
               AMENDMENT NO. 5 TO CREDIT AGREEMENT

     This Amendment No. 5 to Credit Agreement ("Amendment No. 4")
dated as of March 4, 1996 is made by and among SPX Corporation,
a Delaware corporation (the "Borrower"), each of the undersigned Lenders
and The First National Bank of Chicago, individually and as agent
for the Lenders.

                        R E C I T A L S

          A.   The parties hereto are party to a certain Credit
Agreement dated as of March 24, 1994 (as heretofore amended, the
"Credit Agreement").  Each capitalized term used but not
otherwise defined herein shall have the meaning ascribed to such
term in the Credit Agreement.

          B.   The parties hereto desire to enter into this
Amendment No. 5 in order to amend Section 6.32 of the Credit
Agreement in certain respects and to permanently reduce the
Aggregate Revolving Credit Commitment as hereinafter provided.

          NOW, THEREFORE, in consideration of the mutual
execution hereof and other good and valuable consideration, the
Agent, the Required Lenders and the Borrower agree as follows:

          1.   Amendment of Section 6.32.  Section 6.32 of the
Credit Agreement is deleted in its entirety and the following is
added in substitution therefor:

          " 6.32. Subordinated Debt Documents.  The Borrower will
not make any amendment or modification of any Subordinated Debt
Documents, nor shall the Borrower, on or after March 5, 1996,
directly or indirectly voluntarily prepay, defease, or in
substance defease, purchase, redeem, retire, or otherwise acquire
any of the Indebtedness evidenced by the Subordinated Notes in an
aggregate amount exceeding $50,000,000."

          2.   Permanent Reduction of the Aggregate Revolving
Credit Commitment.  The Borrower and the Lenders hereby agree
that the Aggregate Revolving Credit Commitment is hereby
permanently reduced, ratably among the Lenders, from $225,000,000
to $175,000,000 effective on the date that this Amendment No. 5
becomes effective pursuant to paragraph 4 hereof.

          3.   Representations and Warranties.  The Borrower
represents and warrants that:  (a) this Amendment No. 5 is a
legal, valid and binding obligation of the Borrower enforceable
against it in accordance with its terms, except as the
enforcement thereof may be subject to (i) the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors' rights generally, and (ii)
general principals of equity (regardless of whether such
enforcement is sought in a proceeding in equity or at law); and
(b) after giving effect to the execution of this Amendment No. 5
no Default or Unmatured Default has occurred and is continuing.

          4.   Effective Date.  The  amendments contained in this
Amendment No. 5 shall become effective only upon receipt by the
Agent (with sufficient copies for the Lenders) of written
agreement thereto by the Agent, the Required Lenders and the
Borrower.

          5.   Effect of Amendment.  Upon execution of this
Amendment No. 5, each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof," "herein," or words like
import, and each reference to the Credit Agreement in any of the
other Loan Documents shall mean and be a reference to the Credit
Agreement as amended hereby.  Except as specifically set forth
above, the Credit Agreement, the Exhibits and Schedules thereto
and the Notes shall remain unaltered and in full force and effect
and the respective terms, conditions or covenants thereof are
hereby in all respects ratified and confirmed.

          6.   Counterparts.  This Amendment No. 5 may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which
taken together shall constitute one instrument.

          7.   Governing Law.  This Amendment No. 5 shall be
governed by and construed in accordance with the internal laws
(and not the law of conflicts) of the State of Illinois, but
giving effect to federal laws applicable to national banks.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 5 to be executed by their duly authorized
representatives as of the date first written above.


                                   SPX CORPORATION

                                   By:    William L. Trubeck
                                   Title: Senior Vice President, Finance
                                          and Chief Financial and 
                                          Accounting Officer
                                           
                                   THE FIRST NATIONAL BANK OF
                                   CHICAGO, individually as a Lender
                                   and as Agent
                                           
                                   By:    Patricia H. Besser
                                   Title: Vice President
                                            
                                   THE BANK OF NEW YORK, as Lender
                                           
                                   By:    John M. Lokay, Jr.
                                   Title: Vice President
                                          
                                   NBD BANK, N.A., as Lender
                                           
                                   By:    William C. Goodhue
                                   Title: Vice President
                                          
                                   THE BANK OF NOVA SCOTIA, as Lender
                                           
                                   By:    F.C.H. Ashby
                                   Title: Senior Manager Loan Operations
                                          
                                   MICHIGAN NATIONAL BANK,  as Lender
                                           
                                   By:    Joseph M. Redoutey
                                   Title: Vice President
                                          
                                   SUMITOMO BANK, as Lender
                                          
                                   By:    James W. Semonchik
                                   Title: Senior Vice President
                                          
                                   THE YASUDA TRUST & BANKING
                                   CO., LTD., as Lender
                                          
                                   By:    K. Inoue
                                   Title: Joint Regional Manager
                                          
                                   MITSUBISHI TRUST & BANKING
                                   CORPORATION, as Lender
                                          
                                   By:    Masaaki Yamagishi
                                   Title: Chief Manager
                                            
                                   COMERICA BANK, as Lender
                                          
                                   By:    James R. Grossett
                                   Title: Vice President
                                           
                                   OLD KENT BANK & TRUST
                                   COMPANY, as Lender
                                          
                                   By:    Richard K. Russo
                                   Title: Vice President
                                          
                                   BANK OF TOKYO TRUST, as Lender
                                           
                                   By:    Friedrich N. Wilms
                                   Title: Vice President

