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SECTION 1.  ESTABLISHMENT, PURPOSES AND RESTATEMENT DATE OF PLAN

1.1                                  Establishment .  SPX Corporation, a Delaware corporation, established the “SPX CORPORATION 1997 NON-EMPLOYEE DIRECTORS’ COMPENSATION PLAN” (the “Plan”) effective as of February 26, 1997.

1.2                                  Purposes .  In conjunction with the SPX Corporation 2005 Non-Employee Directors’ Compensation Plan, the purpose of the Plan is to advance the interests of the Company and its shareholders by providing a compensation program for Non-Employee Directors.  By thus compensating Non-Employee Directors, the Company seeks to attract, retain, compensate and motivate those highly competent individuals whose judgment, initiative, leadership, and efforts are important to the continued success of the Company.

1.3                                  Restatement Date .  The Plan is hereby amended and restated effective as of December 17, 2008.

SECTION 2.  DEFINITIONS

As used herein, the following terms shall have the meanings hereinafter set forth:

(a)                                   “Annual Meeting” means the annual meeting of the shareholders of the Company.

(b)                                  “Cash Payment” means the (i) cash amount payable to a Non-Employee Director pursuant to Section 8 below and (ii) effective for calendar years after December 31, 2008, any lead director fee payments that a Non-Employee Director may otherwise be entitled to.

(c)                                   “Board” means the Board of Directors of the Company.

(d)                                  “Code” means the Internal Revenue Code of 1986, as amended.  References to any Section of the Code shall include any successor provision thereto and applicable regulations or guidance thereunder.

(e)                                   “Common Stock” or “Share” means the common stock, par value $10.00 per share, of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of subsection 4.3.

(f)                                     “Company” means SPX Corporation, a Delaware corporation.

(g)                                  “Deferred Mutual Fund Unit” means the equivalent of one share of a respective mutual fund or other security designated by the Board for purposes of measuring the value of an Account established pursuant to Section 5 of the Plan.

(h)                                  “Director Options” means options granted hereunder to Non-Employee Directors.

(i)                                      “Dividend Date” means with respect to the mutual fund or other securities underlying a Deferred Mutual Fund Unit, the payment date of any dividend declared on such mutual fund or securities.

(j)                                      “Establishment Date” means February 26, 1997, the date on which the Plan was approved by the Board, and which Plan was approved by the Company’s shareholders at the 1997 Annual Meeting.

(k)                                   “EVA Plan” means the SPX Corporation EVA Incentive Compensation Plan.

(l)                                      “EVA Plan Bonus Multiple” means, as to any calendar year, the aggregate amount of the Declared Bonuses (as such term is defined in the EVA Plan) for the Company’s chief executive officer with respect to the calendar year, divided by the Target Bonus (as such term is defined in the EVA Plan) amount of the chief executive officer for the calendar year.

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(m)                                “Exchange Act” means the Securities Exchange Act of 1934, as amended.  References to any Section of the Exchange Act shall include any successor provision thereto and applicable regulations or guidance thereunder.

(n)                                  “Fair Market Value” means, as to any date, the closing price of a share of Common Stock as reported in the “NYSE-Composite Transactions” section of the Midwest Edition of The Wall Street Journal for such date or, if no prices are quoted for such date, on the next preceding date on which such prices of Common Stock are so quoted.

(o)                                  “Grant Date” means, with respect to each individual who is a Non-Employee Director on or after the Establishment Date, each of the Establishment Date, January 15, 1998, and January 15, 1999, and such other dates thereafter as the Board may establish.  With respect to any individual who first becomes a Non-Employee Director after the Establishment Date and prior to January 15, 1999, the date the individual first becomes a Non-Employee Director shall also be a Grant Date.

(p)                                  “Non-Employee Director” means any person who is a member of the Board and who is not, as of the date of an award under the Plan, an employee of the Company or any of its subsidiaries.

(q)                                  “Retirement Plan” means the SPX Corporation Directors’ Retirement Plan.

(r)                                     “Retirement Plan Conversion Date” means the date of the 1997 Annual Meeting.

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SECTION 3.  ELIGIBILITY

Each Non-Employee Director as of the Establishment Date and each person who becomes a Non-Employee Director after the Establishment Date shall be eligible to participate in the Plan.

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SECTION 4.  SHARES OF COMMON STOCK AVAILABLE

4.1                                  Number .  The total number of shares of Common Stock of the Company subject to issuance under the Plan, and subject to adjustment upon occurrence of any of the events indicated in subsection 4.3, may not exceed 75,000. The Shares to be delivered under the Plan may consist, in whole or in part, of authorized but unissued stock or treasury stock not reserved for any other purpose.

4.2                                  Unused Stock .  In the event any shares of Common Stock that are subject to a Director Option which, for any reason, expires, terminates or is canceled as to such shares, such shares again shall become available for issuance under the Plan.

4.3                                  Adjustment in Capitalization .  In the event of any change in the outstanding shares of Common Stock that occurs after ratification of the Plan by the shareholders of the Company by reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change, the aggregate number of shares of Common Stock subject to Director Options to be granted or outstanding pursuant to Section 7 hereof, and/or the stated option price, shall be appropriately adjusted by the Board, whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.

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SECTION 5.  DEFERRED ACCOUNT

5.1                                  Deferred Account .  The Company shall establish a deferred account (an “Account”) for each current Non-Employee Director whose benefit under the Retirement Plan is converted pursuant to subsection 5.2 below and for any other Non-Employee Director who makes an election to defer Cash Payments in accordance with Section 8 hereof.  The Account may be further sub-divided by the Company in order to reflect Account amounts that are exempt from Code Section 409A and Account amounts that are subject to Code Section 409A.  Distributions equal to the balance credited to the Non-Employee Director’s Account shall be made in cash in accordance with Sections 6 or 9 hereof.  The balance of the Account is dependent on the value per share of the mutual fund shares or other securities underlying the Deferred Mutual Fund Units on the date of distribution, and is therefore subject to market fluctuations in value until such distribution.

5.2                                  Conversion of Retirement Plan Benefit .  On the Retirement Plan Conversion Date, the accrued benefit of each current Non-Employee Director under the Retirement Plan shall be converted into Deferred Mutual Fund Units in an amount equal to 115% of the present value of such Non-Employee Director’s accrued benefit under the Retirement Plan, valued as of January 1, 1997.  Prior to the Retirement Plan Conversion Date, each Non-Employee Director shall make an election with respect to the conversion of such Non-Employee Director’s vested benefit among the respective Deferred Mutual Fund Units.  Such conversion shall be effective as of the Retirement Plan Conversion Date and will take place based on the value of the mutual fund shares or other securities underlying such Deferred Mutual Fund Units on such date.

5.3                                  Investment of Account .  A Non-Employee Director may elect to change the mix of the Deferred Mutual Fund Units credited to the Non-Employee Director’s Account in accordance with the administrative procedures and rules set by the Board or Company from time to time.  Such conversion shall be effective as of the applicable date determined according to such procedures and will take place based on the value of the mutual fund shares or other securities underlying the Deferred Mutual Fund Units on such date.

5.4                                  Dividends .  At any time a balance of Deferred Mutual Fund Units is maintained in an Account, there shall be credited to the Account additional Deferred Mutual Fund Units on each Dividend Date.  Such additional number of Deferred Mutual Fund Units shall be determined by reference to the number of mutual fund shares or other securities that would be issued by the mutual fund or the issuer of the other securities with respect to the reinvestment of such dividend.  In the absence of such reinvestment, the number of such additional Deferred Mutual Fund Units shall be determined by (i) multiplying the total number of Deferred Mutual Fund Units (including fractional Deferred Mutual Fund Units) credited to the Account immediately prior to the Dividend Date by the amount of the dividend per share of the underlying mutual fund or other security and (ii) dividing the product by the Fair Market Value per share as of such Dividend

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Date.  Additional Deferred Mutual Fund Units shall be similarly credited on each Dividend Date on which a balance of Deferred Mutual Fund Units is maintained in the Account.

5.5                                  Nontransferability .  No Deferred Mutual Fund Units shall be pledged, hypothecated or transferred by a Non-Employee Director other than by will or the laws of descent and distribution.  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.

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SECTION 6.  DISTRIBUTION OF ACCOUNT

6.1                                  Cessation of Directorship; Attainment of Age 70 .  Upon the first to occur of the date a Non-Employee Director attains age 70 or the date the Non-Employee Director ceases to be a director of the Company for any reason other than death, the balance of such Non-Employee Director’s Account that is exempt from Code Section 409A shall be paid in a lump sum to the Non-Employee Director within ninety (90) days after such date, but in no event later than the December 31st of the calendar year in which such date occurs.  Upon the first to occur of the date a Non-Employee Director attains age 70 or the date the Non-Employee Director ceases to be a director of the Company for any reason other than death, the balance of such Non-Employee Director’s Account that is subject to Code Section 409A shall be paid in a lump sum to the Non-Employee Director on or as soon as administratively possible after such date, but no later than sixty (60) days after such date.

6.2                                  Death .  In the event of the death of a Non-Employee Director while a director of the Company, the entire value of the Deferred Mutual Fund Units credited to his or her Account, within sixty (60) days of the date of the Non-Employee Director’s death, shall be paid in cash in a lump sum to such surviving beneficiary or beneficiaries as such Non-Employee Director may have designated by notice in writing to the Company or by will, or, if no beneficiaries are so designated, the legal representative of such Non-Employee Director’s estate.

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