LIMITED ..............................New Zealand
LEEDS & NORTHRUP GMBH ...................................................Germany
LEEDS & NORTHRUP ITALY, S.p.A. ............................................Italy
LEEDS & NORTHRUP LIMITED .....................................................UK
LEEDS & NORTHRUP MEXICANA, S.A. ..........................................Mexico
LEEDS & NORTHRUP S.A. .....................................................Spain
LEEDS & NORTHRUP SINGAPORE PTE. LIMITED ...............................Singapore
LIGHTNIN (EUROPE) LIMITED ....................................................UK
LIGHTNIN MIXERS LIMITED ......................................................UK
LIGHTNIN MIXERS PTY. LTD. .............................................Australia
LING DYNAMIC SYSTEMS GmbH ...............................................Germany
LING DYNAMIC SYSTEMS LIMITED .................................................UK
LING DYNAMIC SYSTEMS SARL ................................................France
LOWENER OTC TOOL GMBH ...................................................Germany
MACTEK PTY LIMITED ....................................................Australia
MARLEY (DAVENPORT) LIMITED ...................................................UK
MARLEY ASIA PACIFIC (SEA) Sdn Bhd (289809-U) ...........................Malaysia
MARLEY ASIA PACIFIC PTE LTD ...........................................Singapore
MARLEY CANADIAN INC. .....................................................Canada
MARLEY COOLING TOWER (HOLDINGS) LIMITED ......................................UK
MARLEY COOLING TOWER COMPANY (EUROPE) LIMITED ................................UK
MARLEY COOLING TOWER COMPANY (FRANCE) SNC ................................France
MARLEY COOLING TOWER COMPANY (U.K.) LIMITED ..................................UK
MARLEY COOLING TOWER EUROPE SPA ...........................................Italy
MARLEY COOLING TOWER INTERNATIONAL LIMITED ..............................Ontario
MARLEY DO BRAZIL PARTICIPACOES Ltd. ......................................Brazil
MARLEY KUHLTURM GmbH ....................................................Germany
MARLEY MEXICANA S.A. de C.V. .............................................Mexico



MARLEY PELLUX HOLDINGS LTD. ........................................Tortola, BVI
MARLEY PUMP ASIA Pte. Ltd. ............................................Singapore
MARLEY PUMP AUSTRALIA Pty. Ltd. .......................................Australia
MARLEY PUMP EUROPE B.V. .................................................Holland
MARLEY TEMCEL AUSTRALIA PTY. LIMITED ..................................Australia
MARLEY TORRAVAL, S.A. .....................................................Spain
MARLEY WATER-LINE SDN. BHD. ............................................Malaysia
MARLEY-SINRO COOLING TOWER COMPANY, LTD. ..................................China
MELTRACE LIMITED .............................................................UK
NIPPON KENDRO KK ..........................................................Japan
PEARPOINT (INTERNATIONAL) LIMITED ............................................UK
PEARPOINT HOLDINGS LIMITED ...................................................UK
PEARPOINT LIMITED ............................................................UK
PEARPOINT OVERSEAS LIMITED ...................................................UK
PNEUMATIC PRODUCTS LIMITED ...................................................UK
PURIFLAIR INDIA PRIVATE LIMITED ...........................................India
RADIODETECTION (CANADA) LIMITED ..........................................Canada
RADIODETECTION AUSTRALIA PTY LIMITED ..................................Australia
RADIODETECTION B.V. .................................................Netherlands
RADIODETECTION GmbH .....................................................Germany
RADIODETECTION HOLDINGS LIMITED ..............................................UK
RADIODETECTION JV SDN BHD ..............................................Malaysia
RADIODETECTION LIMITED ....................................................China
RADIODETECTION LIMITED ....................................................Japan
RADIODETECTION LIMITED .......................................................UK
RADIODETECTION OVERSEAS LIMITED ..............................................UK
RADIODETECTION PTY LIMITED .........................................South Africa
RADIODETECTION S.L. .......................................................Spain
RADIODETECTION S.R.O. ............................................Czech Republic
RADIODETECTION SARL ......................................................France
RADIODETECTION Sp z.o.o. .................................................Poland
RADIODETECTION Srl ........................................................Italy
RADIODETECTION SRL ......................................................Romania
SERCO CANADA LTD. ........................................................Canada
SHENYANG STOCK ELECTRIC POWER EQUIPMENT COMPANY LIMITED....................China
SPAN INTERNATIONAL LIMITED ..............................................Bahamas
SPX (EUROPE) A.G. ...................................................Switzerland
SPX (SHANGHAI) TRADING CO. LTD. ...........................................China
SPX AUSTRALIA PTY., LTD. ..............................................Australia
SPX CANADA, INC. .........................................................Canada
SPX DE MEXICO, S.A de C.V. ...............................................Mexico
SPX EUROPE GMBH .........................................................Germany
SPX FRANCE S.R.L. ........................................................France



SPX IBERICA S.A. ..........................................................Spain
SPX INTERNATIONAL, LTD. ................................................Barbados
SPX NETHERLANDS B.V. ................................................Netherlands
SPX SINGAPORE PTE. LTD.                                                Singapore
SPX UNITED KINGDOM LTD. ......................................................UK
SRE ELECTRONICS LIMITED ......................................................UK
STOCK JAPAN, LTD. .........................................................Japan
TECNOTEST S.R.L. ..........................................................Italy
TELESPEC LIMITED .............................................................UK
TOMAL AB .................................................................Sweden
U.D.I. FINANCE LIMITED ..................................................Ireland
U.D.I. FOREIGN SALES CORPORATION ...................................Barbados, WI
U.D.I. MAURITIUS LIMITED ..................................Republic of Mauritius
U.D.I. SRL .........................................................Barbados, WI
UDI (THAILAND) CO. LTD .................................................Thailand
UD-RD HOLDING COMPANY LIMITED ................................................UK
UNITED DOMINION HOLDING LIMITED .........................................Ontario
UNITED DOMINION INDUSTRIES (ITALY) SRL ....................................Italy
UNITED DOMINION INDUSTRIES CORPORATION ..............................Nova Scotia
UNITED DOMINION INDUSTRIES SPAIN, S.L. ....................................Spain
UNITED DOMINION PTE, LTD ..............................................Singapore
VALLEY FORGE TECHNICAL INFORMATION SERVICES GMBH ........................Germany
VARUN FLAIR FILTRATION PRIVATE LTD. .......................................India
VIBRATION SALES AND SERVICE LTD. .............................................UK
WCB ICE CREAM A/S .......................................................Denmark
WCB ICE CREAM ITALY S.R.L. ................................................Italy
WCB MEXICO, S.A. de C.V. .................................................Mexico
WINTCLEAN AIR (UK) LIMITED ...................................................UK
ZITON LIMITED ................................................................UK
ZITON S.A. (PROPRIETARY) LIMITED .......................Republic of South Africa

                                                                    Exhibit 23.1

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As Independent public accountants, we hereby consent to the
incorporation of our report dated February 11, 2002, included in this Form 10-K,
into the Company's previously filed registration statements on Form S-3 (File
Nos. 333-56364, 333-68648, 333-68652, and 333-76978), on Form S-4 (333-68650)
and on Form S-8 (File Nos. 33-24043, 333-29843, 333-29851, 333-29857, 333-29855,
333-38443, 333-70245, 333-82645, 333-82647, 333-61766, 333-69250, and
333-69252).

ARTHUR ANDERSEN LLP

Chicago, Illinois
March 18, 2002


                                       1

                                                                    Exhibit 99.1

                                 SPX Corporation
                            2300 One Wachovia Center
                            301 South College Street
                            Charlotte, NC 28202-6039




                                 March 21, 2002

Securities and Exchange Commission
450 5/th/ Street, NW
Washington, DC 20549

Ladies and Gentlemen:

         Pursuant to Securities and Exchange Commission Release Nos. 33-8070,
34-45590; 35-27503; 39-2395; IA-2018; IC-25464; FR-62; File No. S7-03-02, this
letter is to confirm that SPX Corporation has received assurance from its
independent public accountants, Arthur Andersen LLP ("Arthur Andersen"), that
Arthur Andersen's audit of our consolidated financial statements as of December
31, 2001 and for the year then ended (the "Audit") was subject to Arthur
Andersen's quality control system for the U.S. accounting and auditing practice
to provide reasonable assurance that the engagement was conducted in compliance
with professional standards, that there was appropriate continuity of Arthur
Andersen personnel working on the Audit, availability of national office
consultation, and availability of personnel at foreign affiliates of Arthur
Andersen to conduct the relevant portions of the Audit.

                                               SPX CORPORATION

                                               /s/ Patrick J. O'Leary

                                               Vice President Finance, Treasurer
                                               and Chief Financial Officer