UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 13, 2005

SPX CORPORATION

(Exact name of registrant as specified in its charter)

13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code  (704) 752-4400

NOT APPLICABLE

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                  Entry Into a Material Definitive Agreement.

Top Management Plan

On December 13, 2005, the Compensation Committee of the Board of Directors of SPX Corporation (the “Company”) amended the SPX Corporation Supplemental Retirement Plan for Top Management (the “Top Management Plan”) to name Don L. Canterna, Segment President, and David A. Kowalski, Segment President, as participants effective as of their election as officers of the Company on August 24, 2005.  The Top Management Plan was also amended to change the benefit formula for officers who become participants in the Top Management Plan after August 23, 2005 (the “new officers”).  For new officers, the benefit formula is 50% of final average pensionable earnings (highest 3 of last 10 calendar years of employment).  This target benefit accrues ratably over a 20-year period with the new officer receiving the maximum benefit after 20 years.  The benefit vests after 5 years of service.  The annual retirement benefits are computed on the basis of a joint and 50% survivor annuity.  While a new officer may retire as early as age 55, benefits payable at early retirement are reduced 4% per year from age 62.

The foregoing description of the amendment to the Top Management Plan is qualified in its entirety by reference to the text of the amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Executive LTD Plan

On December 14, 2005, the Company’s Board of Directors adopted the SPX Corporation Executive Long-Term Disability Plan (the “Executive LTD Plan”) and named the following executive officers as participants in the Plan effective as of January 1, 2006:  Christopher J. Kearney, Ross B. Bricker, Don L. Canterna, Robert B. Foreman, David A. Kowalski, Patrick J. O’Leary and Thomas J. Riordan.  The benefit under the Executive LTD Plan, when combined with the benefit under the group long-term disability plan offered to most of the Company’s employee population, equals approximately 60% of the executive officer’s base salary on an after-tax basis in the event the executive officer becomes disabled while employed by the Company.  The monthly benefits under the Executive LTD Plan continue until the earlier of (i) the end of the executive officer’s disability (as defined in the Executive LTD Plan) or (ii) age 65.  If an executive officer becomes disabled after age 60, the Executive LTD Plan benefit may continue for a period ranging from 1 to 5 years so long as the executive officer remains disabled.  The Executive LTD Plan benefit is offset by other income benefits including Company-paid retirement benefits.

The foregoing description of the Executive LTD Plan is qualified in its entirety by reference to the text of the Executive LTD Plan, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

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Item 9.01                     Financial Statements and Exhibits.

The following exhibits are filed herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

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Exhibit 10.1

AMENDMENT TO THE

SPX CORPORATION SUPPLEMENTAL RETIREMENT PLAN

FOR TOP MANAGEMENT

Pursuant to the powers of amendment reserved in Section 6.1 of the SPX Corporation Supplemental Retirement Plan for Top Management (the “Plan”), SPX Corporation hereby amends the Plan in the following manner:

1.             Effective August 24, 2005, Section 1.1 is deleted and replaced with the following:

“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 or a 50% joint and survivor annuity (as the case may be) at Normal Retirement Age to a lump sum or a lump sum at any age to a 100% joint and survivor annuity or a 50% joint and survivor annuity (as the case may be) 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 or a 50% joint and survivor annuity (as the case may be) 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 his spouse.  For purposes of converting into any other optional annuity form of benefit available under the Plan, the 100% joint and survivor annuity or the 50% joint and survivor annuity (as the case may be) 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.”

2.             Effective January 1, 2005, Section 1.18 is deleted and replaced with the following:

“1.18       “Other Nonqualified Pension Plans” shall mean the following plans (and predecessor plans) sponsored by the Company:  the SPX Corporation Supplemental Individual Account Retirement Plan (the “Supplemental IARP”), the SPX Corporation Retirement Plan for Directors, the Restoration Plan for the Salaried Defined Benefit Retirement Plans of United Dominion Industries, Inc., the United Dominion Industries, Inc. Supplemental Executive Retirement Plan, the Marley Company Supplemental Benefits Plan and the UDI Core Industries,

Inc. Benefit Equalization Plan or any other non-qualified defined benefit plan sponsored by the Company.”

3.             Effective as of January 1, 2005, the reference in Section 2.3 to “Supplemental IARP” shall be amended to read “Other Nonqualified Pension Plans.”

4.             Effective August 24, 2005, Section 3.1 is deleted and replaced with the following:

“3.1         Normal Retirement.

(a)           Normal Retirement for Employees Who Became Participants Before August 24, 2005.  For Employees who became Participants in the Plan before August 24, 2005, 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 (1) minus (2), as described below:

(1)                                  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

(2)                                  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.

(b)           Normal Retirement for Employees Who Become Participants on and after August 24, 2005.  For Employees who become Participants in the Plan on and after August 24, 2005, 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 50% joint and survivor annuity equal to the remainder of (1) minus (2), as described below:

(1)                                  50% of Final Average Pay multiplied by a ratio, the numerator of which is the Participant’s Continuous Service (not to exceed 20) and the denominator of which is 20; minus

(2)                                  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.”

5.             Effective August 24, 2005, Section 3.2 is deleted and replaced by the following:

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“3.2         Early Retirement.

(a)           Early Retirement for Employees Who Became Participants Before August 24, 2005.  For Employees who became Participants in the Plan before August 24, 2005, 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(a) above, with the following adjustments:

(1)                                  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(a) (without regard to Section 3.1(a)(2) above) based on his Final Average Pay and Continuous Service as of his Early Retirement Date.

(2)                                  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(a) above (without regard to Section 3.1(a)(2)), 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.

(3)                                  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.

(b)           Early Retirement for Employees Who Become Participants on and after August 24, 2005.  For Employees who become Participants in the Plan on and after August 24, 2005, 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(b) above, with the following adjustments:

(1)                                  Amount If Early Retirement Is Within Three Years of Normal Retirement Age.  The monthly amount of Early Retirement Benefit payable hereunder to a Participant whose Early Retirement Date is within three (3) years of his Normal Retirement Age shall be an

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amount computed in the same manner as a benefit under Section 3.1(b) (without regard to Section 3.1(b)(2) above) based on his Final Average Pay and Continuous Service as of his Early Retirement Date.

(2)                                  Amount If Early Retirement Is More Than Three 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 three (3) years prior to his Normal Retirement Age shall be computed in the same manner as a benefit under Section 3.1(b) above (without regard to Section 3.1(b)(2)), 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 4% for each complete calendar month by which his first Early Retirement Benefit payment precedes his age 62.

(3)                                  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.”

6.             Effective as of January 1, 2005, the references in Section 3.3 to “Supplemental IARP” shall be amended to read “Other Nonqualified Pension Plans.”

7.             Effective as of January 1, 2005, the reference in Section 4.1(a) to “Supplemental IARP” shall be amended to read “Other Nonqualified Pension Plans.”

8.             Effective as of January 1, 2005, the reference in Section 4.1(d) to “Supplemental IARP” shall be amended to read “Other Nonqualified Pension Plans.”

9.             Effective as of January 1, 2005, the reference in Section 8.2 to “the SPX Corporation Executive EVA Incentive Compensation Plan” shall be amended to read “the SPX Corporation Executive Bonus Plan.”

10.           Effective as of August 24, 2005, the references in Appendix A to “Section 3.1” shall be amended to read “Section 3.1(a).”

11.           Effective as of August 24, 2005, the references in Appendix C to “Section 3.2(b)” and “Section 3.2,” respectively, shall be amended to read “Section 3.2(a)(2)” and “Section 3.2(a),” respectively.

12.           Effective as of August 24, 2005, the Plan is amended by adding the new Appendix I attached hereto to the end thereof.

13.           Effective as of August 24, 2005, Table A of the Plan is deleted and replaced by the following new Table A attached hereto.

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Appendix I

Special Provisions for Don L. Canterna and David A. Kowalski

Don L. Canterna and David A. Kowalski will be treated as though they were participants in this Plan beginning on August 24, 2005, the date they were named officers of SPX Corporation (i.e., Continuous Service shall commence as of such date) for purposes of determining the amount of benefits payable to them under this Plan.

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TABLE A

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Table A

Factors to Convert a 100% Joint and Survivor to a Life Annuity

Supplemental Retirement Plan for Top Management

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

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