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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/0000950137-00-004756/0000950137-00-004756.txt : 20001114
<SEC-HEADER>0000950137-00-004756.hdr.sgml : 20001114
ACCESSION NUMBER:		0000950137-00-004756
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		17
CONFORMED PERIOD OF REPORT:	20000930
FILED AS OF DATE:		20001113

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SPX CORP
		CENTRAL INDEX KEY:			0000088205
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3540
]		IRS NUMBER:				381016240
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-06948
			FILM NUMBER:		759632
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		700 TERRACE POINT DR
				CITY:			MUSKEGON
				STATE:			MI
				ZIP:			49443
				BUSINESS PHONE:		6167245000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		700 TERRACE POINT DRIVE
					CITY:			MUSKEGON
					STATE:			MI
					ZIP:			49443
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	SEALED POWER CORP
						DATE OF NAME CHANGE:	19880515
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>c58353e10-q.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>

<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10Q


(X)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the quarterly period ended September 30, 2000

( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from ________ to _________

                          Commission File Number 1-6948


                                 SPX CORPORATION
             (Exact Name of Registrant as Specified in its Charter)



        Delaware                                       38-1016240
(State of Incorporation)                   (I.R.S. Employer Identification No.)



             700 Terrace Point Drive, Muskegon, Michigan 49443-3301
                     (Address of Principal Executive Office)



        Registrant's Telephone Number including Area Code (231) 724-5000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


                                   Yes X  No



             Common shares outstanding November 6, 2000- 31,716,655



                                       1
<PAGE>   2
                                 SPX CORPORATION
                                INDEX TO FORM 10Q


                                                                           PAGE
                                                                          NUMBER
                                                                          ------
PART I    FINANCIAL INFORMATION

Item 1    Unaudited Financial Statements

          Unaudited Consolidated Balance Sheets                               3

          Unaudited Consolidated Statements of Income                         4

          Unaudited Consolidated Statements of Cash Flows                     5

          Notes to Consolidated Financial Statements                          6


Item 2    Management's Discussion and Analysis of Results of Operations and
          Financial Condition                                                13



Item 3    Quantitative and Qualitative Disclosures About Market Risk         19

PART II   OTHER INFORMATION

Item 5    Other Information                                                  20

Item 6    Exhibits and Reports on Form 8-K                                   20

          SIGNATURES                                                         21



                                       2
<PAGE>   3
PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
                                SPX CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                 ($ in millions)

<TABLE>
<CAPTION>
                                                              September 30,     December 31,
                                                                  2000              1999
                                                            --------------------------------
                                                                (Unaudited)
<S>                                                              <C>              <C>
ASSETS
 Current assets:
 Cash and equivalents                                            $    46.6        $    78.8
 Accounts receivable                                                 515.4            473.7
 Inventories                                                         301.5            274.0
 Prepaid and other current assets                                     56.8             39.2
 Deferred income tax assets and refunds                              116.0            110.8
                                                            --------------------------------
    Total current assets                                           1,036.3            976.5
 Property, plant and equipment                                       869.0            799.8
 Accumulated depreciation                                           (400.4)          (355.1)
                                                            --------------------------------
    Net property, plant and equipment                                468.6            444.7
 Goodwill and intangible assets, net                               1,207.8          1,103.6
 Investment in EGS                                                    83.4             82.6
 Other assets                                                        287.1            238.6
                                                            --------------------------------
    Total assets                                                 $ 3,083.2        $ 2,846.0
                                                            ================================

LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
 Short-term borrowings and current
  maturities of long-term debt                                   $   105.0        $    97.7
 Accounts payable                                                    276.1            238.3
 Accrued expenses                                                    331.8            343.5
 Income taxes payable                                                 68.5             75.4
                                                            --------------------------------
    Total current liabilities                                        781.4            754.9
Long-term debt, less current maturities                            1,093.8          1,017.0
 Deferred income taxes                                               326.9            322.4
 Other long-term liabilities                                         203.1            199.4
                                                            --------------------------------
    Total long-term liabilities                                    1,623.8          1,538.8
Minority Interest                                                     26.9                -
 Shareholders' equity:
 Common stock                                                        357.6            354.9
 Paid-in capital                                                     494.9            489.7
 Retained earnings (deficit)                                         128.5            (11.7)
 Unearned compensation                                               (11.7)           (19.1)
 Accumulated other comprehensive income                              (19.7)           (13.0)
 Common stock in treasury                                           (298.5)          (248.5)
                                                            --------------------------------
    Total shareholders' equity                                       651.1            552.3
                                                            --------------------------------
    Total liabilities and shareholders' equity                   $ 3,083.2        $ 2,846.0
                                                            ================================
</TABLE>


        The accompanying notes are an integral part of these statements.


                                       3
<PAGE>   4
                                 SPX CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                    ($ in millions, except per share amounts)


<TABLE>
<CAPTION>
                                                               Three months ended       Nine months ended
                                                                 September 30,             September 30,
                                                              -------------------     -----------------------
                                                                2000       1999          2000         1999
                                                              -------    -------      --------      --------
<S>                                                           <C>        <C>          <C>           <C>
Revenues                                                      $ 645.1    $ 668.9      $1,968.0      $1,987.2

Costs and expenses:
 Cost of products sold                                          423.3      444.3       1,306.7       1,323.7
 Selling, general and administrative                            121.5      120.7         369.9         378.8
 Goodwill/intangible amortization                                10.3       10.4          29.4          31.4
 Special charges                                                 63.8        6.1          85.5          26.2
                                                              -------    -------      --------      --------
    Operating income                                             26.2       87.4         176.5         227.1
Gain on Issuance of Inrange Stock                                98.0         --          98.0            --
Other income(expense), net                                       (1.7)       9.9          21.8          48.2
Equity in earnings of EGS                                         8.0        8.2          26.9          25.8
Interest expense, net                                           (24.2)     (28.7)        (70.6)        (90.8)
                                                              -------    -------      --------      --------
    Income before income taxes                                  106.3       76.8         252.6         210.3
Provision for income taxes                                      (43.6)     (32.7)       (103.6)        (93.7)
                                                              -------    -------      --------      --------
Income before loss on early extinguishment of debt               62.7       44.1         149.0         116.6
Loss on early extinguishment of debt, net of tax                   --         --          (8.8)           --
                                                              -------    -------      --------      --------
Net income                                                    $  62.7    $  44.1      $  140.2      $  116.6
                                                              =======    =======      ========      ========
Basic income per share of common stock
     Income before loss on early extinguishment of debt       $  2.03    $  1.43      $   4.82      $   3.80
     Loss on early extinguishment of debt                          --         --         (0.28)           --
                                                              -------    -------      --------      --------
     Net income per share                                     $  2.03    $  1.43      $   4.54      $   3.80
                                                              =======    =======      ========      ========
 Weighted average number of basic
   common shares outstanding                                   30.917     30.851        30.906        30.676

Diluted income per share of common stock
     Income before loss on early extinguishment of debt       $  1.94    $  1.40      $   4.68      $   3.75
     Loss on early extinguishment of debt                          --         --         (0.28)           --
                                                              -------    -------      --------      --------
     Net income per share                                     $  1.94    $  1.40      $   4.40      $   3.75
                                                              =======    =======      ========      ========
 Weighted average number of diluted
   common shares outstanding                                   32.254     31.398        31.894        31.063
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       4

<PAGE>   5
                                SPX CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                ($ in millions)


<TABLE>
<CAPTION>
                                                                         Nine months ended
                                                                           September 30,
                                                                        --------------------
                                                                          2000        1999
                                                                        --------    --------
<S>                                                                     <C>         <C>
Cash flows from (used in) operating activities:
Net income                                                              $  140.2    $  116.6
Adjustments to reconcile net income to net
   cash from operating activities:
   Special charges                                                          85.5        26.2
   Earnings of EGS, net of distributions                                    (0.8)       (1.0)
   Loss on early extinguishment of debt, net of tax                          8.8          --
   Gain on sale of Inrange stock                                           (98.0)
   Gain on business divestitures                                              --       (31.7)
   Deferred income taxes                                                    (0.7)       49.9
   Depreciation                                                             49.8        47.8
   Amortization of goodwill and intangibles                                 33.7        31.4
   Employee benefits                                                       (26.1)      (14.1)
   Other, net                                                               (6.7)       10.6
Change in operating assets and liabilities, net of
 effect from acquisitions and  divestitures:
   Accounts receivable                                                     (12.4)      (45.6)
   Inventories                                                              (5.0)      (31.2)
   Accounts payable                                                         27.2        42.2
   Accrued expenses                                                        (40.7)      (68.8)
   Other, net                                                                6.6        32.6
                                                                        --------    --------
Net cash from operating activities before taxes on sale of Best Power      161.4       164.9
Taxes paid on the sale of Best Power                                       (69.0)         --
                                                                        --------    --------
                                                                            92.4       164.9
Cash flows from (used in) investing activities:
   Business divestitures                                                      --        91.2
   Business acquisitions and investments                                  (211.1)      (86.0)
   Capital expenditures                                                    (91.0)      (79.8)
   Other, net                                                                 --        15.7
                                                                        --------    --------
Net cash used in investing activities                                     (302.1)      (58.9)

Cash flows from (used in) financing activities:
   Net borrowings under revolving credit agreement                          20.0        55.0
   Borrowings under other debt agreements                                  509.4          --
   Payments under other debt agreements                                   (445.3)     (228.5)
   Proceeds from issuance of Inrange stock                                 128.2          --
   Treasury stock purchased                                                (47.2)         --
   Common stock issued under stock incentive programs                       12.4        11.1
   Treasury stock issued to benefit plans                                     --        28.5
                                                                        --------    --------
Net cash from (used in) financing activities                               177.5      (133.9)
                                                                        --------    --------
Net decrease in cash and equivalents                                       (32.2)      (27.9)
Cash and equivalents, beginning of period                                   78.8        70.3
                                                                        --------    --------
Cash and equivalents, end of period                                     $   46.6    $   42.4
                                                                        ========    ========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       5

<PAGE>   6
                                 SPX CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2000 (Unaudited)
                ($ in millions, except share and per share data)

1.   BASIS OF PRESENTATION

        In the opinion of management, the accompanying balance sheets and
        related interim statements of income and cash flows include all
        adjustments (consisting only of normal and recurring items) necessary
        for their fair presentation in conformity with generally accepted
        accounting principles. Preparing financial statements requires
        management to make estimates and assumptions that affect the reported
        amounts of assets, liabilities, revenues, and expenses. Actual results
        could differ from these estimates. Interim results are not necessarily
        indicative of results for a full year. The information included in this
        Form 10-Q should be read in conjunction with the consolidated financial
        statements contained in the Company's 1999 Annual Report on Form 10-K.

2.   BUSINESS SEGMENT INFORMATION

        The Company is comprised of four business segments. Technical Products
        and Systems primarily includes operations that design, manufacture and
        market data networking equipment, building life-safety systems, digital
        TV and radio transmission equipment and automated fare collection
        systems. Major customers are computer manufacturers and users,
        construction contractors, municipalities, and TV and radio broadcasters.
        Industrial Products and Services includes operations that design,
        manufacture and market power transformers, industrial valves, mixers,
        electric motors, laboratory freezers and ovens, hydraulic systems,
        industrial furnaces and coal feeders. Major customers include industrial
        chemical companies, pulp and paper manufacturers, laboratories and
        utilities. Service Solutions includes operations that design,
        manufacture and market a wide range of specialty service tools,
        equipment and services primarily to the motor vehicle industry in North
        America and Europe. Major customers are franchised dealers of motor
        vehicle manufacturers, aftermarket vehicle service facilities and
        independent distributors. Vehicle Components includes operations that
        design, manufacture and market transmission and steering components for
        light and heavy duty vehicle and small engine markets, principally in
        North America and Europe. Major customers are vehicle manufacturers and
        aftermarket private brand distributors.

        Inter-company sales among segments are not significant. Operating income
        by segment does not include general corporate expenses.

        Financial data for the Company's business segments are as follows:


<TABLE>
<CAPTION>
                                                        Three months                 Nine months
                                                     ended September 30,          ended September 30,
                                                     -------------------        ----------------------
                                                      2000         1999          2000         1999
                                                      ----         ----          ----         ----
        <S>                                          <C>         <C>            <C>           <C>
        Revenues:
           Technical Products and Systems            $ 168.3     $ 202.3        $   454.0     $  580.0
           Industrial Products and Services            236.3       201.5            709.0        614.6
           Service Solutions                           155.8       175.0            524.4        494.9
           Vehicle Components                           84.7        90.1            280.6        297.7
                                                     -------     -------        ---------     --------
        Total                                        $ 645.1     $ 668.9        $ 1,968.0     $1,987.2
                                                     =======     =======        =========     ========
        Operating Income: (1)
           Technical Products and Systems            $  25.0     $  35.0        $    73.1     $   71.1
           Industrial Products and Services             25.0        37.0             92.5        100.1
           Service Solutions                           (15.9)       14.3             22.0         42.5
           Vehicle Components                            2.3        10.2             25.4         38.2
           Corporate Special Charges                    (1.1)          -             (9.3)           -
           General Corporate Expenses                   (9.1)       (9.1)          ( 27.2)       (24.8)
                                                     -------     -------        ---------     --------
          Total                                      $  26.2     $  87.4        $   176.5     $  227.1
                                                     =======     =======        =========     ========
</TABLE>

        (1)    Operating income for the three months ended September 30, 2000
               and 1999 includes special charges of $63.8 and $6.1,
               respectively. Operating income for the nine months ended
               September 30, 2000 and 1999 includes charges of $85.5 and $26.2,
               respectively. Operating income for the three and nine month
               period ending September 30, 2000 also includes a charge against
               cost of goods sold of $12.3 primarily associated with the Service
               Solutions Segment. See Note 4 for further discussion.



                                       6
<PAGE>   7
3.      ACQUISITIONS & DIVESTITURES

        The Company continually reviews each of its businesses pursuant to its
        "fix, sell or grow" strategy. These reviews could result in selected
        acquisitions to expand an existing business or result in the disposition
        of an existing business. Acquisitions and dispositions for the first
        nine months of 2000 and 1999 are described below.

        ACQUISITIONS 2000

        In September of 2000, Revco Technologies, a business unit of SPX
        Corporation, acquired Jewett, Inc., of Buffalo, New York for a cash
        purchase price of $10.5. Jewett is a world leader in the manufacture and
        sale of high quality medical refrigeration and pathology equipment.
        Recognized for its blood bank, plasma and laboratory refrigerators, as
        well as its equipment for medical examiners facilities, morgues, and
        hospital autopsy suites, Jewett also produces nourishment and medicine
        stations typically used on hospital patient floors, and surgical scrub
        sinks for operating theaters. The Jewett acquisition provides increased
        global presence, particularly in the blood and plasma markets.

        In September of 2000, DeZurik, a business unit of SPX Corporation,
        acquired the US and UK assets of Copes-Vulcan, located in Lake City,
        Pennsylvania and Winsford, England for a cash purchase price of $35.0.
        The acquisition of Copes-Vulcan provides Dezurik with new technology and
        complementary products and services while expanding its customer base.
        The combined business will better serve process industries around the
        world with recognized quality process performance solutions.

        In September of 2000, Edwards Systems Technology, a business unit of SPX
        Corporation, acquired Ziton SA (Pty) Ltd. for a cash purchase price of
        $20.0. The acquisition of Ziton adds complementary technology, expands
        product and service offerings, bolsters Edwards Systems Technology's
        global position, and provides internationally based manufacturing
        capabilities for life safety systems.

        In August of 2000, Inrange Technologies ("Inrange"), a business unit of
        SPX Corporation, acquired Computerm Corporation of Pittsburgh,
        Pennsylvania for a purchase price of $30.0, which includes a
        non-interest bearing seller note of $3.0 due in August 2001. Computerm's
        high performance channel extension products and services allow storage
        networking applications to operate over wide area networks. Computerm's
        suite of channel extension offerings complements Inrange's storage
        networking systems and expands its virtual storage networking family of
        channel directors, optical multiplexers, and channel extension products
        and services.

        In August of 2000, Inrange acquired Varcom Corporation located in
        Fairfax, Virginia for a purchase price of $25.0, which includes a
        non-interest bearing seller note of $1.5 due in August 2002. Varcom
        Corporation is a provider of network management hardware, software, and
        services. Two of Varcom's key network management offerings are fully
        integrated into Inrange's Universal TouchPoint Architecture (TM) (UTA),
        a management system used to monitor and assess quality of service levels
        across the span of enterprise data networks.

        In March of 2000, the Company completed the acquisition of Fenner Fluid
        Power, a division of Fenner plc of Yorkshire, England for a cash
        purchase price of $64.0. The Company's high pressure hydraulics business
        is a market leader in the manufacture and distribution of high force
        industrial tools and hydraulic power systems and components. The
        addition of Fenner Fluid Power's medium pressure hydraulic power system
        components provides new technology, complementary products, and
        additional presence in the international market. Fenner Fluid Power has
        facilities in Rockford, Illinois and Romford, England.

        In the first nine months of 2000, the Company made several other
        acquisitions with an aggregate purchase price of $31.1. These
        acquisitions and the ones described above are not material individually
        or in the aggregate.

        Each acquisition in 2000 was accounted for using purchase accounting
        and, accordingly, the purchase price was allocated on a preliminary
        basis to the related assets acquired and liabilities assumed based on
        their estimated fair values at the date of acquisition. The allocation
        is expected to be finalized prior to the one-year anniversary of the
        acquisitions and adjustments are not expected to be material.

        ACQUISITIONS 1999

        In September of 1999, the Company acquired North American Transformer,
        Inc. ("NAT") from Rockwell International Corporation for a cash purchase
        price of $86.0. NAT's expertise in large power transformers has expanded
        the Company's existing product and service offering and positioned the
        business for international expansion.



                                       7
<PAGE>   8
        DIVESTITURES 1999

        In July of 1999, the Company sold the assets of its Acutex division to
        Hilite Industries for $27.0 in cash. The operation manufactured solenoid
        valves used in automatic transmissions for motor vehicles. The
        transaction was recorded in the third quarter of 1999, and resulted in
        no gain or loss.

        In March of 1999, the Company completed the sale of its Dual-Lite
        business, which it received from EGS Electrical Group LLC ("EGS") on
        October 6, 1998 in a partial rescission of the original EGS venture
        formation in the third quarter of 1997. Additionally, the Company
        completed the sale of a 50% interest in a Japanese joint venture during
        that quarter. The Company received combined proceeds of $64.2 and
        recognized a pre-tax gain of $29.0 ($10.4 after-tax). The relatively
        high effective tax rate on this gain was due to the low tax basis of the
        operations divested.

        In December of 1999, the Company sold Best Power to Invensys for $240.0
        and recognized a pretax gain of $23.8 and an after-tax loss of $45.2.
        The large tax expense from this sale was caused by $132.2 of
        nondeductible goodwill from the GSX acquisition of Best Power in 1995.

        These dispositions are not material individually or in the aggregate.

4.       SPECIAL CHARGES

        SPECIAL CHARGES 2000

        In the first nine months of 2000, the Company recorded special charges
        associated with restructuring actions, in-process technology write-offs,
        and asset impairments. Special charges for the three and nine months
        ended September 30, 2000 and 1999 include the following:

                                          Three Months Ended   Nine Months Ended
                                           2000       1999      2000        1999
                                           ----       ----      ----        ----
        Severance and Other Cash Costs    $ 21.7     $  3.5    $ 25.6     $ 15.3
        Asset Impairments                   27.2        2.6      35.7       10.9
        Goodwill Impairments                 4.9          -      14.2          -
        In-process technology               10.0          -      10.0          -
                                          ------     ------    ------     ------
                                 Total    $ 63.8     $  6.1    $ 85.5     $ 26.2
                                          ======     ======    ======     ======


        As part of the Company's Value Improvement Process(TM), the Company
        recently completed its strategic review process within each segment of
        the Company. As an outcome of this process, the Company announced and
        recorded a restructuring charge and asset impairments in the third
        quarter of 2000 of $53.8 to consolidate manufacturing and sales
        facilities and rationalize certain product lines in the Service
        Solutions, Industrial Products and Services, and Vehicle Components
        segments. Due to the aggressive acquisition strategy of the Company,
        from time to time alterations in the Company's business model are
        required to better serve customer demand, fix or discontinue lower
        margin product lines, and rationalize and consolidate manufacturing
        capacity to maximize Economic Value Added ("EVA(R)") improvement. The
        charge included $15.4 for severance and other benefits for approximately
        600 hourly and salaried employees, $27.2 for the write-down of assets,
        $4.9 for a write-down of goodwill and $6.3 for other cash costs
        associated with the plan. The write-down of assets and goodwill was
        required because the estimated fair value as measured by discounted cash
        flow was less than the carrying value of the assets or business. The
        Company also recorded a charge of $12.3 against costs of goods sold for
        discontinued products associated with restructuring and other product
        changes primarily within the Service Solutions segment. The impact of
        these charges in the third quarter of 2000 was $0.99 and $0.22 per share
        for the restructuring charge and cost of goods sold adjustment,
        respectively.

        The restructuring plan involves the consolidation or disposition of
        eight manufacturing or sales offices and re-organization of various
        sales, engineering and marketing teams within the Service Solutions,
        Industrial Products and Services and Vehicle Components segments.


                                       8
<PAGE>   9
        Special charges of $20.3 were recorded in the Service Solutions segment
        during the third quarter of 2000. These charges related primarily to the
        closing of Service Solutions Wayland, Michigan facility and the
        replacement of the financial and administrative operations at its
        Kalamazoo, Michigan and Montpelier, Ohio locations. Service Solutions is
        also consolidating several of its European operations into its Hainburg,
        Germany location and reducing its manufacturing infrastructure in
        Brazil.

        Special charges of $22.4 were recorded in the Industrial Products and
        Services segment during the third quarter of 2000. These charges related
        primarily to the Company's acquisition of Fenner Fluid Power in April of
        2000 and the consolidation of other manufacturing facilities. The
        Company has committed to closing its Owatonna Minnesota, Power Team
        facility and consolidating operations into Fenner Fluid Power's
        Rockford, Illinois facility. The combined business is called SPX Fluid
        Power.

        Special charges of $10.0 were recorded in the Vehicle Components segment
        during the third quarter of 2000. These charges related primarily to the
        rationalization plan initiated by the Company's Contech Metal Forge
        business unit in Clarksville, Tennessee.

        During the quarter, the Company also recorded a pre-tax special charge
        of $10.0 million for the write-off of in-process technology associated
        with the acquisition of Varcom Corporation. This special charge is
        included in operating income of the Technical Products and Systems
        segment. In-process technology represents the value assigned in a
        purchase business combination to research and development projects of
        the acquired business that had commenced but had not yet been completed
        at the date of acquisition and that have no alternative future use. The
        allocation of the purchase price to identifiable intangible assets,
        acquired in-process research and development and goodwill has been
        determined by an independent appraisal firm and management based on an
        analysis of factors such as historical operating results, discounts of
        cash flow projections and specific evaluations of product, customer and
        other information. In accordance with SFAS No. 2, "Accounting for
        Research and Development Costs," as clarified by FASB Interpretation No.
        4, amounts assigned to in-process technology meeting the above criteria
        must be charged to expense as part of the allocation of the purchase
        price of the business combination. The impact of this charge in the
        third quarter of 2000 was $0.18 per share.

        In the third quarter of 2000, the Company also recorded $1.1 of
        corporate special charges associated with restructuring initiatives
        throughout the businesses.

        Reorganization and restructuring costs include costs directly related to
        the Company's plan of reorganization. EITF No. 94-3 provides specific
        requirements as to the appropriate recognition of costs associated with
        employee termination benefits and other costs. Employee termination
        costs are recognized when benefit arrangements are communicated to
        affected employees in sufficient detail to enable the employees to
        determine the amount of benefits to be received upon termination. Other
        costs directly related to the reorganization of the Company that are not
        eligible for recognition at the commitment date, such as relocation and
        other integration costs, are expensed as incurred.

        In the second quarter of 2000, management concluded that the investment
        in certain software licenses was impaired and accordingly recorded an
        $8.2 write-down. This write-down is included in corporate special
        charges. The Company also recorded a $9.3 write-down of goodwill in the
        Industrial Products segment. The write-down was required because the
        estimated fair value was less than the carrying value of the assets or
        business.

        Additionally, during the second quarter of 2000, the Company announced
        that it would close two Industrial Products and Services manufacturing
        facilities located in Virginia and Pennsylvania primarily to consolidate
        operations. As a result of these actions, the Company recorded special
        charges of $4.2 including $1.3 for cash severance payments to 76 hourly
        and salaried employees, $2.6 for cash facility holding costs and $0.3 of
        asset write-downs.

        SPECIAL CHARGES 1999

        In the third quarter of 1999, the Company recorded special charges of
        $6.1 associated with the commitment to close one facility in the Vehicle
        Components segment and one facility in the Industrial Products and
        Services segment, and other restructuring initiatives. As a result of
        these actions the Company recorded cash termination benefits of $1.6 for
        approximately 93 hourly and salaried employees, $1.9 of cash closing
        costs for manufacturing facilities, and other non-cash asset write-downs
        associated with the Company's overall restructuring initiative of $2.6.
        These actions were completed in 2000.

        During the first nine months of 1999, the Company recorded special
        charges of $26.2. These charges were associated with the commitment to
        close Vehicle Components manufacturing and administrative facilities,
        Industrial Products and Services manufacturing facilities, and other
        restructuring initiatives. The charges included cash termination
        benefits of $10.1 for approximately 470 hourly and salaried employees,
        $5.2 of cash closing costs for manufacturing facilities, $3.6 of other
        non-cash costs associated with the Company's overall restructuring
        initiatives, and $7.3 of other non-cash asset write-downs.

        At September 30, 2000, a total of $25.6 of restructuring liabilities
        remained on the Consolidated Balance Sheet. This restructuring reserve
        relates primarily to restructuring actions initiated in 2000, and the
        company anticipates that the remaining restructuring reserve will be
        paid within one year of inception.



                                       9
<PAGE>   10
        The following table summarizes the restructuring reserve activity
        through September 30, 2000:

<TABLE>
<CAPTION>
                                              Employee   Facility      Other
                                            Termination   Holding      Cash
                                               Costs       Costs       Costs     Total
                                               -----       -----       -----     -----
             <S>                               <C>         <C>         <C>      <C>

             Balance at December 31, 1999      $  6.5      $ 6.3       $   -    $ 12.8
             Special Charge                      12.2        3.2         6.9      22.3

             Payments                            (5.1)      (3.6)       (0.8)     (9.5)
                                               ------      -----       -----    ------
             Balance at September 30, 2000     $ 13.6      $ 5.9       $ 6.1    $ 25.6
                                               ======      =====       =====    ======
</TABLE>

5.      GAIN ON ISSUANCE OF INRANGE STOCK

        In September of 2000, Inrange Technologies, a business unit of SPX
        Corporation, issued 8,855,000 shares of its class B common stock for
        cash in an initial public offering. The Company owns 75,633,333 shares
        of Inrange class A common stock. Holders of class B common stock
        generally have identical rights as Class A common stock except for
        voting and conversion rights. The holders of Class A common stock are
        entitled to five votes per share and the holders of Class B common stock
        are entitled to one vote per share. Holders of Class B common stock have
        no conversion rights. As a result of the initial public offering, at
        September 30, 2000 the Company owned 89.5% of the total number of
        outstanding shares of Inrange common stock. The Company owns 100% of the
        outstanding class A common stock, which represents 98% of the combined
        voting power of all classes of Inrange voting stock. Proceeds from the
        offering, based on the offering price of $16.00 per share, net of
        expenses, were $128.2. The Company accounted for the proceeds of the
        offering in accordance with Staff Accounting Bulletin ("SAB") 51,
        "Accounting by the Parent in Consolidation for Sale of Stock in
        Subsidiary." Accordingly, the Company recorded a pre-tax gain of $98.0
        ($57.6 after-tax) in the third quarter of 2000.


6.      OTHER INCOME

        On May 17, 2000, General Signal Power Systems, Inc. ("Best Power"),
        settled its patent infringement suit against American Power Conversion
        Corporation ("APC"). The Company received gross proceeds of $48.0 and
        recognized a pre-tax gain of $23.2, net of legal costs and other related
        expenses ($13.7 after-tax). The Company sold its Best Power business to
        Invensys, plc in the fourth quarter of 1999, but retained its ownership
        of the rights under the patent litigation. Invensys, plc obtained the
        ownership of the patents that were the object of the litigation.


7.      EARNINGS PER SHARE

        The following table sets forth certain calculations used in the
        computation of diluted earnings per share:

<TABLE>
<CAPTION>
                                              Three months ended September 30,     Nine months ended September 30,
                                                    2000        1999                    2000          1999
                                                    -----       -----                   ----          ----
        <S>                                        <C>        <C>                      <C>           <C>
        Numerator:
           Net Income                              $  62.7    $   44.1                 $ 140.2       $ 116.6
                                                   -------    --------                 -------       -------
        Denominator (shares in millions):
        Weighted-average shares outstanding         30.917      30.851                  30.906        30.676
           Effect of dilutive securities:
           Employee stock options                    1.337       0.547                   0.988         0.387
                                                   -------    --------                 -------       -------
        Adjusted weighted-average shares and
           Assumed conversions                      32.254      31.398                  31.894        31.063
                                                   =======    ========                 =======       =======
</TABLE>


                                       10
<PAGE>   11
8.   INVENTORY

        Inventory consists of the following:

<TABLE>
<CAPTION>
                                                                        September 30,    December 31,
                                                                            2000            1999
                                                                            ----            ----
        <S>                                                               <C>              <C>
        Finished goods                                                    $  112.9         $ 132.4
        Work in process                                                       66.9            58.4
        Raw material and purchased parts                                     134.7            96.2
                                                                          --------         -------
        Total FIFO cost                                                      314.5           287.0
        Excess of FIFO cost over LIFO inventory value                        (13.0)          (13.0)
                                                                          --------         -------
                                                                          $  301.5         $ 274.0
                                                                          ========         =======
</TABLE>

9.   INVESTMENT IN EGS

        The Company owns a 44.5% interest in EGS and accounts for its investment
        in EGS under the equity method of accounting, on a three-month lag
        basis. EGS operates primarily in the United States, Canada and Mexico.
        EGS's results of operations were as follows:

<TABLE>
<CAPTION>
                                                  Three months ended June 30,        Nine months ended June 30,
        (unaudited)                                    2000         1999                 2000        1999
                                                       ----         ----                 ----        ----
        <S>                                         <C>          <C>                    <C>         <C>
        Net sales                                   $ 114.9      $ 114.1                $ 354.0     $ 343.5
        Gross margin                                   44.9         46.0                  141.9       139.8
        Pre-tax income                                 16.7         17.4                   56.3        53.1
</TABLE>

        Condensed balance sheet information of EGS as of June 30, 2000 and
        September 30, 1999 was as follows:

<TABLE>
<CAPTION>
                                                                           June 30,      September 30,
                                                                            2000            1999
                                                                            ----            ----
                                                                         (unaudited)
        <S>                                                               <C>              <C>
          Current assets                                                  $ 162.0          $ 170.7
          Noncurrent assets                                                 317.6            328.2
          Current liabilities                                                56.2             67.7
          Noncurrent liabilities                                             29.8             33.5
</TABLE>

        The Company's recorded investment in EGS at September 30, 2000 was
        approximately $95.1 less than its ownership of EGS's reported net assets
        at September 30, 2000. This difference is being accreted on a
        straight-line basis over 40 years.

10.  DEBT

     On February 10, 2000, the Company paid down its existing Tranche B debt of
     $412.5 and revolver of $50.0, recorded a loss on early extinguishment of
     debt of $15.0 pre-tax ($8.8 after-tax, or $0.28 per share), and replaced
     the existing credit facility with a new $1,487.5 credit facility. The new
     credit facility consists of a $562.5 Tranche A Loan ("Tranche A Loan")
     maturing on September 30, 2004, a $500.0 Tranche B Loan ("Tranche B Loan")
     maturing on December 31, 2006, and a $425.0 Revolving Credit Facility
     ("Revolving Facility") with a maturity date of September 30, 2004,
     collectively hereinafter referred to as the "Credit Facility."

     The Credit Facility bears interest at variable rates using a calculated
     base borrowing rate ("Base Rate") or a Eurodollar Rate, plus an applicable
     margin. The Tranche A Loan and the Revolving Facility have variable margins
     between 0.5% and 1.5% for Base Rate loans and 1.5% and 2.5% for Eurodollar
     Rate borrowings. The Tranche B Loan has variable margins between 1.25% and
     1.5% for Base Rate


                                       11
<PAGE>   12
     loans and 2.25% and 2.5% for Eurodollar Rate borrowings. The Revolving
     Facility also is subject to annual commitment fees of 0.25% to 0.5% on the
     unused portion of the facility. The variable margins and commitment fees
     are based on certain financial measurements of the Company as defined in
     the Credit Facility.

     The Credit Facility is secured by substantially all of the assets of the
     Company (excluding EGS) and requires the Company to maintain certain
     leverage and interest coverage ratios. Under the most restrictive of the
     financial covenants, the Company is required to maintain (as defined) a
     maximum debt to earnings before interest, taxes, depreciation and
     amortization ratio and a minimum interest coverage ratio. Under the Credit
     Facility, the operating covenants, which limit, among other things,
     additional indebtedness by the Company and its subsidiaries, the sale of
     assets, capital expenditures, mergers, acquisitions and dissolutions, and
     share repurchases are less restrictive than those of the old credit
     facility. At September 30, 2000, the Company was in compliance with its
     financial covenants.

     The Company has effectively fixed the underlying Eurodollar rate at
     approximately 4.8% on $800.0 of indebtedness through interest rate
     protection agreements expiring November 9, 2001.

     The Company may also request the issuance of letters of credit not
     exceeding $150.0. Standby letters of credit issued under this facility of
     $29.9 at September 30, 2000 reduce the aggregate amount available under the
     Revolving Facility commitment.

11.  SHAREHOLDERS' EQUITY

     On February 10, 2000, the Company announced that its Board of Directors
     authorized an increase in its share repurchase program for up to $250.0.
     During the quarter, the Company purchased 70,000 shares of its stock in the
     open market for a total consideration of $9.5. This brings the total number
     of shares purchased during the first nine months of the year to 544,600 for
     a total consideration of $47.2.

12.  COMPREHENSIVE INCOME

     The components of comprehensive income, net of related tax, were as
     follows:

                                       Three months ended   Nine months ended
                                          September 30,        September 30,
                                          -------------        -------------
                                         2000      1999      2000      1999
                                         ----      ----      ----      ----
     Net income                         $ 62.7   $ 44.1     $140.2   $ 116.6
     Foreign currency translation
       adjustments                        (3.3)     2.0       (6.7)     (4.8)
                                        ------   ------     ------   -------
     Comprehensive income               $ 59.4   $ 46.1     $133.5   $ 111.8
                                        ======   ======     ======   =======


     The components of the balance sheet caption Accumulated Other Comprehensive
     Income, net of related tax, were as follows:


                                                  September 30,   December 31,
                                                     2000             1999
                                                     ----             ----
     Foreign currency translation adjustments       $ 17.3           $ 10.6
     Minimum pension liability adjustment,
       net of tax of $1.5 in 2000 and 1999             2.4              2.4
                                                    ------           ------
     Accumulated other comprehensive income         $ 19.7           $ 13.0
                                                    ======           ======

13.  RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN

     In the first quarter of 1999, the Company issued 438,600 shares of treasury
     stock at market value to its Retirement Savings and Stock Ownership Plan in
     exchange for $28.5 in cash. The proceeds were used to reduce outstanding
     debt obligations.



                                       12
<PAGE>   13
Item 2.  Management's Discussion and Analysis of Results of Operations and
         Financial Condition (dollars in millions)

The following unaudited information should be read in conjunction with the
Company's unaudited consolidated financial statements and related notes.

RESULTS OF OPERATIONS
CONSOLIDATED:

<TABLE>
<CAPTION>
                                                         Three months          Nine months
                                                     Ended September 30,    Ended September 30

                                                      2000         1999       2000          1999
                                                      ----         ----       ----          ----
<S>                                                  <C>        <C>        <C>          <C>
Revenues                                             $  645.1   $  668.9   $  1,968.0   $  1,987.2

Gross margin                                            221.8      224.6        661.3        663.5
% of revenues                                            34.4%      33.6%        33.6%        33.4%

Selling, general and admin expense                      121.5      120.7        369.9        378.8

% of revenues                                            18.8%      18.0%        18.8%        19.1%
Goodwill/intangible amortization                         10.3       10.4         29.4         31.4
Special charges                                          63.8        6.1         85.5         26.2
                                                     --------   --------   ----------   ----------
Operating income (1)                                     26.2       87.4        176.5        227.1
Gain on Issuance of Inrange Stock                        98.0        -           98.0          -
Other income (expense), net                              (1.7)       9.9         21.8         48.2
Equity in earnings of EGS                                 8.0        8.2         26.9         25.8
Interest expense, net                                   (24.2)     (28.7)       (70.6)       (90.8)
                                                     --------   --------   ----------   ----------
Income before income taxes                           $  106.3   $   76.8   $    252.6   $    210.3

Provision for income taxes                              (43.6)     (32.7)      (103.6)       (93.7)
                                                     --------   --------   ----------   ----------
Income before loss on early extinguishment of debt   $   62.7   $   44.1   $    149.0   $    116.6

Loss on early extinguishment of debt, net of tax          -          -          (8.8)          -
                                                     --------   --------   ----------   ----------
Net Income                                           $   62.7   $   44.1   $    140.2   $    116.6
                                                     --------   --------   ----------   ----------

Capital expenditures                                 $   31.0   $   25.7   $     91.0   $     79.8
Depreciation and amortization                            27.5       27.0         83.5         79.2
</TABLE>

(1)  Operating Income for the three and nine month period ending September 30,
2000 includes a charge against cost of goods sold of $12.3 primarily associated
with the Service Solutions Segment. See Note 4 for further discussion.


                                       13
<PAGE>   14
THIRD QUARTER 2000 VS. THIRD QUARTER 1999

Revenues - In the third quarter of 2000, revenues decreased $23.8 or 3.6% from
1999. The decrease was primarily attributable to a decline in the Service
Solutions and Technical Products and Systems segments. The decline in the
Service Solutions segment was a result of timing of several specialty tool
programs, including the Worldwide Diagnostic System (WDS) for Ford and emissions
programs. The decline in the Technical Products and Systems segment was due to
the disposition of Best Power in the fourth quarter of 1999. Excluding the
effect of acquisitions and divestitures, revenues increased $5.1 or 0.9% from
1999 due to growth in the Technical Products and Systems, and Industrial
Products and Services segments.

Gross margin - In the third quarter of 2000, gross margin increased to 34.4% of
revenues from 33.6% of revenues in 1999. This increase is a result of
restructuring actions initiated in 2000 and 1999 and changes in product mix.

Selling, general and administrative expense ("SG&A") - In the third quarter of
2000, SG&A increased to 18.8% of revenues from 18.0% of revenues in 1999. This
increase is primarily a result of increased spending on the FC9000 product in
the Technical Products and Systems segment combined with lower revenues in the
Service Solutions segment.

Goodwill/intangible amortization - In the third quarter of 2000, goodwill and
intangible amortization remained relatively constant. The decline in
amortization from the divestiture of Best Power in the fourth quarter of 1999
was offset by an increase in amortization associated with acquisitions in the
Technical Products and Systems and Industrial Products and Services segments.

Special charges- In the third quarter of 2000, the Company recorded special
charges associated with restructuring actions, in-process technology write-offs,
and asset impairments. Special charges for the three months ended September 30,
2000 and 1999 include the following:

                                              Three Months Ended
                                                2000        1999
                                                ----        ----
Severance and other cash costs                $ 21.7       $ 3.5
Assets impairments                              27.2         2.6
Goodwill impairments                             4.9          -
In-process technology                           10.0          -
                                              ------       -----
Total                                         $ 63.8       $ 6.1
                                              ======       =====
        Refer to Note 4 for further discussion.

Gain on issuance of Inrange Stock- In September of 2000, Inrange issued
8,855,000 shares of its class B common stock for cash in an initial public
offering. Proceeds from the offering, based on the offering price of $16.00 per
share, net of expenses, were $128.2. The Company accounted for the proceeds of
the offering in accordance with Staff Accounting Bulletin ("SAB") 51,
"Accounting by the Parent in Consolidation for Sale of Stock in Subsidiary."
Accordingly the Company recorded a pre-tax gain of $98.0 ($57.6 after-tax) in
the third quarter of 2000. See Note 5 for further discussion.

Other income, net - In the third quarter of 2000, other income declined
primarily due to a $6.2 gain on the sale of marketable securities recorded in
the third quarter of 1999.

Interest expense, net -In the third quarter of 2000, interest expense decreased
$4.5 primarily due to lower rates on the Credit Facility negotiated in February
2000.

Income taxes - The effective rate for the third quarter of 2000 was 41.0%, which
represents the Company's anticipated effective tax rate for 2000. The effective
rate in 2000 and 1999 is higher than the U.S. statutory rate primarily due to
the amortization of nondeductible goodwill and state taxes.

Capital expenditures - Capital expenditures in the third quarter of 2000 were
higher when compared to the third quarter of 1999 primarily due to expenditures
for expansion of manufacturing facilities, expenditures for new business
information systems, and capital investments to support new business programs.

NINE MONTHS 2000 VS. NINE MONTHS 1999

Revenues -In the first nine months of 2000, revenues decreased $19.2 or 1.0%
from 1999. Excluding the effect of acquisitions and divestitures, revenues
increased $99.5 or 5.6% from 1999 due to growth in all four business segments.

Gross margin - In the first nine months of 2000, gross margin increased to 33.6%
of revenues from 33.4% of revenues in 1999. This increase was due to cost
reduction actions initiated throughout the businesses as well as changes in
product mix and productivity improvements in the Technical Products and Systems,
Industrial Products and Services and Service Solutions segments.

Selling, general and administrative expense ("SG&A") - SG&A decreased to 18.8%
of revenues in 2000 from 19.1% of revenues in 1999. This decrease is primarily a
result of restructuring actions initiated in 1999 and other cost reduction
actions initiated throughout the businesses.


                                       14
<PAGE>   15
Goodwill/intangible amortization - In the first nine months of 2000,
amortization decreased primarily due to the disposition of Best Power in the
fourth quarter of 1999 offset by acquisitions in the Technical Products and
Systems, and Industrial Products and Services segments.

Special charges- In the first nine months of 2000 the Company recorded special
charges associated with restructuring actions, in-process technology write-offs,
and asset impairments. Special charges for the nine months ended September 30,
2000, and 1999 include the following:

                                       Nine Months Ended
                                        2000        1999
                                        ----        ----
Severance and other cash costs        $ 25.6       $ 15.3
Assets impairments                      35.7         10.9
Goodwill impairments                    14.2          -
In-process technology                   10.0          -
                                      ------       ------
Total                                 $ 85.5       $ 26.2
                                      ======       ======
Refer to Note 4 for further discussion.

Gain on issuance of Inrange Stock- In September of 2000, Inrange issued
8,855,000 shares of its class B common stock for cash in an initial public
offering. Proceeds from the offering, based on the offering price of $16.00 per
share, net of expenses, were $128.2. The Company accounted for the proceeds of
the offering in accordance with Staff Accounting Bulletin ("SAB") 51,
"Accounting by the Parent in Consolidation for Sale of Stock in Subsidiary."
Accordingly the Company recorded a pre-tax gain of $98.0 ($57.6 after-tax) in
the third quarter of 2000. See Note 5 for further discussion.

Other income, net - On May 17, 2000, General Signal Power Systems, Inc., ("Best
Power"), settled its patent infringement suit against American Power Conversion
Corporation ("APC"). The Company received gross proceeds of $48.0 and recognized
a pre-tax gain of $23.2, net of legal costs and other related expenses ($13.7
after-tax). The Company sold its Best Power business to Invensys, plc in the
fourth quarter of 1999, but retained its ownership of the rights under the
patent litigation. Invensys, plc obtained the ownership of the patents that were
the object of the litigation.

Other income in 1999 primarily includes the $29.0 gain on the sale of Dual-Lite
and the Company's 50% investment in a Japanese joint venture and a $13.9 gain on
the sale of marketable securities obtained in connection with a technology
acquisition.

Interest expense, net -- Interest expense decreased significantly in the first
nine months of 2000 primarily due to lower rates on the Credit Facility
negotiated in February 2000.

Income taxes - The effective income tax rate during the first nine months was
41.0%, which represents the Company's anticipated effective tax rate for 2000.
The effective rate in 2000 is higher than the U.S. statutory rate primarily due
to the amortization of nondeductible goodwill and state taxes. The 1999
effective tax rate of 44.6% was higher than the statutory rate due to the
amortization of nondeductible goodwill and the low tax basis of operations
divested during the first nine months.

Capital expenditures - Capital expenditures in the first nine months of 2000
were higher when compared to the first nine months of 1999 primarily due to
expenditures for expansion of manufacturing facilities, expenditures for new
business information systems, and capital requests to support new business
programs.

SEGMENT REVIEW
                                           Three months         Nine months
                                        Ended September 30,  Ended September 30,
                                        -------------------  -------------------
                                            2000     1999      2000      1999
                                            ----     ----      ----      ----
Revenues:
      Technical Products and Systems     $  168.3  $ 202.3  $   454.0  $  580.0
      Industrial Products and Services      236.3    201.5      709.0     614.6
      Service Solutions                     155.8    175.0      524.4     494.9
      Vehicle Components                     84.7     90.1      280.6     297.7
                                         --------  -------  ---------  --------
Total                                    $  645.1  $ 668.9  $ 1,968.0  $1,987.2
                                         ========  =======  =========  ========

Operating Income: (1)
    Technical Products and Systems       $   25.0  $  35.0  $    73.1  $   71.1
    Industrial Products and Services         25.0     37.0       92.5     100.1
    Service Solutions                       (15.9)    14.3       22.0      42.5
    Vehicle Components                        2.3     10.2       25.4      38.2
    Corporate Special Charges                (1.1)     -         (9.3)      -
    General Corporate Expenses               (9.1)    (9.1)     (27.2)    (24.8)
                                         --------  -------  ---------  --------
Total                                    $   26.2  $  87.4  $   176.5  $  227.1
                                         ========  =======  =========  ========

(1)   Operating income for the three months ended September 30, 2000 and 1999
      includes special charges of $63.8 and $6.1, respectively. Operating income
      for the nine months ended September 30, 2000 and 1999 includes special
      charges of $85.5 and $26.2, respectively. Operating income for the three
      and nine month period ending September 30, 2000 includes a charge against
      cost of goods sold of $12.3 primarily associated with the Service
      Solutions segment. See Note 4 for further discussion.


                                       15
<PAGE>   16
THIRD QUARTER 2000 VS. THIRD QUARTER 1999

Technical Products and Systems

Revenues - In the third quarter of 2000, revenues decreased $34.0 or 16.8% from
1999 primarily due to the disposition of Best Power in the fourth quarter of
1999. Excluding the effect of acquisitions and divestitures revenues increased
$22.7 or 16.2% from 1999 due to the introduction of the FC/9000 fibre channel
director, international demand for fire detection and building life-safety
products, increased domestic demand from the renovation market for building
life-safety system service, and sales of vending machines used by the US Postal
Service.

Operating Income - In the third quarter of 2000, operating income decreased
$10.0 from 1999 primarily due to special charges of $10.0 recorded in the third
quarter of 2000 and the disposition of Best Power in the fourth quarter of 1999.
See Note 4 for further discussion. Excluding special charges, operating margins
increased to 20.8% of revenues from 18.9% in 1999 primarily due to higher
revenues, adjusted for the sale of Best Power and improvements throughout the
segment offset by increased spending on sales and marketing expenses associated
with the FC/9000 product.

Industrial Products and Services

Revenues - In the third quarter of 2000, revenues increased $34.8 or 17.3% from
1999 primarily due to the acquisition of North American Transformer in September
1999 and the acquisition of Fenner Fluid Power in March 2000. Excluding the
effect of acquisitions and divestitures, revenues increased $4.6 or 2.3% from
1999 due to strong demand for laboratory equipment and medium-power
transformers.

Operating Income - In the third quarter of 2000, operating income decreased
$12.0 from 1999 primarily due to special charges recorded in the third quarter
of 2000. See Note 4 for further discussion. Excluding special charges and other
product changes, operating income increased $10.5 to 20.5% of revenues from
18.9% of revenues in 1999 due to cost reductions as a result of sourcing and
engineering efforts and restructuring actions.

Service Solutions

Revenues - In the third quarter of 2000, revenues decreased $19.2 or 11.0% from
1999 primarily due to the timing of several specialty tool programs, including
the Worldwide Diagnostic System (WDS) for Ford and emissions programs.

Operating Income - In the third quarter of 2000, operating income declined $30.2
from 1999 primarily due to special charges of $20.3 and $11.2 of charges
included in cost of goods sold associated with discontinued product lines and
other product changes. See Note 4 for further discussion. Excluding the effect
of restructuring and other product changes operating income increased $1.3 to
10.0% of revenues from 8.2% of revenues in 1999. This increase was driven by
demand for higher margin diagnostic tools.

Vehicle Components

Revenues - In the third quarter of 2000, revenues decreased $5.4 or 6.0% from
1999 primarily due to the disposition of Acutex in the third quarter of 1999.
Excluding acquisitions and divestitures, revenues declined $3.0 or 3.4% from
1999 primarily due to a decline in revenues from the forging business offset by
new orders for P-2000 die castings.

Operating Income - In the third quarter of 2000, operating income decreased $7.9
from 1999 primarily due to special charges of $10.0 recorded in the third
quarter of 2000. Excluding special charges operating income increased to 14.5%
of revenues from 13.4% of revenues in 1999 due to changes in product mix.

NINE MONTHS 2000 VS. NINE MONTHS 1999

Technical Products and Systems

Revenues - In the first nine months of 2000, revenues decreased $126.0 or 21.7%
from 1999 primarily due to the disposition of Best Power and Dual-Lite in 1999.
Excluding the effect of acquisitions and divestitures, revenues increased $43.1
or 10.7% from 1999 due to the introduction of the FC/9000 fibre channel
director, international demand for fire detection and building life-safety
products, increased domestic demand from the renovation market for building life
safety system service, growth in the cable pressurization product line and sales
of vending machines used by the US Postal Service.


                                       16
<PAGE>   17
Operating Income - In the first nine months of 2000, operating income increased
$2.0 from 1999 primarily due to special charges of $10.0 recorded in the third
quarter of 2000. See Note 4 for further discussion. Excluding special charges,
operating income increased to 18.3% of revenues from 14.8% in 1999 due to
process improvements and the divestiture of lower margin businesses offset by
increased spending associated with the FC/9000 product.


Industrial Products and Services

Revenues - In the first nine months of 2000, revenues increased $94.4 or 15.4%
from 1999 primarily due to internal growth, the acquisition of North American
Transformer in September 1999 and the acquisition of Fenner Fluid Power in March
2000. Excluding the effect of acquisitions and divestitures, revenues increased
$17.7 or 2.9% from 1999.

Operating Income - In the first nine months of 2000, operating income decreased
$7.6 from 1999 primarily due to special charges of $35.9 recorded in the second
and third quarter of 2000. See Note 4 for further discussion. Excluding special
charges and other product charges, operating income increased $21.2 to 18.3% of
revenues from 17.6% in 1999 primarily due to restructuring, sourcing and
engineering actions initiated to reduce the structure and cost base of the
Company's industrial businesses.

Service Solutions

Revenues - In the first nine months of 2000, revenues increased $29.5 or 6.0%
from 1999 primarily due to sales of new electronic diagnostic tools and new
warranty tools.

Operating Income - In the first nine months of 2000, operating income decreased
$20.5 from 1999 primarily due to special charges of $20.3 and $11.2 of charges
included in cost of goods sold associated with discontinued product lines and
other product changes. These charges were recorded in the third quarter of 2000.
See Note 4 for further discussion. Excluding the effect of special charges and
other product changes, operating income increased $11.0 to 10.2% of revenues
from 8.6% of revenues in 1999. This increase was driven by demand for higher
margin diagnostic tools.

Vehicle Components

Revenues - In the first nine months of 2000, revenues decreased $17.1 or 5.7%
from 1999 primarily due to the disposition of Acutex in the third quarter of
1999. Excluding acquisitions and divestitures, revenues increased $9.2 or 3.4%
from 1999.

Operating Income - In the first nine months of 2000, operating income decreased
$12.8 from 1999 primarily due to special charges of $10.0 recorded in the third
quarter of 2000. See Note 4 for further discussion. Excluding special charges,
operating income decreased to 12.6% of revenues from 13.9% of revenues in 1999
due to changes in product mix and costs associated with the expansion of a
manufacturing facility.

LIQUIDITY AND FINANCIAL CONDITION

The Company's liquidity needs arise primarily from capital investment in
equipment, funding working capital requirements to support business growth
initiatives, debt service costs, and acquisitions.

CASH FLOW                                      Nine months ended September 30,
                                                    2000              1999
                                             -----------------    -------------
            Cash flow from:
               Operating activities              $   161.4        $     164.9
               Tax on sale of Best Power             (69.0)                 -
               Investing activities                 (302.1)             (58.9)
               Financing activities                  177.5             (133.9)
                                                 ---------        -----------
               Net change in cash balances       $   (32.2)       $     (27.9)
                                                 =========        ===========

Operating Activities - In the first nine months of 2000, cash flow from
operating activities before taxes on the sale of Best Power was at the same
level as 1999.

Tax on sale of Best Power - In the fourth quarter of 1999, the Company sold Best
Power to Invensys plc for $240.0. The $69.0 reduction in cash flow represents
the taxes associated with the sale. The large tax expense from this sale was
primarily due to $132.2 of non-deductible goodwill from the General Signal
acquisition of Best Power in 1995.



                                       17
<PAGE>   18
Investing Activities - In the first nine months of 2000, the Company used $211.1
of cash to acquire businesses within the Technical Products and Systems, and
Industrial Products and Services segments. These acquisitions provide the
businesses with the appropriate size, scale, and position in markets that offer
opportunities for generating growth and superior results. Capital Expenditures
of $91.0 in 2000 were primarily for expansion of manufacturing facilities, new
business information systems, and capital investments to support new business
programs.

Financing Activities - In the nine months of 2000, cash flow from financing
activities consisted primarily of $128.2 net proceeds from the Inrange initial
public offering, net borrowings of $84.1 and share purchases of $47.2.

TOTAL DEBT

The following summarizes the total debt outstanding and unused credit
availability, as of September 30, 2000:

                                         Total        Amount       Unused Credit
                                       Commitment    Outstanding   Availability
                                      ------------   -----------   -------------
        Revolving loan                $      425.0    $    85.0    $   310.1(1)
        Tranche A loan                       537.5        537.5            -
        Tranche B loan                       497.5        497.5            -
        Medium term notes                     50.0         50.0            -
        Industrial revenue bonds              16.1         16.1            -
        Other borrowings                      12.7         12.7            -
                                      ------------    ---------    ---------
          Total                       $    1,538.8    $ 1,198.8    $   310.1
                                      ============    =========    =========

           (1)   Decreased by $29.9 of facility letters of credit outstanding at
                 September 30, 2000, which reduce the unused credit
                 availability.

The Credit Facility is secured by substantially all of the assets of the Company
(excluding EGS) and requires the Company to maintain certain leverage and
interest coverage ratios. Under the most restrictive of the financial covenants,
the Company is required to maintain (as defined) a maximum debt to earnings
before interest, income taxes, depreciation and amortization ratio and a minimum
interest coverage ratio. Under the Credit Facility, the operating covenants
limit, among other things, additional indebtedness by the Company and its
subsidiaries, the sale of assets, capital expenditures, mergers, acquisitions
and dissolutions, and share repurchases. At September 30, 2000, the Company was
in compliance with its financial covenants.

Management believes that cash flow from operations and the Credit Facility will
be sufficient to meet operating cash needs, including working capital
requirements, capital expenditures and debt service costs in the next twelve
months. The Company believes it has sufficient access to capital markets for
internal growth and acquisition activity.

OTHER MATTERS

Acquisitions and Divestitures - The Company continually reviews each of its
businesses pursuant to its "fix, sell or grow" strategy. These reviews could
result in selected acquisitions to expand an existing business or result in the
disposition of an existing business. Additionally, management has indicated that
it would consider a larger acquisition (more than $1 billion in revenues) if
certain criteria were met.

Environmental and Legal Exposure - The Company's operations and properties are
subject to various regulatory requirements relating to environmental protection.
It is the Company's policy to comply fully with applicable environmental
requirements. Also from time to time, the Company becomes involved in lawsuits
arising from various commercial matters, including but not limited to
competitive issues, contract issues, intellectual property matters, workers'
compensation and product liability.

The Company maintains property, cargo, auto, product, general liability, and
directors' and officers' liability insurance to protect itself against potential
loss exposures. There can be no assurance that such costs for environmental and
legal exposures could not have a material adverse effect on the Company's
results of operations or financial position in the future.

Pending Patent Litigation - The Company believes that it should ultimately
prevail on a pending patent infringement claim that it is pursuing against Snap
On, Inc. which could result in a significant judgment favorable to the Company.
However, since the amount of the damages cannot be fully quantified until the
legal discovery process proceeds further and no assurances can be made as to the
final timing and outcome of any litigation, no gain has been recorded. See Note
16 to the consolidated financial statements included in the Company's 1999
Annual Report on Form 10-K for further discussion.

Pension Income - The Company's pension plans have plan assets significantly in
excess of plan obligations. This overfunded position results in pension income
as the increase in market value of the plans' assets exceeds costs associated
with annual employee service. There can be no assurance that future periods will
include significant amounts of net pension income.


                                       18
<PAGE>   19
Significance of Goodwill and Intangibles - The Company had net goodwill and
intangibles of $1,207.8 and shareholders' equity of $651.1 at September 30,
2000. The Company amortizes its goodwill and intangible assets on a
straight-line basis over lives ranging from 10 to 40 years. There can be no
assurance that circumstances will not change in the future that will affect the
useful lives or carrying value of the Company's goodwill and intangibles.

EVA Incentive Compensation - The Company utilizes a measure known as Economic
Value Added ("EVA(R)") for its incentive compensation plans. EVA is internally
computed by the Company based on Net Operating Profit After-Tax less a charge on
the capital invested in the Company. These computations use certain assumptions
that vary from generally accepted accounting principles ("GAAP"). EVA is not a
measure under GAAP and is not intended to be used as an alternative to net
income and measuring operating performance presented in accordance with GAAP.
The Company believes that EVA, as internally computed, does bear a strong
correlation to the ultimate returns to the Company's shareholders. Annual
incentive compensation expense is dependent upon the annual change in EVA,
relative to preestablished improvement targets, and the expense can vary
significantly.

Accounting Pronouncements - Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging Activities," as amended by
FAS 137 and FAS 138, will become effective January 2001, and establishes
accounting and reporting standards for derivative instruments and hedging
contracts. FAS 133 requires that all derivative instruments be recorded on the
balance sheet at their fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income.
Management is currently analyzing the impact of this statement, but does not
anticipate that the effect on the Company's results of operations will be
material.

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements." SAB 101 provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements of all public registrants. SAB 101
is effective for the fourth quarter ended December 31, 2000. Changes, if any, in
our revenue recognition policy resulting from SAB 101 generally would not
involve the restatement of prior period financial statements, but would, to the
extent applicable, be reported as a change in accounting principle in the
quarter ending December 31, 2000, as if SAB 101 had been adopted on January 1,
2000. Management does not anticipate that the effect on the Company's results of
operations and financial position will be material.

In July of 2000, the Emerging Issues Task Force released Issue No. 00-10 ("EITF
00-10"), "Accounting for Shipping and Handling Revenues and Costs". The EITF
reached final consensus in September 2000 noting that amounts billed, if any,
for shipping and handling should be included in revenue. If shipping and
handling costs are significant and are not included in cost of sales, a company
should disclose both the amount of such costs and which line item on the income
statement includes that amount. EITF 00-10 is effective in the fourth quarter of
2000. Management is currently analyzing the impact of this statement, but does
not anticipate that the effect on the Company's results of operations will be
material.

The foregoing discussion in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contains forward looking statements, within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
that are subject to the safe harbor created thereby. These forward looking
statements, which reflect management's current views with respect to future
events and financial performance, are subject to certain risks and
uncertainties, including but not limited to those matters discussed above. Due
to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the date
hereof. Reference is made to the Company's 1999 Annual Report on Form 10-K for
additional cautionary statements and discussion of certain important factors as
they relate to forward looking statements. In addition, management's estimates
of future operating results are based on the current complement of businesses,
which is constantly subject to change as management implements its fix, sell or
grow strategy.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Management does not believe the Company's exposure to market risk has
significantly changed since year-end 1999 and does not believe that such risks
will result in significant adverse impacts to the Company's results of
operations





                                       19
<PAGE>   20
PART II - OTHER INFORMATION

Item 5.  Other Information

On August 22, 2000, the Board of Directors approved the grant of options to
purchase an aggregate of 2,500,000 shares of the Company's Common Stock to
certain executive officers. The exercise prices of the options are significantly
above the fair market value of the Company's Common Stock on the date of grant.
Each individual Stock Option Award is comprised of four equal tranches with
exercise prices of $210, $240, $270 and $300. These options vest on the earliest
of August 22, 2005, the date of a change of control, and the date of termination
of employment (each as described in the individual Stock Option Awards). In
addition, these options expire on August 21, 2010 (or earlier in the event of
termination of employment), contain a reload feature and provide tax withholding
rights.


Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits

             (2)     None.

             (3)     None.

             (4)     None

             10(i)   Stock Option Award dated as of August 22, 2000 between SPX
                     Corporation and Thomas J. Riordan.

             (ii)    Stock Option Award dated as of June 23, 1999 between SPX
                     Corporation and John B. Blystone.

             (iii)   Stock Option Award dated as of August 22, 2000 between SPX
                     Corporation and John B. Blystone.

             (iv)    Stock Option Award dated as of May 10, 1999 between SPX
                     Corporation and Robert B. Foreman.

             (v)     Stock Option Award dated as of August 22, 2000 between SPX
                     Corporation and Robert B. Foreman.

             (vi)    Stock Option Award dated as of August 26, 1998 between SPX
                     Corporation and Christopher J. Kearney.

             (vii)   Stock Option Award dated as of August 22, 2000 between SPX
                     Corporation and Christopher J. Kearney.

             (viii)  Stock Option Award dated as of August 22, 2000 between
                     SPX Corporation and Lewis M. Kling.

             (ix)    Stock Option Award dated as of April 23, 1997 between SPX
                     Corporation and Patrick J. O'Leary.

             (x)     Stock Option Award dated as of June 23, 1999 between SPX
                     Corporation and Patrick J. O'Leary.

             (xi)    Stock Option Award dated as of August 22, 2000 between SPX
                     Corporation and Patrick J. O'Leary.

             (xii)   Stock Option Award dated as of December 10, 1997 between
                     SPX Corporation and Thomas J. Riordan.

             (xiii)  Stock Option Award dated as of February 26, 1997 between
                     SPX Corporation and John B. Blystone.

             (xiv)   Nonqualified Stock Option Agreement dated as of October
                     14, 1996 between SPX Corporation and Patrick J. O'Leary.

             (xv)    FIRST AMENDMENT, dated as of August 22, 2000, to the
                     Credit Agreement, dated as of October 6, 1998 and as
                     amended and restated as of February 10, 2000, among SPX
                     CORPORATION, a Delaware corporation, the several banks and
                     other financial institutions or entities parties thereto,
                     BANK ONE, NA, as documentation agent, and THE CHASE
                     MANHATTAN BANK, as administrative agent for the Lenders.

             (11)    Statement regarding computation of earnings per share. See
                     Note 7 to the Consolidated Financial Statements.

             (15)    None.

             (18)    None.

             (19)    None.

             (22)    None.

             (23)    None.

             (24)    None.

             (27)    Financial data schedule.

             (99)    None.

        (b)  Reports on Form 8-K

             None.


                                       20
<PAGE>   21
                                   SIGNATURES


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 thereunto duly authorized.


                                            SPX CORPORATION
                                            ---------------
                                             (Registrant)



Date:  November 13, 2000                      By  /s/ John B. Blystone
                                                --------------------------------
                                             John B. Blystone
                                             Chairman, President and
                                             Chief Executive Officer




Date:  November 13, 2000                      By  /s/ Patrick J. O'Leary
                                                --------------------------------
                                             Patrick J. O'Leary
                                             Vice President, Finance,
                                             Treasurer and Chief
                                             Financial Officer

Date:  November 13, 2000
                                             By /s/ Ron Winowiecki
                                                --------------------------------
                                             Ron Winowiecki
                                             Chief Accounting Officer










                                       21
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(I)
<SEQUENCE>2
<FILENAME>c58353ex10-i.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 8/22/00
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10(i)
                             [SPX CORPORATION LOGO]

                                THOMAS J. RIORDAN

                               STOCK OPTION AWARD


         THIS AGREEMENT is made on and as of August 22, 2000, by and between SPX
CORPORATION, a Delaware Corporation ("SPX" or the "Company") and THOMAS J.
RIORDAN ("Executive").

1.       Grant of Options. In recognition of the Executive's performance as Vice
         President of the Corporation, and as an inducement to his continuing in
         the employ of the Company, SPX hereby grants to Executive Options to
         purchase 250,000 Shares of the Company's Common Stock, par value $10.00
         ("Common Stock") at Option Prices set forth below and in the manner and
         subject to the terms and conditions hereinafter provided:

<TABLE>
<CAPTION>

                           Number of Shares          Option Price Per Share
                           ----------------          ----------------------
<S>                                                     <C>
                                62,500                     $210.00
                                62,500                     $240.00
                                62,500                     $270.00
                                62,500                     $300.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock issued to the Executive in connection with
         such exercise. The Board of Directors has


<PAGE>   2

         delegated to its Compensation Committee (the "Committee") the authority
         to make such determinations and interpretations of this Agreement as it
         deems necessary and appropriate to carry out its intent and terms.

2.       Nonqualified Replacement Options. These Options are granted with the
         right to receive "Nonqualified Replacement Options" in accordance with
         the terms of this Agreement. A Nonqualified Replacement Option shall be
         granted upon the exercise of all or any portion of the Options
         (including exercise of any Nonqualified Replacement Options granted
         under this paragraph 2) if either (i) previously-owned shares of Mature
         Common Stock (defined below) are surrendered (whether by delivery or
         attestation) in payment of the Option Price or tax withholding, or (ii)
         shares of Common Stock otherwise issuable upon such exercise are
         withheld to satisfy minimum tax withholding, subject to the following:

         a.       The number of shares of Common Stock subject to the new
                  Nonqualified Replacement Option shall be the number of shares
                  of Common Stock surrendered or withheld.

         b.       The Option Price of the new Nonqualified Replacement Option
                  shall be the fair market value of a share of Common Stock on
                  the date the new Nonqualified Replacement Option is granted.

         c.       The new Nonqualified Replacement Option shall be fully vested
                  immediately upon grant and shall expire on the Expiration Date
                  set forth in paragraph 3.

         However, any other provision of this Agreement notwithstanding, a
         Nonqualified Replacement Option will not be granted upon the exercise
         of an Option, including a



                                       2
<PAGE>   3

         Nonqualified Replacement Option, unless the fair market value of a
         share of Common Stock on the date of such exercise is at least 25%
         higher than the Option Price of the Option or Nonqualified Replacement
         Option being exercised, as applicable. "Mature Common Stock" means, for
         purposes of this Agreement, Common Stock that has been acquired by the
         Executive on the open market or that has been acquired pursuant to an
         employee benefit arrangement of the Company and held for at least six
         months. For purposes of this paragraph 2, fair market value shall be
         determined in accordance with paragraph 5.d., below. For purposes of
         the following provisions of this Agreement, the term Options shall also
         refer to Nonqualified Replacement Options granted under this paragraph
         2.

3.       Time of Exercise of Options/Vesting.

         a.       The Options granted hereunder may be exercised in whole or in
                  part at any time and from time to time on or after the Vesting
                  Date and prior to or on the Expiration Date.

         b.       The Vesting Date is the earliest of: (i) August 22, 2005, (ii)
                  the date on which a "Change of Control" of the Company occurs
                  as defined in the Executive's "Change of Control Executive
                  Severance Agreement" dated February 15, 1999, or (iii) the
                  date on which the Executive's employment with the Company is
                  terminated by reason of his death or disability. If, prior to
                  the Vesting Date, the Executive's employment with the Company
                  terminates for any reason other than the Executive's death or
                  disability, this Agreement and all of the Options shall
                  terminate immediately upon such termination of employment.



                                       3
<PAGE>   4

         c.       The Expiration Date is the earliest of (i) August 21, 2010,
                  (ii) the date which is twelve (12) months after the date on
                  which the Executive's employment with the Company is
                  terminated by reason of his death, or (iii) the date which is
                  ninety (90) days after the date on which the Executive's
                  employment with the Company terminates for any reason other
                  than his death; provided, however, that if the Executive dies
                  during that ninety (90)-day period, then the Expiration Date
                  shall be the date which is nine (9) months after the
                  Executive's death.

4.       Non-Competition. If the Executive, without the prior written consent of
         the Company, directly or indirectly owns, manages, operates, controls,
         becomes employed by or otherwise participates in the management,
         operation or control of any business which is competitive with the
         business of the Company or any of its subsidiaries, all of the
         Executive's rights hereunder as to any unexercised portion of the
         Options shall be forfeited.

5.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price(s) in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX to the attention of its
                  Secretary;

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased and the Executive's copy of this
                  Agreement. Payment may be made



                                       4
<PAGE>   5

                  by: (i) certified or cashier's check, money order or other
                  cash payment, or (ii) delivery (or deemed delivery by
                  attestation) of Mature Common Stock with a fair market value
                  as of the exercise date equal to the aggregate Option Price
                  for the shares to be purchased (or a combination of (i) and
                  (ii)). The fair market value of the Common Stock for this
                  purpose shall be 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 the
                  exercise 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;

         e.       Be accompanied by payment in cash of any Federal, state or
                  local taxes required by law to be withheld by the Company with
                  respect to the exercise of the Options, unless other
                  satisfactory arrangements are made between the Company and the
                  Executive to satisfy such withholding obligations, which
                  arrangements may include the withholding of shares of Common
                  Stock with a fair market value equal to the minimum statutory
                  payroll and withholding taxes imposed as a result of such
                  exercise; and

         f.       Contain representations by the Executive or other person or
                  persons entitled to exercise the Options that the shares of
                  Common Stock are being acquired for investment and with no
                  present intention of selling or transferring them and that the
                  person acquiring them will not sell or otherwise transfer the
                  shares except in compliance with all applicable securities
                  laws and requirements of any stock exchange upon which the
                  shares may then be listed; provided, however, that no such
                  representations shall be required if a registration statement
                  under the


                                       5
<PAGE>   6

                  Securities Act of 1933 is in effect with respect to the shares
                  of Common Stock to be issued.

         As promptly as practicable after receipt of such notice and payment,
         the Company shall cause to be issued and delivered to the Executive or
         such other person or persons entitled to exercise the Options, as the
         case may be, certificates for the shares of Common Stock so purchased,
         which certificates may, if appropriate, be endorsed with restrictive
         legends to reflect any applicable restrictions on the transferability
         of such shares. If the Options shall have been exercised in full, this
         Agreement shall be canceled and retained by the Company; otherwise it
         shall be appropriately endorsed to reflect partial exercise and
         returned to the Executive or other person entitled to exercise the
         Options.

6.       Restrictions on Transfer of Options. Except as otherwise provided
         below, the Options may not be sold, transferred, pledged, assigned or
         otherwise alienated or hypothecated, other than by will or by the laws
         of descent and distribution; and the Options shall be exercisable
         during the Executive's lifetime only by him. However, the Options may
         be transferred to members of the Executive's immediate family or to one
         or more trusts for the benefit of the Executive and/or his immediate
         family members or to partnerships in which the Executive and/or his
         immediate family members are the only partners; provided that the
         Executive does not receive any consideration for such transfer and the
         Executive provides to the Company such documentation and/or information
         concerning any such transfer or transferee as the Committee may
         reasonably require. Any Options held by transferees permitted under
         this paragraph 6 shall remain subject to the same terms and conditions
         that applied immediately prior to such transfer. If without having


                                       6

<PAGE>   7


         fully exercised the Options granted hereunder, the Executive dies, the
         Options remaining outstanding hereunder pursuant to paragraph 3, above,
         shall be exercisable by the person or persons who shall have acquired
         the Executive's rights hereunder by will or the laws of descent and
         distribution and may be exercised for a period ending on the Expiration
         Date as set forth in paragraph 3, above.

7.       Rights Prior to Exercise of Option. Executive shall not have any rights
         as a stockholder with respect to the shares of Common Stock subject to
         this Agreement until exercise of the Options and delivery of the shares
         as herein provided.

8.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

9.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge Executive with or
         without Cause. Except as expressly provided herein, this Agreement
         shall not be construed as a term or condition of the Executive's
         employment and, in




                                       7
<PAGE>   8

         particular, it shall neither confer upon the Executive any additional
         rights or privileges relative to his existing terms and conditions of
         employment nor entitle the Executive to additional compensation or
         damages upon any termination of employment.

10.      Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

11.      Construction of Pronouns. Pronouns in the masculine used in this
         Agreement shall be construed as either masculine or feminine, as
         appropriate in the particular context.

12.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan, as applicable to a
         contract entered into and performed entirely within the State of
         Michigan.




                                       8
<PAGE>   9


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


         SPX CORPORATION                         EXECUTIVE



         /s/ John B. Blystone                    /s/ Thomas J. Riordan
- ----------------------------------------         -------------------------------
            John B. Blystone                        Thomas J. Riordan
         Chairman, President and
         Chief Executive Officer









                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(II)
<SEQUENCE>3
<FILENAME>c58353ex10-ii.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 6/23/99
<TEXT>

<PAGE>   1

                                                                  EXHIBIT 10(ii)


                             [SPX CORPORATION LOGO]

                                JOHN B. BLYSTONE

                               STOCK OPTION AWARD

                  THIS AGREEMENT is made on and as of June 23, 1999, by and
         between SPX CORPORATION, a Delaware Corporation ("SPX" or the
         "Company") and JOHN B. BLYSTONE ("Executive").

1.       Grant of Options. In recognition of his performance as Chairman,
         President and Chief Executive Officer of the Corporation, and as an
         inducement to his continuing in the employ of the Company, SPX hereby
         grants to Executive Options to purchase 1,000,000 Shares of the
         Company's Common Stock, par value $10.00 ("Common Stock") at Option
         Prices set forth below and in the manner and subject to the terms and
         conditions hereinafter provided:

<TABLE>
<CAPTION>

                      Number of Shares           Option Price Per Share
                      ----------------           ----------------------
<S>                                              <C>
                           250,000                       $120.00
                           250,000                       $145.00
                           250,000                       $170.00
                           250,000                       $195.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock issued to the Executive in connection with
         such exercise. The Board of Directors has delegated to its Compensation
         Committee (the "Committee") the authority to make such determinations
         and interpretations of this Agreement as it deems necessary and
         appropriate to carry out its intent and terms.

2.       Nonqualified Replacement Options. This Option is granted with the right
         to receive "Nonqualified Replacement Options" in accordance with the
         terms of this Agreement. A Nonqualified Replacement Option shall be
         granted upon the exercise of the Option (including any Options granted
         under this paragraph 2) if either (i) previously-owned shares of Mature
         Common Stock (defined below) are surrendered (whether by delivery or
         attestation) in payment of the Option Price or tax withholding, or (ii)
         shares of Common Stock otherwise issuable upon such exercise are
         withheld to satisfy minimum tax withholding, subject to the following:




<PAGE>   2

         a.       The number of shares of Common Stock subject to the
                  Nonqualified Replacement Option shall be the number of shares
                  of Common Stock surrendered or withheld.

         b.       The Option Price of the Nonqualified Replacement Option shall
                  be the fair market value of a share of Common Stock on the
                  date the Nonqualified Replacement Option is granted.

         c.       The Nonqualified Replacement Option shall be fully vested and
                  shall expire on the Expiration Date set forth in paragraph 3.

         Upon exercise, a Nonqualified Replacement Option shall also be eligible
         to receive a Nonqualified Replacement Option. A Nonqualified
         Replacement Option will not be granted upon the exercise of an Option,
         including a Nonqualified Replacement Option, unless the fair market
         value of a share of Common Stock on the date of exercise is at least
         25% higher than the Option Price of such Option or Nonqualified
         Replacement Option, as applicable. "Mature Shares" means, for purposes
         of this Agreement, Common Stock that has been acquired by the Executive
         on the open market or that has been acquired pursuant to an employee
         benefit arrangement of the Company and held for at least six months.
         For purposes of this paragraph 2, fair market value shall be determined
         in accordance with paragraph 4d. For purposes of the following
         provisions of this Agreement, the term Option shall also refer to
         Nonqualified Replacement Options.

3.       Time of Exercise of Options/Vesting. The Options granted hereunder may
         be exercised in whole or in part at any time and from time to time on
         or after the Vesting Date and prior to or on the Expiration Date. The
         Vesting Date is the earliest of: (i) June 23, 2004, (ii) the date on
         which a "Change-of-Control" of the Company occurs as defined in the
         Executive's "Change-of-Control Severance Agreement" dated February 15,
         1999, or (iii) the Date of Termination as defined in the Executive's
         Employment Agreement made and entered into as of January 1, 1997, and
         executed on February 25, 1997 (the "Employment Agreement"), in the
         event the Executive's employment with the Company is terminated by
         reason of his death or disability or by the Company other than for
         "Cause" or by the resignation of the Executive for "Good Reason" as
         those terms are defined in the Employment Agreement. The Expiration
         Date is the earlier of: (i) June 22, 2009, or (ii) the date which is
         two years after the Date of Termination as defined in the Employment
         Agreement. Consistent with the terms of the Employment Agreement and
         the definitions provided therein, the Options granted hereunder are
         forfeited in the event the Executive's employment is terminated by
         reason of his Discharge For Cause or resignation without Good Reason
         prior to the Vesting Date.

4.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;



                                       2
<PAGE>   3

         c.       Be in writing and delivered to SPX's Secretary;

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased. Payment may be made by: (i) check,
                  bank draft, money order or other cash payment, or (ii)
                  delivery (or deemed delivery by attestation) of previously
                  acquired shares of Common Stock with a fair market value as of
                  the exercise date equal to the aggregate Option Price for the
                  shares to be purchased (or a combination of (i) and (ii)). The
                  fair market value of the Common Stock for this purpose shall
                  be 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 the exercise 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;

         e.       Be accompanied by payment of any Federal, state or local taxes
                  required by law to be withheld by the Company with respect to
                  the exercise of the Options unless other satisfactory
                  arrangements are made between the Company and the Executive to
                  satisfy such withholding obligations; and

         f.       Unless a Registration Statement under the Securities Act of
                  1933 is in effect with respect to the shares of Common Stock
                  to be issued, contain a representation by the Executive or
                  other person or persons entitled to exercise the Options that
                  the shares of Common Stock are being acquired for investment
                  and with no present intention of selling or transferring them
                  and that the person acquiring them will not sell or otherwise
                  transfer the shares except in compliance with all applicable
                  securities laws and requirements of any stock exchange upon
                  which the shares may then be listed.

         If the Options shall have been exercised in full, this Agreement shall
         be canceled and retained by the Company, otherwise it shall be
         appropriately endorsed to reflect partial exercise and returned to the
         Executive or other person entitled to exercise the Options.

5.       Rights Prior to Exercise of Option. The Options may not be sold,
         transferred, pledged, assigned or otherwise alienated or hypothecated,
         other than by will or by the laws of descent and distribution. The
         Options shall be exercisable during the Executive's lifetime only by
         him. If without having fully exercised the Options granted hereunder,
         the Executive dies, the Options granted hereunder shall be exercisable
         by the person or persons who shall have acquired the Executive's rights
         hereunder by will or the laws of descent and distribution and may be
         exercised for a period ending on the Expiration Date as set forth in
         Paragraph 3 above. Executive shall not have any rights as a stockholder
         with respect to the shares of Common Stock optioned hereunder until
         exercise of the Options and delivery of the shares as herein provided.

6.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a stock dividend or split, recapitalization, merger,
         consolidation, combination, exchange of



                                       3
<PAGE>   4

         shares, or other similar corporate change, the aggregate number of
         shares of Common Stock subject to the Options, and the Option Prices,
         shall be appropriately adjusted by the Committee, whose reasonable
         determination shall be conclusive, provided, however, that fractional
         shares shall be rounded to the nearest whole share.

7.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge Executive with or
         without cause, such rights being governed exclusively by the Employment
         Agreement.

8.       Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

9.       Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan.







                                       4
<PAGE>   5


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

          SPX CORPORATION                                 EXECUTIVE



By:     /s/ Christopher J. Kearney              /s/ John B. Blystone
   -------------------------------------        --------------------------------
            Christopher J. Kearney                  John B. Blystone
Title:    Vice President, Secretary and
          General Counsel












                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(III)
<SEQUENCE>4
<FILENAME>c58353ex10-iii.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 8/22/00
<TEXT>

<PAGE>   1


                                                                 EXHIBIT 10(iii)

                             [SPX CORPORATION LOGO]

                                JOHN B. BLYSTONE

                               STOCK OPTION AWARD


         THIS AGREEMENT is made on and as of August 22, 2000, by and between SPX
CORPORATION, a Delaware Corporation ("SPX" or the "Company") and JOHN B.
BLYSTONE ("Executive").

1.       Grant of Options. In recognition of the Executive's performance as
         Chairman, President and Chief Executive Officer of the Corporation, and
         as an inducement to his continuing in the employ of the Company, SPX
         hereby grants to Executive Options to purchase 1,000,000 Shares of the
         Company's Common Stock, par value $10.00 ("Common Stock") at Option
         Prices set forth below and in the manner and subject to the terms and
         conditions hereinafter provided:

<TABLE>
<CAPTION>

                           Number of Shares          Option Price Per Share
                           ----------------          ----------------------
<S>                                                <C>
                               250,000                     $210.00
                               250,000                     $240.00
                               250,000                     $270.00
                               250,000                     $300.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock





<PAGE>   2

         issued to the Executive in connection with such exercise. The Board of
         Directors has delegated to its Compensation Committee (the "Committee")
         the authority to make such determinations and interpretations of this
         Agreement as it deems necessary and appropriate to carry out its intent
         and terms.

2.       Nonqualified Replacement Options. These Options are granted with the
         right to receive "Nonqualified Replacement Options" in accordance with
         the terms of this Agreement. A Nonqualified Replacement Option shall be
         granted upon the exercise of all or any portion of the Options
         (including exercise of any Nonqualified Replacement Options granted
         under this paragraph 2) if either (i) previously-owned shares of Mature
         Common Stock (defined below) are surrendered (whether by delivery or
         attestation) in payment of the Option Price or tax withholding, or (ii)
         shares of Common Stock otherwise issuable upon such exercise are
         withheld to satisfy minimum tax withholding, subject to the following:


         a.       The number of shares of Common Stock subject to the new
                  Nonqualified Replacement Option shall be the number of shares
                  of Common Stock surrendered or withheld.

         b.       The Option Price of the new Nonqualified Replacement Option
                  shall be the fair market value of a share of Common Stock on
                  the date the new Nonqualified Replacement Option is granted.

         c.       The new Nonqualified Replacement Option shall be fully vested
                  immediately upon grant and shall expire on the Expiration Date
                  set forth in paragraph 3.



                                       2
<PAGE>   3

         However, any other provision of this Agreement notwithstanding, a
         Nonqualified Replacement Option will not be granted upon the exercise
         of an Option, including a Nonqualified Replacement Option, unless the
         fair market value of a share of Common Stock on the date of such
         exercise is at least 25% higher than the Option Price of the Option or
         Nonqualified Replacement Option being exercised, as applicable. "Mature
         Common Stock" means, for purposes of this Agreement, Common Stock that
         has been acquired by the Executive on the open market or that has been
         acquired pursuant to an employee benefit arrangement of the Company and
         held for at least six months. For purposes of this paragraph 2, fair
         market value shall be determined in accordance with paragraph 5.d.,
         below. For purposes of the following provisions of this Agreement, the
         term Options shall also refer to Nonqualified Replacement Options
         granted under this paragraph 2.

3.       Time of Exercise of Options/Vesting.

         a.       The Options granted hereunder may be exercised in whole or in
                  part at any time and from time to time on or after the Vesting
                  Date and prior to or on the Expiration Date.

         b.       The Vesting Date is the earliest of: (i) August 22, 2005, (ii)
                  the date on which a "Change of Control" of the Company occurs
                  as defined in the Executive's "Change of Control Severance
                  Agreement" dated February 15, 1999, or (iii) the Date of
                  Termination as defined in the Executive's Employment Agreement
                  made and entered into as of January 1, 1997, and executed on
                  February 25, 1997 (the "Employment Agreement"), in the event
                  the Executive's employment with the




                                        3
<PAGE>   4

                  Company is terminated by reason of his death or disability or
                  by the Company other than for "Cause" or by the resignation of
                  the Executive for "Good Reason," as those terms are defined in
                  the Employment Agreement. Consistent with the terms of the
                  Employment Agreement and the definitions provided therein, the
                  Options granted hereunder are forfeited in the event the
                  Executive's employment is terminated by reason of his
                  Discharge For Cause or resignation without Good Reason prior
                  to the Vesting Date.

         c.       The Expiration Date is the earlier of: (i) August 21, 2010 or
                  (ii) the date which is two years after the Date of
                  Determination as defined in the Employment Agreement.

4.       Non-Competition. If the Executive, without the prior written consent of
         the Company, directly or indirectly owns, manages, operates, controls,
         becomes employed by or otherwise participates in the management,
         operation or control of any business which is competitive with the
         business of the Company or any of its subsidiaries, all of the
         Executive's rights hereunder as to any unexercised portion of the
         Options shall be forfeited.

5.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price(s) in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;





                                       4
<PAGE>   5

         c.       Be in writing and delivered to SPX to the attention of its
                  Secretary;

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased and the Executive's copy of this
                  Agreement. Payment may be made by: (i) certified or cashier's
                  check, money order or other cash payment, or (ii) delivery (or
                  deemed delivery by attestation) of Mature Common Stock with a
                  fair market value as of the exercise date equal to the
                  aggregate Option Price for the shares to be purchased (or a
                  combination of (i) and (ii)). The fair market value of the
                  Common Stock for this purpose shall be 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 the exercise 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;

         e.       Be accompanied by payment in cash of any Federal, state or
                  local taxes required by law to be withheld by the Company with
                  respect to the exercise of the Options, unless other
                  satisfactory arrangements are made between the Company and the
                  Executive to satisfy such withholding obligations, which
                  arrangements may include the withholding of shares of Common
                  Stock with a fair market value equal to the minimum statutory
                  payroll and withholding taxes imposed as a result of such
                  exercise; and

         f.       Contain representations by the Executive or other person or
                  persons entitled to exercise the Options that the shares of
                  Common Stock are being acquired for investment and with no
                  present intention of selling or transferring them and that the
                  person acquiring them will not sell or otherwise transfer the
                  shares except in




                                       5
<PAGE>   6

                  compliance with all applicable securities laws and
                  requirements of any stock exchange upon which the shares may
                  then be listed; provided, however, that no such
                  representations shall be required if a registration statement
                  under the Securities Act of 1933 is in effect with respect to
                  the shares of Common Stock to be issued.

         As promptly as practicable after receipt of such notice and payment,
         the Company shall cause to be issued and delivered to the Executive or
         such other person or persons entitled to exercise the Options, as the
         case may be, certificates for the shares of Common Stock so purchased,
         which certificates may, if appropriate, be endorsed with restrictive
         legends to reflect any applicable restrictions on the transferability
         of such shares. If the Options shall have been exercised in full, this
         Agreement shall be canceled and retained by the Company; otherwise it
         shall be appropriately endorsed to reflect partial exercise and
         returned to the Executive or other person entitled to exercise the
         Options.

6.       Restrictions on Transfer of Options. Except as otherwise provided
         below, the Options may not be sold, transferred, pledged, assigned or
         otherwise alienated or hypothecated, other than by will or by the laws
         of descent and distribution; and the Options shall be exercisable
         during the Executive's lifetime only by him. However, the Options may
         be transferred to members of the Executive's immediate family or to one
         or more trusts for the benefit of the Executive and/or his immediate
         family members or to partnerships in which the Executive and/or his
         immediate family members are the only partners; provided that the
         Executive does not receive any consideration for such transfer and the






                                       6
<PAGE>   7

         Executive provides to the Company such documentation and/or information
         concerning any such transfer or transferee as the Committee may
         reasonably require. Any Options held by transferees permitted under
         this paragraph 6 shall remain subject to the same terms and conditions
         that applied immediately prior to such transfer. If without having
         fully exercised the Options granted hereunder, the Executive dies, the
         Options remaining outstanding hereunder pursuant to paragraph 3, above,
         shall be exercisable by the person or persons who shall have acquired
         the Executive's rights hereunder by will or the laws of descent and
         distribution and may be exercised for a period ending on the Expiration
         Date as set forth in paragraph 3, above.

7.       Rights Prior to Exercise of Option. Executive shall not have any rights
         as a stockholder with respect to the shares of Common Stock subject to
         this Agreement until exercise of the Options and delivery of the shares
         as herein provided.

8.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.




                                       7
<PAGE>   8

9.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge Executive with or
         without Cause, such rights being governed exclusively by the Employment
         Agreement.

10.      Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective executors, administrators,
legal representatives, successors and assigns. This Agreement may be amended
only by further written agreement of the Company and Executive.

11.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan, as applicable to a
         contract entered into and performed entirely within the State of
         Michigan.




                                       8
<PAGE>   9



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.



          SPX CORPORATION                          EXECUTIVE



         /s/ Christopher J. Kearney                /s/ John B. Blystone
- -------------------------------------------        -----------------------------
             Christopher J. Kearney                    John B. Blystone
         Vice President, Secretary and
                General Counsel




                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(IV)
<SEQUENCE>5
<FILENAME>c58353ex10-iv.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 5/10/99
<TEXT>

<PAGE>   1


                                                                  EXHIBIT 10(iv)


                             [SPX CORPORATION LOGO]

                                ROBERT B. FOREMAN

                               STOCK OPTION AWARD


                  THIS AGREEMENT is made on and as of May 10, 1999, by and
         between SPX CORPORATION, a Delaware Corporation ("SPX" or the
         "Company") and ROBERT B. FOREMAN ("Executive").

1.       Grant of Options. As an inducement to hire the Executive into the
         position of Vice President Human Resources of the Corporation, SPX
         hereby grants to Executive Options to purchase 100,000 Shares of the
         Company's Common Stock, par value $10.00 ("Common Stock") at Option
         Prices set forth below and in the manner and subject to the terms and
         conditions hereinafter provided:

<TABLE>
<CAPTION>

                      Number of Shares                 Option Price Per Share
                      ----------------                 ----------------------
<S>                                                  <C>
                           50,000                            $75.00
                           50,000                            $90.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock issued to the Executive in connection with
         such exercise. The Board of Directors has delegated to its Compensation
         Committee (the "Committee") the authority to make such determinations
         and interpretations of this Agreement as it deems necessary and
         appropriate to carry out its intent and terms.

2.       Nonqualified Replacement Options. This Option is granted with the right
         to receive "Nonqualified Replacement Options" in accordance with the
         terms of this Agreement. A Nonqualified Replacement Option shall be
         granted upon the exercise of the Option (including any Options granted
         under this paragraph 2) if either (i) previously-owned shares of Mature
         Common Stock (defined below) are surrendered (whether by delivery or
         attestation) in payment of the Option Price or tax withholding, or (ii)
         shares of Common Stock otherwise issuable upon such exercise are
         withheld to satisfy minimum tax withholding, subject to the following:

         a.       The number of shares of Common Stock subject to the
                  Nonqualified Replacement Option shall be the number of shares
                  of Common Stock surrendered or withheld.






<PAGE>   2

         b.       The Option Price of the Nonqualified Replacement Option shall
                  be the fair market value of a share of Common Stock on the
                  date the Nonqualified Replacement Option is granted.

         c.       The Nonqualified Replacement Option shall be fully vested and
                  shall expire on the Expiration Date set forth in paragraph 3.

         Upon exercise, a Nonqualified Replacement Option shall also be eligible
         to receive a Nonqualified Replacement Option. A Nonqualified
         Replacement Option will not be granted upon the exercise of an Option,
         including a Nonqualified Replacement Option, unless the fair market
         value of a share of Common Stock on the date of exercise is at least
         25% higher than the Option Price of such Option or Nonqualified
         Replacement Option, as applicable. "Mature Shares" means, for purposes
         of this Agreement, Common Stock that has been acquired by the Executive
         on the open market or that has been acquired pursuant to an employee
         benefit arrangement of the Company and held for at least six months.
         For purposes of this paragraph 2, fair market value shall be determined
         in accordance with paragraph 4d. For purposes of the following
         provisions of this Agreement, the term Option shall also refer to
         Nonqualified Replacement Options.

3.       Time of Exercise of Options/Vesting. The Options granted hereunder may
         be exercised in whole or in part at any time and from time to time on
         or after the Vesting Date and prior to or on the Expiration Date. The
         Vesting Date is the earliest of: (i) May 10, 2004, (ii) the date on
         which a "change-of-control" of the Company occurs as defined in the
         Executive's "Change-of-Control Executive Severance Agreement" dated May
         10, 1999 or (iii) the date on which Executive's employment with the
         Company terminates by reason of his disability or death. The Expiration
         Date is May 9, 2009, except as otherwise provided herein.

4.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX's Secretary;

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased. Payment may be made by: (i) check,
                  bank draft, money order or other cash payment, or (ii)
                  delivery (or deemed delivery by attestation) of previously
                  acquired shares of Common Stock with a fair market value as of
                  the exercise date equal to the aggregate Option Price for the
                  shares to be purchased (or a combination of (i) and (ii)). The
                  fair market value of the Common Stock for this purpose shall
                  be the closing price of a share of Common Stock as reported in
                  the "NYSE-Composite Transactions" section of the Midwest
                  Edition of The Wall




                                       2
<PAGE>   3

                  Street Journal for the exercise 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;

         e.       Be accompanied by payment of any Federal, state or local taxes
                  required by law to be withheld by the Company with respect to
                  the exercise of the Options unless other satisfactory
                  arrangements are made between the Company and the Executive to
                  satisfy such withholding obligations; and

         f.       Unless a Registration Statement under the Securities Act of
                  1933 is in effect with respect to the shares of Common Stock
                  to be issued, contain a representation by the Executive or
                  other person or persons entitled to exercise the Options that
                  the shares of Common Stock are being acquired for investment
                  and with no present intention of selling or transferring them
                  and that the person acquiring them will not sell or otherwise
                  transfer the shares except in compliance with all applicable
                  securities laws and requirements of any stock exchange upon
                  which the shares may then be listed.

         If the Options shall have been exercised in full, this Agreement shall
         be canceled and retained by the Company, otherwise it shall be
         appropriately endorsed to reflect partial exercise and returned to the
         Executive or other person entitled to exercise the Options.

5.       Termination of Employment for Disability or Death. If without having
         fully exercised the Options granted hereunder, the Executive's
         employment with the Company is terminated by reason of disability, then
         the Vesting Date shall be the date of his termination and the
         Expiration Date shall be the date 90 days after termination. If without
         having fully exercised the Options granted hereunder, the Executive's
         employment with the Company is terminated by reason of death, the
         Options granted hereunder shall be fully vested and shall be
         exercisable by the person or persons who shall have acquired the
         Executive's rights hereunder by will or the laws of descent and
         distribution and the Expiration Date shall be the earlier of: (i) the
         date which is twelve months following the date of the Executive's
         death, or (ii) May 9, 2009.

6.       Other Termination of Employment. If the Executive's employment with the
         Company is terminated for reasons other than death or disability and
         prior to the Vesting Date, this Agreement and the Executive's Options
         shall terminate. If the Executive's employment with the Company is
         terminated for reasons other than death or disability and subsequent to
         the Vesting Date, then the Expiration Date shall be the earlier of: (i)
         the date which is 90 days following the date of termination of his
         employment, or (ii) May 9, 2009.

7.       Rights Prior to Exercise of Option. The Options may not be sold,
         transferred, pledged, assigned or otherwise alienated or hypothecated,
         other than by will or by the laws of descent and distribution. The
         Options shall be exercisable during the Executive's lifetime only by
         him. Executive shall not have any rights as a stockholder with respect
         to the shares of Common Stock optioned hereunder until exercise of the
         Options and delivery of the shares as herein provided.




                                       3
<PAGE>   4

8.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

9.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge Executive with or
         without cause. Except as expressly provided herein, this Agreement
         shall not be construed as a term or condition of his employment and, in
         particular, it shall neither confer upon Executive any additional
         rights or privileges relative to his existing terms and conditions of
         employment nor shall it entitle Executive to additional compensation or
         damages upon any termination of employment.

10.      Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

11.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan.




                                       4
<PAGE>   5


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

          SPX CORPORATION                                 EXECUTIVE



By:      /s/ John B. Blystone                  /s/ Robert B. Foreman
   ----------------------------------         ----------------------------------
             John B. Blystone                      Robert B. Foreman

Title:  Chairman, President & CEO





                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(V)
<SEQUENCE>6
<FILENAME>c58353ex10-v.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 8/22/00
<TEXT>

<PAGE>   1



                                                                   EXHIBIT 10(v)

                             [SPX CORPORATION LOGO]

                                ROBERT B. FOREMAN

                               STOCK OPTION AWARD


         THIS AGREEMENT is made on and as of August 22, 2000, by and between SPX
CORPORATION, a Delaware Corporation ("SPX" or the "Company") and ROBERT B.
FOREMAN ("Executive").

1.       Grant of Options. In recognition of the Executive's performance as Vice
         President, Human Resources of the Corporation, and as an inducement to
         his continuing in the employ of the Company, SPX hereby grants to
         Executive Options to purchase 250,000 Shares of the Company's Common
         Stock, par value $10.00 ("Common Stock") at Option Prices set forth
         below and in the manner and subject to the terms and conditions
         hereinafter provided:

<TABLE>
<CAPTION>

                           Number of Shares          Option Price Per Share
                           ----------------          ----------------------
<S>                                                <C>
                               62,500                       $210.00
                               62,500                       $240.00
                               62,500                       $270.00
                               62,500                       $300.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock





<PAGE>   2

         issued to the Executive in connection with such exercise. The Board of
         Directors has delegated to its Compensation Committee (the "Committee")
         the authority to make such determinations and interpretations of this
         Agreement as it deems necessary and appropriate to carry out its intent
         and terms.

2.       Nonqualified Replacement Options. These Options are granted with the
         right to receive "Nonqualified Replacement Options" in accordance with
         the terms of this Agreement. A Nonqualified Replacement Option shall be
         granted upon the exercise of all or any portion of the Options
         (including exercise of any Nonqualified Replacement Options granted
         under this paragraph 2) if either (i) previously-owned shares of Mature
         Common Stock (defined below) are surrendered (whether by delivery or
         attestation) in payment of the Option Price or tax withholding, or (ii)
         shares of Common Stock otherwise issuable upon such exercise are
         withheld to satisfy minimum tax withholding, subject to the following:

         a.       The number of shares of Common Stock subject to the new
                  Nonqualified Replacement Option shall be the number of shares
                  of Common Stock surrendered or withheld.

         b.       The Option Price of the new Nonqualified Replacement Option
                  shall be the fair market value of a share of Common Stock on
                  the date the new Nonqualified Replacement Option is granted.

         c.       The new Nonqualified Replacement Option shall be fully vested
                  immediately upon grant and shall expire on the Expiration Date
                  set forth in paragraph 3.




                                       2
<PAGE>   3

         However, any other provision of this Agreement notwithstanding, a
         Nonqualified Replacement Option will not be granted upon the exercise
         of an Option, including a Nonqualified Replacement Option, unless the
         fair market value of a share of Common Stock on the date of such
         exercise is at least 25% higher than the Option Price of the Option or
         Nonqualified Replacement Option being exercised, as applicable. "Mature
         Common Stock" means, for purposes of this Agreement, Common Stock that
         has been acquired by the Executive on the open market or that has been
         acquired pursuant to an employee benefit arrangement of the Company and
         held for at least six months. For purposes of this paragraph 2, fair
         market value shall be determined in accordance with paragraph 5.d.,
         below. For purposes of the following provisions of this Agreement, the
         term Options shall also refer to Nonqualified Replacement Options
         granted under this paragraph 2.

3.       Time of Exercise of Options/Vesting.

         a.       The Options granted hereunder may be exercised in whole or in
                  part at any time and from time to time on or after the Vesting
                  Date and prior to or on the Expiration Date.

         b.       The Vesting Date is the earliest of: (i) August 22, 2005, (ii)
                  the date on which a "Change of Control" of the Company occurs
                  as defined in the Executive's "Change of Control Executive
                  Severance Agreement" dated May 10, 1999, or (iii) the date on
                  which the Executive's employment with the Company is
                  terminated by reason of his death or disability. If, prior to
                  the Vesting Date, the Executive's employment with the Company
                  terminates for any reason other than the




                                       3
<PAGE>   4

                  Executive's death or disability, this Agreement and all of the
                  Options shall terminate immediately upon such termination of
                  employment.

         c.       The Expiration Date is the earliest of (i) August 21, 2010,
                  (ii) the date which is twelve (12) months after the date on
                  which the Executive's employment with the Company is
                  terminated by reason of his death, or (iii) the date which is
                  ninety (90) days after the date on which the Executive's
                  employment with the Company terminates for any reason other
                  than his death; provided, however, that if the Executive dies
                  during that ninety (90)-day period, then the Expiration Date
                  shall be the date which is nine (9) months after the
                  Executive's death.

4.       Non-Competition. If the Executive, without the prior written consent of
         the Company, directly or indirectly owns, manages, operates, controls,
         becomes employed by or otherwise participates in the management,
         operation or control of any business which is competitive with the
         business of the Company or any of its subsidiaries, all of the
         Executive's rights hereunder as to any unexercised portion of the
         Options shall be forfeited.

5.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price(s) in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX to the attention of its
                  Secretary;




                                       4
<PAGE>   5

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased and the Executive's copy of this
                  Agreement. Payment may be made by: (i) certified or cashier's
                  check, money order or other cash payment, or (ii) delivery (or
                  deemed delivery by attestation) of Mature Common Stock with a
                  fair market value as of the exercise date equal to the
                  aggregate Option Price for the shares to be purchased (or a
                  combination of (i) and (ii)). The fair market value of the
                  Common Stock for this purpose shall be 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 the exercise 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;

         e.       Be accompanied by payment in cash of any Federal, state or
                  local taxes required by law to be withheld by the Company with
                  respect to the exercise of the Options, unless other
                  satisfactory arrangements are made between the Company and the
                  Executive to satisfy such withholding obligations, which
                  arrangements may include the withholding of shares of Common
                  Stock with a fair market value equal to the minimum statutory
                  payroll and withholding taxes imposed as a result of such
                  exercise; and

         f.       Contain representations by the Executive or other person or
                  persons entitled to exercise the Options that the shares of
                  Common Stock are being acquired for investment and with no
                  present intention of selling or transferring them and that the
                  person acquiring them will not sell or otherwise transfer the
                  shares except in compliance with all applicable securities
                  laws and requirements of any stock




                                       5
<PAGE>   6

                  exchange upon which the shares may then be listed; provided,
                  however, that no such representations shall be required if a
                  registration statement under the Securities Act of 1933 is in
                  effect with respect to the shares of Common Stock to be
                  issued.

         As promptly as practicable after receipt of such notice and payment,
         the Company shall cause to be issued and delivered to the Executive or
         such other person or persons entitled to exercise the Options, as the
         case may be, certificates for the shares of Common Stock so purchased,
         which certificates may, if appropriate, be endorsed with restrictive
         legends to reflect any applicable restrictions on the transferability
         of such shares. If the Options shall have been exercised in full, this
         Agreement shall be canceled and retained by the Company; otherwise it
         shall be appropriately endorsed to reflect partial exercise and
         returned to the Executive or other person entitled to exercise the
         Options.

6.       Restrictions on Transfer of Options. Except as otherwise provided
         below, the Options may not be sold, transferred, pledged, assigned or
         otherwise alienated or hypothecated, other than by will or by the laws
         of descent and distribution; and the Options shall be exercisable
         during the Executive's lifetime only by him. However, the Options may
         be transferred to members of the Executive's immediate family or to one
         or more trusts for the benefit of the Executive and/or his immediate
         family members or to partnerships in which the Executive and/or his
         immediate family members are the only partners; provided that the
         Executive does not receive any consideration for such transfer and the
         Executive provides to the Company such documentation and/or information
         concerning any such transfer or transferee as the Committee may
         reasonably require. Any Options





                                       6
<PAGE>   7

         held by transferees permitted under this paragraph 6 shall remain
         subject to the same terms and conditions that applied immediately prior
         to such transfer. If without having fully exercised the Options granted
         hereunder, the Executive dies, the Options remaining outstanding
         hereunder pursuant to paragraph 3, above, shall be exercisable by the
         person or persons who shall have acquired the Executive's rights
         hereunder by will or the laws of descent and distribution and may be
         exercised for a period ending on the Expiration Date as set forth in
         paragraph 3, above.

7.       Rights Prior to Exercise of Option. Executive shall not have any rights
         as a stockholder with respect to the shares of Common Stock subject to
         this Agreement until exercise of the Options and delivery of the shares
         as herein provided.

8.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

9.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge





                                       7
<PAGE>   8

         Executive with or without Cause. Except as expressly provided herein,
         this Agreement shall not be construed as a term or condition of the
         Executive's employment and, in particular, it shall neither confer upon
         the Executive any additional rights or privileges relative to his
         existing terms and conditions of employment nor entitle the Executive
         to additional compensation or damages upon any termination of
         employment.

10.      Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

11.      Construction of Pronouns. Pronouns in the masculine used in this
         Agreement shall be construed as either masculine or feminine, as
         appropriate in the particular context.

12.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan, as applicable to a
         contract entered into and performed entirely within the State of
         Michigan.




                                       8
<PAGE>   9



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


           SPX CORPORATION                                 EXECUTIVE



          /s/ John B. Blystone                  /s/ Robert B. Foreman
- -----------------------------------             --------------------------------
              John B. Blystone                      Robert B. Foreman
          Chairman, President and
          Chief Executive Officer







                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(VI)
<SEQUENCE>7
<FILENAME>c58353ex10-vi.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 8/26/98
<TEXT>

<PAGE>   1


                                                                  EXHIBIT 10(vi)
                             [SPX CORPORATION LOGO]

                             CHRISTOPHER J. KEARNEY

                               STOCK OPTION AWARD

                  THIS AGREEMENT is made on and as of August 26, 1998, by and
         between SPX CORPORATION, a Delaware Corporation ("SPX" or the
         "Company") and CHRISTOPHER J. KEARNEY ("Executive").

1.       Grant of Options. In recognition of his performance as Vice President,
         Secretary and General Counsel of the Corporation, and as an inducement
         to his continuing in the employ of the Company, SPX hereby grants to
         Executive Options to purchase 100,000 Shares of the Company's Common
         Stock, par value $10.00 ("Common Stock") at Option Prices set forth
         below and in the manner and subject to the terms and conditions
         hereinafter provided:

<TABLE>
<CAPTION>

                      Number of Shares            Option Price Per Share
                      ----------------            ----------------------
<S>                                             <C>
                          34,000                         $60.00
                          33,000                         $75.00
                          33,000                         $90.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock issued to the Executive in connection with
         such exercise. The Board of Directors has delegated to its Compensation
         Committee (the "Committee") the authority to make such determinations
         and interpretations of this Agreement as it deems necessary and
         appropriate to carry out its intent and terms.

2.       Nonqualified Replacement Options. This Option is granted with the right
         to receive "Nonqualified Replacement Options" in accordance with the
         terms of this Agreement. A Nonqualified Replacement Option shall be
         granted upon the exercise of the Option (including any Options granted
         under this paragraph 2) if either (i) previously-owned shares of Mature
         Common Stock (defined below) are surrendered (whether by delivery or
         attestation) in payment of the Option Price or tax withholding, or (ii)
         shares of Common Stock otherwise issuable upon such exercise are
         withheld to satisfy minimum tax withholding, subject to the following:

         a.       The number of shares of Common Stock subject to the
                  Nonqualified Replacement Option shall be the number of shares
                  of Common Stock surrendered or withheld.





<PAGE>   2

         b.       The Option Price of the Nonqualified Replacement Option shall
                  be the fair market value of a share of Common Stock on the
                  date the Nonqualified Replacement Option is granted.

         c.       The Nonqualified Replacement Option shall be fully vested and
                  shall expire on the Expiration Date set forth in paragraph 3.

         Upon exercise, a Nonqualified Replacement Option shall also be eligible
         to receive a Nonqualified Replacement Option. A Nonqualified
         Replacement Option will not be granted upon the exercise of an Option,
         including a Nonqualified Replacement Option, unless the fair market
         value of a share of Common Stock on the date of exercise is at least
         25% higher than the Option Price of such Option or Nonqualified
         Replacement Option, as applicable. "Mature Shares" means, for purposes
         of this Agreement, Common Stock that has been acquired by the Executive
         on the open market or that has been acquired pursuant to an employee
         benefit arrangement of the Company and held for at least six months.
         For purposes of this paragraph 2, fair market value shall be determined
         in accordance with paragraph 4d. For purposes of the following
         provisions of this Agreement, the term Option shall also refer to
         Nonqualified Replacement Options.

3.       Time of Exercise of Options/Vesting. The Options granted hereunder may
         be exercised in whole or in part at any time and from time to time on
         or after the Vesting Date and prior to or on the Expiration Date. The
         Vesting Date is the earliest of: (i) August 26, 2003, (ii) the date on
         which a "change-of-control" of the Company occurs as defined in the
         Executive's "Change-of-Control Executive Severance Agreement" dated
         February 26, 1997 or (iii) the date on which Executive's employment
         with the Company terminates by reason of his disability or death. The
         Expiration Date is August 25, 2008, except as otherwise provided
         herein.

4.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX's Secretary;

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased. Payment may be made by: (i) check,
                  bank draft, money order or other cash payment, or (ii)
                  delivery (or deemed delivery by attestation) of previously
                  acquired shares of Common Stock with a fair market value as of
                  the exercise date equal to the aggregate Option Price for the
                  shares to be purchased (or a combination of (i) and (ii)). The
                  fair market value of the Common Stock for this purpose shall
                  be the closing price of a share of Common Stock as reported in
                  the "NYSE-Composite Transactions" section of the Midwest
                  Edition of The Wall


                                       2
<PAGE>   3

                  Street Journal for the exercise 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;

         e.       Be accompanied by payment of any Federal, state or local taxes
                  required by law to be withheld by the Company with respect to
                  the exercise of the Options unless other satisfactory
                  arrangements are made between the Company and the Executive to
                  satisfy such withholding obligations; and

         f.       Unless a Registration Statement under the Securities Act of
                  1933 is in effect with respect to the shares of Common Stock
                  to be issued, contain a representation by the Executive or
                  other person or persons entitled to exercise the Options that
                  the shares of Common Stock are being acquired for investment
                  and with no present intention of selling or transferring them
                  and that the person acquiring them will not sell or otherwise
                  transfer the shares except in compliance with all applicable
                  securities laws and requirements of any stock exchange upon
                  which the shares may then be listed.

         If the Options shall have been exercised in full, this Agreement shall
         be canceled and retained by the Company, otherwise it shall be
         appropriately endorsed to reflect partial exercise and returned to the
         Executive or other person entitled to exercise the Options.

5.       Termination of Employment for Disability or Death. If without having
         fully exercised the Options granted hereunder, the Executive's
         employment with the Company is terminated by reason of disability, then
         the Vesting Date shall be the date of his termination and the
         Expiration Date shall be the date 90 days after termination. If without
         having fully exercised the Options granted hereunder, the Executive's
         employment with the Company is terminated by reason of death, the
         Options granted hereunder shall be fully vested and shall be
         exercisable by the person or persons who shall have acquired the
         Executive's rights hereunder by will or the laws of descent and
         distribution and the Expiration Date shall be the earlier of: (i) the
         date which is twelve months following the date of the Executive's
         death, or (ii) August 25, 2008.

6.       Other Termination of Employment. If the Executive's employment with the
         Company is terminated for reasons other than death or disability and
         prior to the Vesting Date, this Agreement and the Executive's Options
         shall terminate. If the Executive's employment with the Company is
         terminated for reasons other than death or disability and subsequent to
         the Vesting Date, then the Expiration Date shall be the earlier of: (i)
         the date which is 90 days following the date of termination of his
         employment, or (ii) August 25, 2008.

7.       Rights Prior to Exercise of Option. The Options may not be sold,
         transferred, pledged, assigned or otherwise alienated or hypothecated,
         other than by will or by the laws of descent and distribution. The
         Options shall be exercisable during the Executive's lifetime only by
         him. Executive shall not have any rights as a stockholder with respect
         to the shares of Common Stock optioned hereunder until exercise of the
         Options and delivery of the shares as herein provided.


                                       3
<PAGE>   4

8.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

9.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge Executive with or
         without cause. Except as expressly provided herein, this Agreement
         shall not be construed as a term or condition of his employment and, in
         particular, it shall neither confer upon Executive any additional
         rights or privileges relative to his existing terms and conditions of
         employment nor shall it entitle Executive to additional compensation or
         damages upon any termination of employment.

10.      Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

11.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan.





                                       4
<PAGE>   5



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

          SPX CORPORATION                       EXECUTIVE


By      /s/ John B. Blystone                    /s/ Christopher J. Kearney
  ------------------------------------          --------------------------------
            John B. Blystone                        Christopher J. Kearney

Title:  Chairman, President & CEO









                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(VII)
<SEQUENCE>8
<FILENAME>c58353ex10-vii.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 8/22/00
<TEXT>

<PAGE>   1


                                                                 EXHIBIT 10(vii)
                             [SPX CORPORATION LOGO]

                             CHRISTOPHER J. KEARNEY

                               STOCK OPTION AWARD


         THIS AGREEMENT is made on and as of August 22, 2000, by and between SPX
CORPORATION, a Delaware Corporation ("SPX" or the "Company") and CHRISTOPHER J.
KEARNEY ("Executive").

1.       Grant of Options. In recognition of the Executive's performance as Vice
         President, Secretary and General Counsel of the Corporation, and as an
         inducement to his continuing in the employ of the Company, SPX hereby
         grants to Executive Options to purchase 250,000 Shares of the Company's
         Common Stock, par value $10.00 ("Common Stock") at Option Prices set
         forth below and in the manner and subject to the terms and conditions
         hereinafter provided:

<TABLE>
<CAPTION>

                           Number of Shares          Option Price Per Share
                           ----------------          ----------------------
<S>                                                  <C>
                                62,500                      $210.00
                                62,500                      $240.00
                                62,500                      $270.00
                                62,500                      $300.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock




<PAGE>   2

         issued to the Executive in connection with such exercise. The Board of
         Directors has delegated to its Compensation Committee (the "Committee")
         the authority to make such determinations and interpretations of this
         Agreement as it deems necessary and appropriate to carry out its intent
         and terms.

2.       Nonqualified Replacement Options. These Options are granted with the
         right to receive "Nonqualified Replacement Options" in accordance with
         the terms of this Agreement. A Nonqualified Replacement Option shall be
         granted upon the exercise of all or any portion of the Options
         (including exercise of any Nonqualified Replacement Options granted
         under this paragraph 2) if either (i) previously-owned shares of Mature
         Common Stock (defined below) are surrendered (whether by delivery or
         attestation) in payment of the Option Price or tax withholding, or (ii)
         shares of Common Stock otherwise issuable upon such exercise are
         withheld to satisfy minimum tax withholding, subject to the following:

         a.       The number of shares of Common Stock subject to the new
                  Nonqualified Replacement Option shall be the number of shares
                  of Common Stock surrendered or withheld.

         b.       The Option Price of the new Nonqualified Replacement Option
                  shall be the fair market value of a share of Common Stock on
                  the date the new Nonqualified Replacement Option is granted.


         c.       The new Nonqualified Replacement Option shall be fully vested
                  immediately upon grant and shall expire on the Expiration Date
                  set forth in paragraph 3.






                                       2
<PAGE>   3

         However, any other provision of this Agreement notwithstanding, a
         Nonqualified Replacement Option will not be granted upon the exercise
         of an Option, including a Nonqualified Replacement Option, unless the
         fair market value of a share of Common Stock on the date of such
         exercise is at least 25% higher than the Option Price of the Option or
         Nonqualified Replacement Option being exercised, as applicable. "Mature
         Common Stock" means, for purposes of this Agreement, Common Stock that
         has been acquired by the Executive on the open market or that has been
         acquired pursuant to an employee benefit arrangement of the Company and
         held for at least six months. For purposes of this paragraph 2, fair
         market value shall be determined in accordance with paragraph 5.d.,
         below. For purposes of the following provisions of this Agreement, the
         term Options shall also refer to Nonqualified Replacement Options
         granted under this paragraph 2.

3.       Time of Exercise of Options/Vesting.

         a.       The Options granted hereunder may be exercised in whole or in
                  part at any time and from time to time on or after the Vesting
                  Date and prior to or on the Expiration Date.

         b.       The Vesting Date is the earliest of: (i) August 22, 2005, (ii)
                  the date on which a "Change of Control" of the Company occurs
                  as defined in the Executive's "Change of Control Executive
                  Severance Agreement" dated February 15, 1999, or (iii) the
                  date on which the Executive's employment with the Company is
                  terminated by reason of his death or disability. If, prior to
                  the Vesting Date, the Executive's employment with the Company
                  terminates for any reason other than



                                       3
<PAGE>   4

                  the Executive's death or disability, this Agreement and all of
                  the Options shall terminate immediately upon such termination
                  of employment.

         c.       The Expiration Date is the earliest of (i) August 21, 2010,
                  (ii) the date which is twelve (12) months after the date on
                  which the Executive's employment with the Company is
                  terminated by reason of his death, or (iii) the date which is
                  ninety (90) days after the date on which the Executive's
                  employment with the Company terminates for any reason other
                  than his death; provided, however, that if the Executive dies
                  during that ninety (90)-day period, then the Expiration Date
                  shall be the date which is nine (9) months after the
                  Executive's death.

4.       Non-Competition. If the Executive, without the prior written consent of
         the Company, directly or indirectly owns, manages, operates, controls,
         becomes employed by or otherwise participates in the management,
         operation or control of any business which is competitive with the
         business of the Company or any of its subsidiaries, all of the
         Executive's rights hereunder as to any unexercised portion of the
         Options shall be forfeited.

5.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price(s) in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX to the attention of its
                  Secretary;


                                       4

<PAGE>   5

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased and the Executive's copy of this
                  Agreement. Payment may be made by: (i) certified or cashier's
                  check, money order or other cash payment, or (ii) delivery (or
                  deemed delivery by attestation) of Mature Common Stock with a
                  fair market value as of the exercise date equal to the
                  aggregate Option Price for the shares to be purchased (or a
                  combination of (i) and (ii)). The fair market value of the
                  Common Stock for this purpose shall be 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 the exercise 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;

         e.       Be accompanied by payment in cash of any Federal, state or
                  local taxes required by law to be withheld by the Company with
                  respect to the exercise of the Options, unless other
                  satisfactory arrangements are made between the Company and the
                  Executive to satisfy such withholding obligations, which
                  arrangements may include the withholding of shares of Common
                  Stock with a fair market value equal to the minimum statutory
                  payroll and withholding taxes imposed as a result of such
                  exercise; and

        f.        Contain representations by the Executive or other person or
                  persons entitled to exercise the Options that the shares of
                  Common Stock are being acquired for investment and with no
                  present intention of selling or transferring them and that the
                  person acquiring them will not sell or otherwise transfer the
                  shares except in compliance with all applicable securities
                  laws and requirements of any stock




                                       5
<PAGE>   6

                  exchange upon which the shares may then be listed; provided,
                  however, that no such representations shall be required if a
                  registration statement under the Securities Act of 1933 is in
                  effect with respect to the shares of Common Stock to be
                  issued.

         As promptly as practicable after receipt of such notice and payment,
         the Company shall cause to be issued and delivered to the Executive or
         such other person or persons entitled to exercise the Options, as the
         case may be, certificates for the shares of Common Stock so purchased,
         which certificates may, if appropriate, be endorsed with restrictive
         legends to reflect any applicable restrictions on the transferability
         of such shares. If the Options shall have been exercised in full, this
         Agreement shall be canceled and retained by the Company; otherwise it
         shall be appropriately endorsed to reflect partial exercise and
         returned to the Executive or other person entitled to exercise the
         Options.

6.       Restrictions on Transfer of Options. Except as otherwise provided
         below, the Options may not be sold, transferred, pledged, assigned or
         otherwise alienated or hypothecated, other than by will or by the laws
         of descent and distribution; and the Options shall be exercisable
         during the Executive's lifetime only by him. However, the Options may
         be transferred to members of the Executive's immediate family or to one
         or more trusts for the benefit of the Executive and/or his immediate
         family members or to partnerships in which the Executive and/or his
         immediate family members are the only partners; provided that the
         Executive does not receive any consideration for such transfer and the
         Executive provides to the Company such documentation and/or information
         concerning any such transfer or transferee as the Committee may
         reasonably require. Any Options




                                       6
<PAGE>   7

         held by transferees permitted under this paragraph 6 shall remain
         subject to the same terms and conditions that applied immediately prior
         to such transfer. If without having fully exercised the Options granted
         hereunder, the Executive dies, the Options remaining outstanding
         hereunder pursuant to paragraph 3, above, shall be exercisable by the
         person or persons who shall have acquired the Executive's rights
         hereunder by will or the laws of descent and distribution and may be
         exercised for a period ending on the Expiration Date as set forth in
         paragraph 3, above.

7.       Rights Prior to Exercise of Option. Executive shall not have any rights
         as a stockholder with respect to the shares of Common Stock subject to
         this Agreement until exercise of the Options and delivery of the shares
         as herein provided.

8.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

9.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge



                                       7
<PAGE>   8

         Executive with or without Cause. Except as expressly provided herein,
         this Agreement shall not be construed as a term or condition of the
         Executive's employment and, in particular, it shall neither confer upon
         the Executive any additional rights or privileges relative to his
         existing terms and conditions of employment nor entitle the Executive
         to additional compensation or damages upon any termination of
         employment.

10.      Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

11.      Construction of Pronouns. Pronouns in the masculine used in this
         Agreement shall be construed as either masculine or feminine, as
         appropriate in the particular context.

12.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan, as applicable to a
         contract entered into and performed entirely within the State of
         Michigan.




                                       8

<PAGE>   9


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


               SPX CORPORATION                      EXECUTIVE



              /s/ John B. Blystone                   /s/ Christopher J. Kearney
- --------------------------------------------        ----------------------------
                John B. Blystone                         Christopher J. Kearney
            Chairman, President and
            Chief Executive Officer







                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(VIII)
<SEQUENCE>9
<FILENAME>c58353ex10-viii.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 8/22/00
<TEXT>

<PAGE>   1


                                                                EXHIBIT 10(viii)

                             [SPX CORPORATION LOGO]

                                 LEWIS M. KLING

                               STOCK OPTION AWARD


         THIS AGREEMENT is made on and as of August 22, 2000, by and between SPX
CORPORATION, a Delaware Corporation ("SPX" or the "Company") and LEWIS M. KLING
("Executive").

1.       Grant of Options. In recognition of the Executive's performance as Vice
         President of the Corporation, and as an inducement to his continuing in
         the employ of the Company, SPX hereby grants to Executive Options to
         purchase 250,000 Shares of the Company's Common Stock, par value $10.00
         ("Common Stock") at Option Prices set forth below and in the manner and
         subject to the terms and conditions hereinafter provided:

<TABLE>
<CAPTION>

                           Number of Shares          Option Price Per Share
                           ----------------          ----------------------
<S>                                                <C>
                               62,500                       $210.00
                               62,500                       $240.00
                               62,500                       $270.00
                               62,500                       $300.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock issued to the Executive in connection with
         such exercise. The Board of Directors has





<PAGE>   2

         delegated to its Compensation Committee (the "Committee") the authority
         to make such determinations and interpretations of this Agreement as it
         deems necessary and appropriate to carry out its intent and terms.

2.       Nonqualified Replacement Options. These Options are granted with the
         right to receive "Nonqualified Replacement Options" in accordance with
         the terms of this Agreement. A Nonqualified Replacement Option shall be
         granted upon the exercise of all or any portion of the Options
         (including exercise of any Nonqualified Replacement Options granted
         under this paragraph 2) if either (i) previously-owned shares of Mature
         Common Stock (defined below) are surrendered (whether by delivery or
         attestation) in payment of the Option Price or tax withholding, or (ii)
         shares of Common Stock otherwise issuable upon such exercise are
         withheld to satisfy minimum tax withholding, subject to the following:

         a.       The number of shares of Common Stock subject to the new
                  Nonqualified Replacement Option shall be the number of shares
                  of Common Stock surrendered or withheld.

         b.       The Option Price of the new Nonqualified Replacement Option
                  shall be the fair market value of a share of Common Stock on
                  the date the new Nonqualified Replacement Option is granted.


         c.       The new Nonqualified Replacement Option shall be fully vested
                  immediately upon grant and shall expire on the Expiration Date
                  set forth in paragraph 3.

         However, any other provision of this Agreement notwithstanding, a
         Nonqualified Replacement Option will not be granted upon the exercise
         of an Option, including a




                                       2
<PAGE>   3

         Nonqualified Replacement Option, unless the fair market value of a
         share of Common Stock on the date of such exercise is at least 25%
         higher than the Option Price of the Option or Nonqualified Replacement
         Option being exercised, as applicable. "Mature Common Stock" means, for
         purposes of this Agreement, Common Stock that has been acquired by the
         Executive on the open market or that has been acquired pursuant to an
         employee benefit arrangement of the Company and held for at least six
         months. For purposes of this paragraph 2, fair market value shall be
         determined in accordance with paragraph 5.d., below. For purposes of
         the following provisions of this Agreement, the term Options shall also
         refer to Nonqualified Replacement Options granted under this paragraph
         2.

3.       Time of Exercise of Options/Vesting.

         a.       The Options granted hereunder may be exercised in whole or in
                  part at any time and from time to time on or after the Vesting
                  Date and prior to or on the Expiration Date.

         b.       The Vesting Date is the earliest of: (i) August 22, 2005, (ii)
                  the date on which a "Change of Control" of the Company occurs
                  as defined in the Executive's "Change of Control Executive
                  Severance Agreement" dated December 9, 1999, or (iii) the date
                  on which the Executive's employment with the Company is
                  terminated by reason of his death or disability. If, prior to
                  the Vesting Date, the Executive's employment with the Company
                  terminates for any reason other than the Executive's death or
                  disability, this Agreement and all of the Options shall
                  terminate immediately upon such termination of employment.



                                       3
<PAGE>   4

         c.       The Expiration Date is the earliest of (i) August 21, 2010,
                  (ii) the date which is twelve (12) months after the date on
                  which the Executive's employment with the Company is
                  terminated by reason of his death, or (iii) the date which is
                  ninety (90) days after the date on which the Executive's
                  employment with the Company terminates for any reason other
                  than his death; provided, however, that if the Executive dies
                  during that ninety (90)-day period, then the Expiration Date
                  shall be the date which is nine (9) months after the
                  Executive's death.

4.       Non-Competition. If the Executive, without the prior written consent of
         the Company, directly or indirectly owns, manages, operates, controls,
         becomes employed by or otherwise participates in the management,
         operation or control of any business which is competitive with the
         business of the Company or any of its subsidiaries, all of the
         Executive's rights hereunder as to any unexercised portion of the
         Options shall be forfeited.

5.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price(s) in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX to the attention of its
                  Secretary;

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased and the Executive's copy of this
                  Agreement. Payment may be made






                                       4
<PAGE>   5

                  by: (i) certified or cashier's check, money order or other
                  cash payment, or (ii) delivery (or deemed delivery by
                  attestation) of Mature Common Stock with a fair market value
                  as of the exercise date equal to the aggregate Option Price
                  for the shares to be purchased (or a combination of (i) and
                  (ii)). The fair market value of the Common Stock for this
                  purpose shall be 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 the
                  exercise 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;

         e.       Be accompanied by payment in cash of any Federal, state or
                  local taxes required by law to be withheld by the Company with
                  respect to the exercise of the Options, unless other
                  satisfactory arrangements are made between the Company and the
                  Executive to satisfy such withholding obligations, which
                  arrangements may include the withholding of shares of Common
                  Stock with a fair market value equal to the minimum statutory
                  payroll and withholding taxes imposed as a result of such
                  exercise; and

         f.       Contain representations by the Executive or other person or
                  persons entitled to exercise the Options that the shares of
                  Common Stock are being acquired for investment and with no
                  present intention of selling or transferring them and that the
                  person acquiring them will not sell or otherwise transfer the
                  shares except in compliance with all applicable securities
                  laws and requirements of any stock exchange upon which the
                  shares may then be listed; provided, however, that no such
                  representations shall be required if a registration statement
                  under the




                                       5
<PAGE>   6

                  Securities Act of 1933 is in effect with respect to the shares
                  of Common Stock to be issued.

         As promptly as practicable after receipt of such notice and payment,
         the Company shall cause to be issued and delivered to the Executive or
         such other person or persons entitled to exercise the Options, as the
         case may be, certificates for the shares of Common Stock so purchased,
         which certificates may, if appropriate, be endorsed with restrictive
         legends to reflect any applicable restrictions on the transferability
         of such shares. If the Options shall have been exercised in full, this
         Agreement shall be canceled and retained by the Company; otherwise it
         shall be appropriately endorsed to reflect partial exercise and
         returned to the Executive or other person entitled to exercise the
         Options.

6.       Restrictions on Transfer of Options. Except as otherwise provided
         below, the Options may not be sold, transferred, pledged, assigned or
         otherwise alienated or hypothecated, other than by will or by the laws
         of descent and distribution; and the Options shall be exercisable
         during the Executive's lifetime only by him. However, the Options may
         be transferred to members of the Executive's immediate family or to one
         or more trusts for the benefit of the Executive and/or his immediate
         family members or to partnerships in which the Executive and/or his
         immediate family members are the only partners; provided that the
         Executive does not receive any consideration for such transfer and the
         Executive provides to the Company such documentation and/or information
         concerning any such transfer or transferee as the Committee may
         reasonably require. Any Options held by transferees permitted under
         this paragraph 6 shall remain subject to the same terms and conditions
         that applied immediately prior to such transfer. If without having




                                       6
<PAGE>   7

         fully exercised the Options granted hereunder, the Executive dies, the
         Options remaining outstanding hereunder pursuant to paragraph 3, above,
         shall be exercisable by the person or persons who shall have acquired
         the Executive's rights hereunder by will or the laws of descent and
         distribution and may be exercised for a period ending on the Expiration
         Date as set forth in paragraph 3, above.

7.       Rights Prior to Exercise of Option. Executive shall not have any rights
         as a stockholder with respect to the shares of Common Stock subject to
         this Agreement until exercise of the Options and delivery of the shares
         as herein provided.

8.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

9.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge Executive with or
         without Cause. Except as expressly provided herein, this Agreement
         shall not be construed as a term or condition of the Executive's
         employment and, in



                                       7
<PAGE>   8

         particular, it shall neither confer upon the Executive any additional
         rights or privileges relative to his existing terms and conditions of
         employment nor entitle the Executive to additional compensation or
         damages upon any termination of employment.

10.      Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

11.      Construction of Pronouns. Pronouns in the masculine used in this
         Agreement shall be construed as either masculine or feminine, as
         appropriate in the particular context.

12.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan, as applicable to a
         contract entered into and performed entirely within the State of
         Michigan.





                                       8
<PAGE>   9


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


        SPX CORPORATION                         EXECUTIVE



        /s/ John B. Blystone                    /s/ Lewis M. Kling
- -------------------------------------           --------------------------------
            John B. Blystone                        Lewis M. Kling
        Chairman, President and
        Chief Executive Officer







                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(IX)
<SEQUENCE>10
<FILENAME>c58353ex10-ix.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 4/23/97
<TEXT>

<PAGE>   1

                                                                  EXHIBIT 10(ix)

                             [SPX CORPORATION LOGO]

                               PATRICK J. O'LEARY

                               STOCK OPTION AWARD

                  THIS AGREEMENT is made on and as of April 23, 1997, by and
         between SPX CORPORATION, a Delaware Corporation ("SPX" or the
         "Company") and PATRICK J. O'LEARY ("Executive").

1.   Grant of Options. In recognition of his performance as Vice President,
     Finance, Treasurer and Chief Financial Officer and as an inducement to his
     continuing in the employ of the Company, SPX hereby grants to Executive
     Options to purchase 200,000 Shares of the Company's Common Stock, par value
     $10.00 ("Common Stock") at Option Prices set forth below and in the manner
     and subject to the terms and conditions hereinafter provided:

<TABLE>
<CAPTION>

                      Number of Shares                 Option Price Per Share
                      ----------------                 ----------------------
<S>                                                   <C>
                         70,000                              $60.00
                         65,000                              $75.00
                         65,000                              $90.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock issued to the Executive in connection with
         such exercise. The Board of Directors has delegated to its Compensation
         Committee (the "Committee") the authority to make such determinations
         and interpretations of this Agreement as it deems necessary and
         appropriate to carry out its intent and terms.

2.       Time of Exercise of Options/Vesting. The Options granted hereunder may
         be exercised in whole or in part at any time and from time to time on
         or after the Vesting Date and prior to or on the Expiration Date. The
         Vesting Date is the earliest of: (i) April 22, 2002, (ii) the date on
         which a "change-of-control" of the Company occurs as defined in the
         Executive's "Change-of-Control Executive Severance Agreement" dated
         October 23, 1996, or (iii) the date on which Executive's employment
         with the Company terminates by reason of his disability or death. The
         Expiration Date is April 22, 2007, except as otherwise provided herein.

3.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price in respect of which they are being
                  exercised;






<PAGE>   2

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX's Secretary;

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased. Payment may be made by: (i) check,
                  bank draft, money order or other cash payment, or (ii)
                  delivery (or deemed delivery by attestation) of previously
                  acquired shares of Common Stock with a fair market value as of
                  the exercise date equal to the aggregate Option Price for the
                  shares to be purchased (or a combination of (i) and (ii)). The
                  fair market value of the Common Stock for this purpose shall
                  be 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 the exercise 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;

         e.       Be accompanied by payment of any Federal, state or local taxes
                  required by law to be withheld by the Company with respect to
                  the exercise of the Options unless other satisfactory
                  arrangements are made between the Company and the Executive to
                  satisfy such withholding obligations; and

         f.       Unless a Registration Statement under the Securities Act of
                  1933 is in effect with respect to the shares of Common Stock
                  to be issued, contain a representation by the Executive or
                  other person or persons entitled to exercise the Options that
                  the shares of Common Stock are being acquired for investment
                  and with no present intention of selling or transferring them
                  and that the person acquiring them will not sell or otherwise
                  transfer the shares except in compliance with all applicable
                  securities laws and requirements of any stock exchange upon
                  which the shares may then be listed.

If the Options shall have been exercised in full, this Agreement shall be
         canceled and retained by the Company, otherwise it shall be
         appropriately endorsed to reflect partial exercise and returned to the
         Executive or other person entitled to exercise the Options.

4.       Termination of Employment for Disability or Death. If without having
         fully exercised the Options granted hereunder, the Executive's
         employment with the Company is terminated by reason of disability, then
         the Vesting Date shall be the date of his termination and the
         Expiration Date shall be the date 90 days after termination. If without
         having fully exercised the Options granted hereunder, the Executive's
         employment with the Company is terminated by reason of death, the
         Options granted hereunder shall be fully vested and shall be
         exercisable by the person or persons who shall have acquired the
         Executive's rights hereunder by will or the laws of descent and
         distribution and the Expiration Date shall be the earlier of: (i) the
         date which is twelve months following the date of the Executive's
         death, or (ii) April 22, 2007.



                                       2
<PAGE>   3

5.       Other Termination of Employment. If the Executive's employment with the
         Company is terminated for reasons other than death or disability and
         prior to the Vesting Date, this Agreement and the Executive's Options
         shall terminate. If the Executive's employment with the Company is
         terminated for reasons other than death or disability and subsequent to
         the Vesting Date, then the Expiration Date shall be the earlier of: (i)
         the date which is 90 days following the date of termination of his
         employment, or (ii) April 22, 2007.

6.       Rights Prior to Exercise of Option. The Options may not be sold,
         transferred, pledged, assigned or otherwise alienated or hypothecated,
         other than by will or by the laws of descent and distribution. The
         Options shall be exercisable during the Executive's lifetime only by
         him. Executive shall not have any rights as a stockholder with respect
         to the shares of Common Stock optioned hereunder until exercise of the
         Options and delivery of the shares as herein provided.

7.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

8.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge Executive with or
         without cause. Except as expressly provided herein, this Agreement
         shall not be construed as a term or condition of his employment and, in
         particular, it shall neither confer upon Executive any additional
         rights or privileges relative to his existing terms and conditions of
         employment nor shall it entitle Executive to additional compensation or
         damages upon any termination of employment.

9.       Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

10.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan.




                                       3
<PAGE>   4


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

          SPX CORPORATION                      EXECUTIVE



By:       /s/ John B. Blystone                 /s/ Patrick J. O'Leary
  -----------------------------------          ---------------------------------
              John B. Blystone                     Patrick J. O'Leary

Title:  Chairman, President & CEO








                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(X)
<SEQUENCE>11
<FILENAME>c58353ex10-x.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 6/23/99
<TEXT>

<PAGE>   1



                                                                   EXHIBIT 10(x)


                             [SPX CORPORATION LOGO]

                               PATRICK J. O'LEARY

                               STOCK OPTION AWARD

                  THIS AGREEMENT is made on and as of June 23, 1999, by and
         between SPX CORPORATION, a Delaware Corporation ("SPX" or the
         "Company") and PATRICK J. O'LEARY ("Executive").

1.       Grant of Options. In recognition of his performance as Vice
         President-Finance, Treasurer and Chief Financial Officer of the
         Corporation, and as an inducement to his continuing in the employ of
         the Company, SPX hereby grants to Executive Options to purchase 500,000
         Shares of the Company's Common Stock, par value $10.00 ("Common Stock")
         at Option Prices set forth below and in the manner and subject to the
         terms and conditions hereinafter provided:

<TABLE>
<CAPTION>

                      Number of Shares                 Option Price Per Share
                      ----------------                 ----------------------
<S>                                                  <C>
                          125,000                             $120.00
                          125,000                             $145.00
                          125,000                             $170.00
                          125,000                             $195.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock issued to the Executive in connection with
         such exercise. The Board of Directors has delegated to its Compensation
         Committee (the "Committee") the authority to make such determinations
         and interpretations of this Agreement as it deems necessary and
         appropriate to carry out its intent and terms.

2.       Nonqualified Replacement Options. This Option is granted with the right
         to receive "Nonqualified Replacement Options" in accordance with the
         terms of this Agreement. A Nonqualified Replacement Option shall be
         granted upon the exercise of the Option (including any Options granted
         under this paragraph 2) if either (i) previously-owned shares of Mature
         Common Stock (defined below) are surrendered (whether by delivery or
         attestation) in payment of the Option Price or tax withholding, or (ii)
         shares of Common Stock otherwise issuable upon such exercise are
         withheld to satisfy minimum tax withholding, subject to the following:

         a.       The number of shares of Common Stock subject to the
                  Nonqualified Replacement Option shall be the number of shares
                  of Common Stock surrendered or withheld.




<PAGE>   2

         b.       The Option Price of the Nonqualified Replacement Option shall
                  be the fair market value of a share of Common Stock on the
                  date the Nonqualified Replacement Option is granted.

         c.       The Nonqualified Replacement Option shall be fully vested and
                  shall expire on the Expiration Date set forth in paragraph 3.

         Upon exercise, a Nonqualified Replacement Option shall also be eligible
         to receive a Nonqualified Replacement Option. A Nonqualified
         Replacement Option will not be granted upon the exercise of an Option,
         including a Nonqualified Replacement Option, unless the fair market
         value of a share of Common Stock on the date of exercise is at least
         25% higher than the Option Price of such Option or Nonqualified
         Replacement Option, as applicable. "Mature Shares" means, for purposes
         of this Agreement, Common Stock that has been acquired by the Executive
         on the open market or that has been acquired pursuant to an employee
         benefit arrangement of the Company and held for at least six months.
         For purposes of this paragraph 2, fair market value shall be determined
         in accordance with paragraph 4d. For purposes of the following
         provisions of this Agreement, the term Option shall also refer to
         Nonqualified Replacement Options.

3.       Time of Exercise of Options/Vesting. The Options granted hereunder may
         be exercised in whole or in part at any time and from time to time on
         or after the Vesting Date and prior to or on the Expiration Date. The
         Vesting Date is the earliest of: (i) June 23, 2004, (ii) the date on
         which a "change-of-control" of the Company occurs as defined in the
         Executive's "Change-of-Control Executive Severance Agreement" dated
         February 15, 1999, or (iii) the date on which Executive's employment
         with the Company terminates by reason of his disability or death. The
         Expiration Date is June 22, 2009, except as otherwise provided herein.

4.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX's Secretary;

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased. Payment may be made by: (i) check,
                  bank draft, money order or other cash payment, or (ii)
                  delivery (or deemed delivery by attestation) of previously
                  acquired shares of Common Stock with a fair market value as of
                  the exercise date equal to the aggregate Option Price for the
                  shares to be purchased (or a combination of (i) and (ii)). The
                  fair market value of the Common Stock for this purpose shall
                  be the closing price of a share of Common Stock as reported in
                  the


                                       2
<PAGE>   3

                  "NYSE-Composite Transactions" section of the Midwest Edition
                  of The Wall Street Journal for the exercise 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;

         e.       Be accompanied by payment of any Federal, state or local taxes
                  required by law to be withheld by the Company with respect to
                  the exercise of the Options unless other satisfactory
                  arrangements are made between the Company and the Executive to
                  satisfy such withholding obligations; and

         f.       Unless a Registration Statement under the Securities Act of
                  1933 is in effect with respect to the shares of Common Stock
                  to be issued, contain a representation by the Executive or
                  other person or persons entitled to exercise the Options that
                  the shares of Common Stock are being acquired for investment
                  and with no present intention of selling or transferring them
                  and that the person acquiring them will not sell or otherwise
                  transfer the shares except in compliance with all applicable
                  securities laws and requirements of any stock exchange upon
                  which the shares may then be listed.

         If the Options shall have been exercised in full, this Agreement shall
         be canceled and retained by the Company, otherwise it shall be
         appropriately endorsed to reflect partial exercise and returned to the
         Executive or other person entitled to exercise the Options.

5.       Termination of Employment for Disability or Death. If without having
         fully exercised the Options granted hereunder, the Executive's
         employment with the Company is terminated by reason of disability, then
         the Vesting Date shall be the date of his termination and the
         Expiration Date shall be the date 90 days after termination. If without
         having fully exercised the Options granted hereunder, the Executive's
         employment with the Company is terminated by reason of death, the
         Options granted hereunder shall be fully vested and shall be
         exercisable by the person or persons who shall have acquired the
         Executive's rights hereunder by will or the laws of descent and
         distribution and the Expiration Date shall be the earlier of: (i) the
         date which is twelve months following the date of the Executive's
         death, or (ii) June 22, 2009.

6.       Other Termination of Employment. If the Executive's employment with the
         Company is terminated for reasons other than death or disability and
         prior to the Vesting Date, this Agreement and the Executive's Options
         shall terminate. If the Executive's employment with the Company is
         terminated for reasons other than death or disability and subsequent to
         the Vesting Date, then the Expiration Date shall be the earlier of: (i)
         the date which is 90 days following the date of termination of his
         employment, or (ii) June 22, 2009.

7.       Rights Prior to Exercise of Option. The Options may not be sold,
         transferred, pledged, assigned or otherwise alienated or hypothecated,
         other than by will or by the laws of descent and distribution. The
         Options shall be exercisable during the Executive's lifetime only by
         him. Executive shall not have any rights as a stockholder with respect
         to the shares of Common Stock optioned hereunder until exercise of the
         Options and delivery of the shares as herein provided.



                                       3

<PAGE>   4

8.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

9.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge Executive with or
         without cause. Except as expressly provided herein, this Agreement
         shall not be construed as a term or condition of his employment and, in
         particular, it shall neither confer upon Executive any additional
         rights or privileges relative to his existing terms and conditions of
         employment nor shall it entitle Executive to additional compensation or
         damages upon any termination of employment.

10.      Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

11.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan.




                                       4
<PAGE>   5



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

           SPX CORPORATION                 EXECUTIVE



By:    /s/ John B. Blystone                /s/ Patrick J. O'Leary
   --------------------------------        -------------------------------------
           John B. Blystone                    Patrick J. O'Leary

Title:  Chairman, President & CEO








                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(XI)
<SEQUENCE>12
<FILENAME>c58353ex10-xi.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 8/22/00
<TEXT>

<PAGE>   1



                                                                  EXHIBIT 10(xi)

                             [SPX CORPORATION LOGO]

                               PATRICK J. O'LEARY

                               STOCK OPTION AWARD


         THIS AGREEMENT is made on and as of August 22, 2000, by and between SPX
CORPORATION, a Delaware Corporation ("SPX" or the "Company") and PATRICK J.
O'LEARY ("Executive").

1.       Grant of Options. In recognition of the Executive's performance as Vice
         President Finance, Treasurer and Chief Financial Officer of the
         Corporation, and as an inducement to his continuing in the employ of
         the Company, SPX hereby grants to Executive Options to purchase 500,000
         Shares of the Company's Common Stock, par value $10.00 ("Common Stock")
         at Option Prices set forth below and in the manner and subject to the
         terms and conditions hereinafter provided:

<TABLE>
<CAPTION>

                           Number of Shares          Option Price Per Share
                           ----------------          ----------------------
<S>                                            <C>
                              125,000                    $210.00
                              125,000                    $240.00
                              125,000                    $270.00
                              125,000                    $300.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock





<PAGE>   2

         issued to the Executive in connection with such exercise. The Board of
         Directors has delegated to its Compensation Committee (the "Committee")
         the authority to make such determinations and interpretations of this
         Agreement as it deems necessary and appropriate to carry out its intent
         and terms.

2.       Nonqualified Replacement Options. These Options are granted with the
         right to receive "Nonqualified Replacement Options" in accordance with
         the terms of this Agreement. A Nonqualified Replacement Option shall be
         granted upon the exercise of all or any portion of the Options
         (including exercise of any Nonqualified Replacement Options granted
         under this paragraph 2) if either (i) previously-owned shares of Mature
         Common Stock (defined below) are surrendered (whether by delivery or
         attestation) in payment of the Option Price or tax withholding, or (ii)
         shares of Common Stock otherwise issuable upon such exercise are
         withheld to satisfy minimum tax withholding, subject to the following:

         a.       The number of shares of Common Stock subject to the new
                  Nonqualified Replacement Option shall be the number of shares
                  of Common Stock surrendered or withheld.

         b.       The Option Price of the new Nonqualified Replacement Option
                  shall be the fair market value of a share of Common Stock on
                  the date the new Nonqualified Replacement Option is granted.

         c.       The new Nonqualified Replacement Option shall be fully vested
                  immediately upon grant and shall expire on the Expiration Date
                  set forth in paragraph 3.



                                       2
<PAGE>   3

         However, any other provision of this Agreement notwithstanding, a
         Nonqualified Replacement Option will not be granted upon the exercise
         of an Option, including a Nonqualified Replacement Option, unless the
         fair market value of a share of Common Stock on the date of such
         exercise is at least 25% higher than the Option Price of the Option or
         Nonqualified Replacement Option being exercised, as applicable. "Mature
         Common Stock" means, for purposes of this Agreement, Common Stock that
         has been acquired by the Executive on the open market or that has been
         acquired pursuant to an employee benefit arrangement of the Company and
         held for at least six months. For purposes of this paragraph 2, fair
         market value shall be determined in accordance with paragraph 5.d.,
         below. For purposes of the following provisions of this Agreement, the
         term Options shall also refer to Nonqualified Replacement Options
         granted under this paragraph 2.

3.       Time of Exercise of Options/Vesting.

         a.       The Options granted hereunder may be exercised in whole or in
                  part at any time and from time to time on or after the Vesting
                  Date and prior to or on the Expiration Date.

         b.       The Vesting Date is the earliest of: (i) August 22, 2005, (ii)
                  the date on which a "Change of Control" of the Company occurs
                  as defined in the Executive's "Change of Control Executive
                  Severance Agreement" dated February 15, 1999, or (iii) the
                  date on which the Executive's employment with the Company is
                  terminated by reason of his death or disability. If, prior to
                  the Vesting Date, the Executive's employment with the Company
                  terminates for any reason other than



                                       3
<PAGE>   4

                  the Executive's death or disability, this Agreement and all of
                  the Options shall terminate immediately upon such termination
                  of employment.

         c.       The Expiration Date is the earliest of (i) August 21, 2010,
                  (ii) the date which is twelve (12) months after the date on
                  which the Executive's employment with the Company is
                  terminated by reason of his death, or (iii) the date which is
                  ninety (90) days after the date on which the Executive's
                  employment with the Company terminates for any reason other
                  than his death; provided, however, that if the Executive dies
                  during that ninety (90)-day period, then the Expiration Date
                  shall be the date which is nine (9) months after the
                  Executive's death.

4.       Non-Competition. If the Executive, without the prior written consent of
         the Company, directly or indirectly owns, manages, operates, controls,
         becomes employed by or otherwise participates in the management,
         operation or control of any business which is competitive with the
         business of the Company or any of its subsidiaries, all of the
         Executive's rights hereunder as to any unexercised portion of the
         Options shall be forfeited.

5.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price(s) in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX to the attention of its
                  Secretary;






                                       4
<PAGE>   5

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased and the Executive's copy of this
                  Agreement. Payment may be made by: (i) certified or cashier's
                  check, money order or other cash payment, or (ii) delivery (or
                  deemed delivery by attestation) of Mature Common Stock with a
                  fair market value as of the exercise date equal to the
                  aggregate Option Price for the shares to be purchased (or a
                  combination of (i) and (ii)). The fair market value of the
                  Common Stock for this purpose shall be 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 the exercise 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;

         e.       Be accompanied by payment in cash of any Federal, state or
                  local taxes required by law to be withheld by the Company with
                  respect to the exercise of the Options, unless other
                  satisfactory arrangements are made between the Company and the
                  Executive to satisfy such withholding obligations, which
                  arrangements may include the withholding of shares of Common
                  Stock with a fair market value equal to the minimum statutory
                  payroll and withholding taxes imposed as a result of such
                  exercise; and

         f.       Contain representations by the Executive or other person or
                  persons entitled to exercise the Options that the shares of
                  Common Stock are being acquired for investment and with no
                  present intention of selling or transferring them and that the
                  person acquiring them will not sell or otherwise transfer the
                  shares except in compliance with all applicable securities
                  laws and requirements of any stock




                                       5
<PAGE>   6

                  exchange upon which the shares may then be listed; provided,
                  however, that no such representations shall be required if a
                  registration statement under the Securities Act of 1933 is in
                  effect with respect to the shares of Common Stock to be
                  issued.

         As promptly as practicable after receipt of such notice and payment,
         the Company shall cause to be issued and delivered to the Executive or
         such other person or persons entitled to exercise the Options, as the
         case may be, certificates for the shares of Common Stock so purchased,
         which certificates may, if appropriate, be endorsed with restrictive
         legends to reflect any applicable restrictions on the transferability
         of such shares. If the Options shall have been exercised in full, this
         Agreement shall be canceled and retained by the Company; otherwise it
         shall be appropriately endorsed to reflect partial exercise and
         returned to the Executive or other person entitled to exercise the
         Options.

6.       Restrictions on Transfer of Options. Except as otherwise provided
         below, the Options may not be sold, transferred, pledged, assigned or
         otherwise alienated or hypothecated, other than by will or by the laws
         of descent and distribution; and the Options shall be exercisable
         during the Executive's lifetime only by him. However, the Options may
         be transferred to members of the Executive's immediate family or to one
         or more trusts for the benefit of the Executive and/or his immediate
         family members or to partnerships in which the Executive and/or his
         immediate family members are the only partners; provided that the
         Executive does not receive any consideration for such transfer and the
         Executive provides to the Company such documentation and/or information
         concerning any such transfer or transferee as the Committee may
         reasonably require. Any Options




                                       6
<PAGE>   7

         held by transferees permitted under this paragraph 6 shall remain
         subject to the same terms and conditions that applied immediately prior
         to such transfer. If without having fully exercised the Options granted
         hereunder, the Executive dies, the Options remaining outstanding
         hereunder pursuant to paragraph 3, above, shall be exercisable by the
         person or persons who shall have acquired the Executive's rights
         hereunder by will or the laws of descent and distribution and may be
         exercised for a period ending on the Expiration Date as set forth in
         paragraph 3, above.

7.       Rights Prior to Exercise of Option. Executive shall not have any rights
         as a stockholder with respect to the shares of Common Stock subject to
         this Agreement until exercise of the Options and delivery of the shares
         as herein provided.

8.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

9.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge



                                       7
<PAGE>   8

         Executive with or without Cause. Except as expressly provided herein,
         this Agreement shall not be construed as a term or condition of the
         Executive's employment and, in particular, it shall neither confer upon
         the Executive any additional rights or privileges relative to his
         existing terms and conditions of employment nor entitle the Executive
         to additional compensation or damages upon any termination of
         employment.

10.      Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

11.      Construction of Pronouns. Pronouns in the masculine used in this
         Agreement shall be construed as either masculine or feminine, as
         appropriate in the particular context.

12.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan, as applicable to a
         contract entered into and performed entirely within the State of
         Michigan.







                                       8
<PAGE>   9


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


          SPX CORPORATION                     EXECUTIVE



         /s/ John B. Blystone                 /s/ Patrick J. O'Leary
- ----------------------------------            ----------------------------------
             John B. Blystone                     Patrick J. O'Leary
         Chairman, President and
         Chief Executive Officer









                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(XII)
<SEQUENCE>13
<FILENAME>c58353ex10-xii.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 12/10/97
<TEXT>

<PAGE>   1

                                                                 EXHIBIT 10(xii)

                             [SPX CORPORATION LOGO]

                                THOMAS J. RIORDAN

                               STOCK OPTION AWARD

                  THIS AGREEMENT is made on and as of December 10, 1997, by and
         between SPX CORPORATION, a Delaware Corporation ("SPX" or the
         "Company") and THOMAS J. RIORDAN ("Executive").

1.   Grant of Options. In recognition of his performance as Vice President of
     the Corporation and President of the OETEG and ATEG businesses, and as an
     inducement to his continuing in the employ of the Company, SPX hereby
     grants to Executive Options to purchase 100,000 Shares of the Company's
     Common Stock, par value $10.00 ("Common Stock") at Option Prices set forth
     below and in the manner and subject to the terms and conditions hereinafter
     provided:

<TABLE>
<CAPTION>

                      Number of Shares                 Option Price Per Share
                      ----------------                 ----------------------
<S>                                                   <C>
                          50,000                              $75.00
                          50,000                              $90.00
</TABLE>

         These Options are granted to Executive by the Board of Directors of the
         Company and are in addition to the stock options granted to Executive
         under the Company's 1992 Stock Compensation Plan. The Options granted
         under this Agreement are outside of and not granted pursuant to said
         Plan. To the extent that shares of Common Stock are held by the Company
         as treasury shares at the time that the Options (or any portion
         thereof) are exercised, the Company will use treasury shares as the
         source of the Common Stock issued to the Executive in connection with
         such exercise. The Board of Directors has delegated to its Compensation
         Committee (the "Committee") the authority to make such determinations
         and interpretations of this Agreement as it deems necessary and
         appropriate to carry out its intent and terms.

2.       Time of Exercise of Options/Vesting. The Options granted hereunder may
         be exercised in whole or in part at any time and from time to time on
         or after the Vesting Date and prior to or on the Expiration Date. The
         Vesting Date is the earliest of: (i) December 10, 2002, (ii) the date
         on which a "change-of-control" of the Company occurs as defined in the
         Executive's "Change-of-Control Executive Severance Agreement" dated
         February 26, 1996, or (iii) the date on which Executive's employment
         with the Company terminates by reason of his disability or death. The
         Expiration Date is December 9, 2007, except as otherwise provided
         herein.




<PAGE>   2



3.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX's Secretary;

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased. Payment may be made by: (i) check,
                  bank draft, money order or other cash payment, or (ii)
                  delivery (or deemed delivery by attestation) of previously
                  acquired shares of Common Stock with a fair market value as of
                  the exercise date equal to the aggregate Option Price for the
                  shares to be purchased (or a combination of (i) and (ii)). The
                  fair market value of the Common Stock for this purpose shall
                  be 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 the exercise 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;

         e.       Be accompanied by payment of any Federal, state or local taxes
                  required by law to be withheld by the Company with respect to
                  the exercise of the Options unless other satisfactory
                  arrangements are made between the Company and the Executive to
                  satisfy such withholding obligations; and

         f.       Unless a Registration Statement under the Securities Act of
                  1933 is in effect with respect to the shares of Common Stock
                  to be issued, contain a representation by the Executive or
                  other person or persons entitled to exercise the Options that
                  the shares of Common Stock are being acquired for investment
                  and with no present intention of selling or transferring them
                  and that the person acquiring them will not sell or otherwise
                  transfer the shares except in compliance with all applicable
                  securities laws and requirements of any stock exchange upon
                  which the shares may then be listed.

         If the Options shall have been exercised in full, this Agreement shall
         be canceled and retained by the Company, otherwise it shall be
         appropriately endorsed to reflect partial exercise and returned to the
         Executive or other person entitled to exercise the Options.

4.       Termination of Employment for Disability or Death. If without having
         fully exercised the Options granted hereunder, the Executive's
         employment with the Company is terminated by reason of disability, then
         the Vesting Date shall be the date of his termination and the
         Expiration Date shall be the date 90 days after termination. If without
         having fully exercised the Options granted hereunder, the Executive's
         employment with the Company is terminated by reason of death, the
         Options granted





                                       2
<PAGE>   3

         hereunder shall be fully vested and shall be exercisable by the person
         or persons who shall have acquired the Executive's rights hereunder by
         will or the laws of descent and distribution and the Expiration Date
         shall be the earlier of: (i) the date which is twelve months following
         the date of the Executive's death, or (ii) December 9, 2007.

5.       Other Termination of Employment. If the Executive's employment with the
         Company is terminated for reasons other than death or disability and
         prior to the Vesting Date, this Agreement and the Executive's Options
         shall terminate. If the Executive's employment with the Company is
         terminated for reasons other than death or disability and subsequent to
         the Vesting Date, then the Expiration Date shall be the earlier of: (i)
         the date which is 90 days following the date of termination of his
         employment, or (ii) December 9, 2007.

6.       Rights Prior to Exercise of Option. The Options may not be sold,
         transferred, pledged, assigned or otherwise alienated or hypothecated,
         other than by will or by the laws of descent and distribution. The
         Options shall be exercisable during the Executive's lifetime only by
         him. Executive shall not have any rights as a stockholder with respect
         to the shares of Common Stock optioned hereunder until exercise of the
         Options and delivery of the shares as herein provided.

7.       Adjustment in the Event of Changes Affecting Common Stock. In the event
         of any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

8.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge Executive with or
         without cause. Except as expressly provided herein, this Agreement
         shall not be construed as a term or condition of his employment and, in
         particular, it shall neither confer upon Executive any additional
         rights or privileges relative to his existing terms and conditions of
         employment nor shall it entitle Executive to additional compensation or
         damages upon any termination of employment.

9.       Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

10.      Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan.





                                       3
<PAGE>   4


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

           SPX CORPORATION                EXECUTIVE



By:      /s/ John B. Blystone             /s/ Thomas J. Riordan
   --------------------------------       --------------------------------------
             John B. Blystone                 THOMAS J. RIORDAN

Title:  Chairman, President & CEO







                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(XIII)
<SEQUENCE>14
<FILENAME>c58353ex10-xiii.txt
<DESCRIPTION>STOCK OPTION AWARD DATED AS OF 2/26/97
<TEXT>

<PAGE>   1

                                                                EXHIBIT 10(xiii)

                             [SPX CORPORATION LOGO]

                                JOHN B. BLYSTONE

                               STOCK OPTION AWARD

                  THIS AGREEMENT is made on and as of February 26, 1997, by and
         between SPX CORPORATION, a Delaware Corporation ("SPX" or the
         "Company") and JOHN B. BLYSTONE ("Executive").

1.   Grant of Options. In recognition of his performance as Chairman, President,
     and Chief Executive Officer and pursuant to the terms of his Employment
     Agreement made and entered into as of January 1, 1997, and executed on
     February 25, 1997, (the "Employment Agreement"), SPX hereby grants to
     Executive Options to purchase 1,000,000 Shares of the Company's Common
     Stock, par value $10.00 ("Common Stock") at Option Prices set forth below
     and in the manner and subject to the terms and conditions hereinafter
     provided:

<TABLE>
<CAPTION>

                      Number of Shares                 Option Price Per Share
                      ----------------                 ----------------------
<S>                                                   <C>
                          250,000                              $45.75
                          250,000                              $60.00
                          250,000                              $75.00
                          250,000                              $90.00
</TABLE>

These Options are granted to Executive by the Board of Directors of the Company
         pursuant to the terms of the Employment Agreement and are in addition
         to the stock options granted to Executive under the Company's 1992
         Stock Compensation Plan. The Options granted under this Agreement are
         outside of and not granted pursuant to said Plan. To the extent that
         shares of Common Stock are held by the Company as treasury shares at
         the time that the Options (or any portion thereof) are exercised, the
         Company will use treasury shares as the source of the Common Stock
         issued to the Executive in connection with such exercise. The Board of
         Directors has delegated to its Compensation Committee (the "Committee")
         the authority to make such determinations and interpretations of this
         Agreement as it deems necessary and appropriate to carry out its intent
         and terms.

2.       Time of Exercise of Options/Vesting. The Options granted hereunder may
         be exercised in whole or in part at any time and from time to time on
         or after the Vesting Date and prior to or on the Expiration Date. The
         Vesting Date is the earliest of: (i) January 1, 2002, (ii) the date on
         which a "Change of Control" of the Company occurs as defined in the
         Employment Agreement, or (iii) the Date of Termination as defined in
         the Employment Agreement in the event the Executive's employment with
         the Company is terminated by reason of his death or disability or by
         the Company other than for "Cause" or by the resignation of the
         Executive for "Good Reason" as those terms are defined in the
         Employment Agreement. The Expiration Date is the earlier of: (i)
         December 31, 2006, or (ii) the date which is two years after the Date
         of Termination as defined in the Employment Agreement. The Options
         granted hereunder are forfeited in the event the




<PAGE>   2

         Executive's employment is terminated by reason of his Discharge For
         Cause or resignation without Good Reason prior to the Vesting Date.

3.       Manner of Exercise. The Options may be exercised by written notice
         which shall:

         a.       State the election to exercise the Options and the number of
                  shares and Option Price in respect of which they are being
                  exercised;

         b.       Be signed by Executive or such other person or persons
                  entitled to exercise the Options;

         c.       Be in writing and delivered to SPX's Secretary;

         d.       Be accompanied by payment in full of the Option Price for the
                  shares to be purchased. Payment may be made by: (i) check,
                  bank draft, money order or other cash payment, or (ii)
                  delivery (or deemed delivery by attestation) of previously
                  acquired shares of Common Stock with a fair market value as of
                  the exercise date equal to the aggregate Option Price for the
                  shares to be purchased (or a combination of (i) and (ii)). The
                  fair market value of the Common Stock for this purpose shall
                  be 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 the exercise 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;

         e.       Be accompanied by payment of any Federal, state or local taxes
                  required by law to be withheld by the Company with respect to
                  the exercise of the Options unless other satisfactory
                  arrangements are made between the Company and the Executive to
                  satisfy such withholding obligations; and

         f.       Unless a Registration Statement under the Securities Act of
                  1933 is in effect with respect to the shares of Common Stock
                  to be issued, contain a representation by the Executive or
                  other person or persons entitled to exercise the Options that
                  the shares of Common Stock are being acquired for investment
                  and with no present intention of selling or transferring them
                  and that the person acquiring them will not sell or otherwise
                  transfer the shares except in compliance with all applicable
                  securities laws and requirements of any stock exchange upon
                  which the shares may then be listed.

If the Options shall have been exercised in full, this Agreement shall be
         canceled and retained by the Company, otherwise it shall be
         appropriately endorsed to reflect partial exercise and returned to the
         Executive or other person entitled to exercise the Options.

4.       Rights Prior to Exercise of Option. The Options may not be sold,
         transferred, pledged, assigned or otherwise alienated or hypothecated,
         other than by will or by the laws of descent and distribution. The
         Options shall be exercisable during the Executive's lifetime only by
         him. If without having fully exercised the Options granted hereunder,



                                       2
<PAGE>   3

         the Executive dies, the Options granted hereunder shall be exercisable
         by the person or persons who shall have acquired the Executive's rights
         hereunder by will or the laws of descent and distribution and may be
         exercised for a period ending on the Expiration Date as set forth in
         Paragraph 2 above. Executive shall not have any rights as a stockholder
         with respect to the shares of Common Stock optioned hereunder until
         exercise of the Options and delivery of the shares as herein provided.

5.       Adjustment in Event of Changes Affecting Common Stock. In the event of
         any change in the outstanding shares of Common Stock that occurs by
         reason of a 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 the Options, and the Option Prices, shall be appropriately
         adjusted by the Committee, whose reasonable determination shall be
         conclusive, provided, however, that fractional shares shall be rounded
         to the nearest whole share.

6.       No Contract of Employment. Nothing contained in this Agreement shall be
         construed as a contract of employment between SPX and Executive, or as
         creating a right of Executive to be continued in the employment of SPX,
         or as a limitation of SPX's right to discharge Executive with or
         without cause, such rights being governed exclusively by the Employment
         Agreement.

7.       Binding Effect. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective executors,
         administrators, legal representatives, successors and assigns. This
         Agreement may be amended only by further written agreement of the
         Company and Executive.

8.       Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of Michigan.






                                       3
<PAGE>   4


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

          SPX CORPORATION                               EXECUTIVE



By:    /s/ Christopher J. Kearney            /s/ John B. Blystone
   ---------------------------------         -----------------------------------
           Christopher J. Kearney                John B. Blystone

Title:   Vice President, Secretary and
         General Counsel








                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(XIV)
<SEQUENCE>15
<FILENAME>c58353ex10-xiv.txt
<DESCRIPTION>NONQUALIFIED STOCK OPTION AGMT DTD AS OF 10/14/96
<TEXT>

<PAGE>   1


                                                                 EXHIBIT 10(xiv)

                       SPX CORPORATION/PATRICK J. O'LEARY
                       NONQUALIFIED STOCK OPTION AGREEMENT


         THIS AGREEMENT is made as of October 14, 1996, by and between SPX
CORPORATION ("SPX") and PATRICK J.O'LEARY ("Executive").

1.   Grant of Option. As an inducement to secure Executive's acceptance of the
     position of Vice President Finance, Treasurer and Chief Financial Officer,
     SPX hereby grants to Executive an option (the "Option") to purchase 50,000
     shares of its common stock, $10 par value (the "Common Stock") at the
     purchase price of $30.125 per share (the "Purchase Price"), in the manner
     and subject to the conditions hereinafter provided. The Compensation
     Committee of the Board of Directors of SPX (the "Committee") may make sure
     determinations and reasonable interpretations with respect to this Option
     as it deems necessary or advisable.

2.   Time of Exercise of Option. This Option may be exercised with respect to up
     to 25,000 shares at any time six months after the date hereof, an
     additional 12,500 shares after January 15, 1999, and with respect to all
     such shares after January 15, 2000, but in no event beyond its expiration
     date of October 13, 2006.

3.   Manner of Exercise. The Option may be exercised by written notice which
     shall:

         (a)      state the election to exercise the Option and the number of
                  shares in respect of which it is being exercised;

         (b)      be signed by Executive or such other person or persons
                  entitled to exercise the Option;

         (c)      be in writing and delivered to SPX's Secretary; and

         (d)      be accompanied by payment in full of the Purchase Price for
                  the shares to be purchased. Payment may be made by (i) check,
                  bank draft, money order or other cash payment, or (ii)
                  delivery of previously-acquired shares of Common Stock with a
                  fair market value as of the exercise date equal to the
                  Purchase Price (or a combination of (i) and (ii)). The fair
                  market value of the Common Stock for this purpose shall be 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 the exercise 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.

4.   Termination of Option. This Option is fully vested and not terminable with
     respect to 25,000 shares. This Option shall terminate with respect to the
     remaining 25,000 shares immediately if Executive's employment with SPX is
     terminated prior to January 15, 1999, and with respect to 12,500 shares if
     his employment is terminated after January 15, 1999, and prior to January
     15, 2000. Any unexercised portion of this Option that has not terminated
     pursuant to the preceding sentences may be exercised by Executive within 12
     months after the date on



<PAGE>   2

     which Executive's employment relationship terminates, provided that in the
     event of Executive's death the Option may be exercised only by Executive's
     legally-appointed executor or administrator or other legal representative.

5.   Rights Prior to Exercise of Option. The Option may not be sold,
     transferred, pledged, assigned or otherwise alienated or hypothecated,
     other than by will or by the laws of descent and distribution. The Option
     shall be exercisable during the Executive's lifetime only by him. No person
     shall have any rights as a stockholder with respect to the shares of Common
     Stock until exercise of the Option and delivery of the shares as herein
     provided.

6.   Adjustment in Event of Happening of Condition. In the event of any change
     in the outstanding shares of Common Stock that occurs by reason of a 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 the Option, and the Purchase Price,
     shall be appropriately adjusted by the Committee, whose determination shall
     be conclusive; provided, however, that fractional shares shall be rounded
     to the nearest whole share.

7.   No Contract of Employment. Nothing contained in this Agreement shall be
     construed as a contract of employment between SPX and Executive, or as a
     right of Executive to be continued in the employment of SPX or as a
     limitation of SPX's right to discharge Executive with or without cause.
     Except as expressly provided herein, this Agreement shall not be construed
     as a term or condition of his employment and, in particular, it shall
     neither confer upon Executive any additional rights or privileges over his
     existing terms and conditions of employment nor shall it entitle Executive
     to additional compensation or damages upon termination of employment.

8.   Binding Effect. This Agreement shall inure to the benefit of and be binding
     upon the parties hereto and their respective executors, administrators,
     legal representatives, successors and assigns. This Agreement may be
     amended only by mutual agreement of the Committee and Executive.

9.   Governing Law. This Agreement shall be construed in accordance with and
     governed by the laws of the State of Michigan.




                                       2
<PAGE>   3


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.


                   SPX CORPORATION                           EXECUTIVE

By:        /s/ John B. Blystone                       /s/ Patrick J. O'Leary
   -----------------------------------------------    --------------------------
           John B. Blystone                           Patrick J. O'Leary

Title:     Chairman and Chief Executive Officer
      --------------------------------------------













                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(XV)
<SEQUENCE>16
<FILENAME>c58353ex10-xv.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>

<PAGE>   1
                                                                  EXHIBIT 10(xv)

                                 FIRST AMENDMENT

          FIRST AMENDMENT, dated as of August 22, 2000, (this "Amendment"), to
the Credit Agreement, dated as of October 6, 1998 and as amended and restated as
of February 10, 2000 (as so amended and restated, the "Credit Agreement"), among
SPX CORPORATION, a Delaware corporation (the "Borrower"), the several banks and
other financial institutions or entities parties thereto (the "Lenders"), BANK
ONE, NA, as documentation agent, and THE CHASE MANHATTAN BANK, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent").

                                   WITNESSETH

          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower;

          WHEREAS, Inrange Technologies Corporation, a Delaware corporation
("Inrange"), is an indirect wholly owned subsidiary of the Borrower and is a
Wholly Owned Subsidiary Guarantor (as defined in the Credit Agreement) under the
Credit Agreement;

          WHEREAS, as a Wholly Owned Subsidiary Guarantor, Inrange has secured
the Obligations (as defined in the Credit Agreement) of the Borrower under the
Credit Agreement by executing and delivering (a) the Guarantee and Collateral
Agreement, dated as of October 6, 1998 and as amended as of February 10, 2000
(as so amended, the "Guarantee and Collateral Agreement"), and (b) the
Collateral Agreement, dated as of October 6, 1998 and as amended as of February
10, 2000 (as so amended, the "Shared Collateral Agreement");

          WHEREAS, Inrange has filed a registration statement on Form S-1, and
amendments thereto, with the Securities and Exchange Commission in connection
with the initial public offering (the "IPO") of its Class B Common Stock, par
value $.01 per share (the "Inrange Class B Common Stock" and, together with the
Inrange Class A Common Sock, par value $.01 per share issued to the Borrower,
the "Inrange Common Stock");

          WHEREAS, pursuant to Section 6.7(c) of the Credit Agreement, Inrange
is permitted to issue the Inrange Class B Common Stock and effect the IPO and
the transactions contemplated thereby;

          WHEREAS, upon consummation of the IPO, Inrange shall cease to be a
Wholly Owned Subsidiary (as defined in the Credit Agreement) of the Borrower and
Wholly Owned Subsidiary Guarantor under the Credit Agreement and, pursuant to
Section 8.15(b) of the Guarantee and Collateral Agreement, Inrange shall be
released from its obligations under the Guarantee and Collateral Agreement and,
pursuant to Section 7.14(b) of the Shared Collateral Agreement, Inrange shall
also be released from its obligations under the Shared Collateral Agreement;

          WHEREAS, upon consummation of the IPO, Inrange's Wholly Owned
Subsidiaries shall also cease to be Wholly Owned Subsidiaries of the Borrower
and Wholly




<PAGE>   2
                                                                               2


Owned Subsidiary Guarantors under the Credit Agreement, and pursuant to Section
8.15(b) of the Guarantee and Collateral Agreement, such Subsidiaries (as defined
in the Credit Agreement) of Inrange shall be released from their respective
obligations under the Guarantee and Collateral Agreement and, pursuant to
Section 7.14(b) of the Shared Collateral Agreement, such Subsidiaries of Inrange
shall also be released from their respective obligations under the Shared
Collateral Agreement; and

          WHEREAS, the Borrower has requested that the parties hereto enter into
this Amendment in order to permit Inrange and its Subsidiaries to enter into
certain transactions.

          NOW, THEREFORE, the parties hereto agree as follows:

          SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

          SECTION 2. Amendments to Section 1.1 of the Credit Agreement. Section
1.1 of the Credit Agreement is hereby amended by adding the following new
definitions in the appropriate alphabetical order:

                     "Inrange": Inrange Technologies Corporation, a Delaware
               corporation.

                     "Inrange Class A Common Stock": Class A Common Stock, par
               value $.01 per share, of Inrange.

                     "Inrange Class B Common Stock": Class B Common Stock, par
               value $.01 per share, of Inrange.

                     "Inrange Common Stock": the collective reference to Inrange
               Class B Common Stock and Inrange Class A Common Stock.

                     "Permitted Subsidiary Acquisition": any acquisition by
               Inrange or any of its Subsidiaries of all or any portion of the
               Capital Stock, or all or any portion of the assets, of any
               Person.

          SECTION 3. Amendments to Section 6.5 of the Credit Agreement. Section
6.5 of the Credit Agreement is hereby amended by:

          (i) deleting the word "and" from the end of paragraph (h);

          (ii) deleting the "." and inserting in lieu thereof "; and" at the end
of paragraph (i); and

          (iii) adding the following paragraph (j) to Section 6.5 in its
entirety as follows:

                     (j) Permitted Subsidiary Acquisitions; provided that if any
               portion of the Consideration for such acquisition is payable
               other than in Inrange




<PAGE>   3
                                                                               3


               Common Stock, such payment is permitted by any other paragraph of
               this Section.

          SECTION 4. Amendments to Section 6.7 of the Credit Agreement. Section
6.7 of the Credit Agreement is hereby amended by:

                     (i)   deleting the word "and" from the end of paragraph
                           (b);

                     (ii)  deleting the "." and inserting in lieu thereof ";" at
                           the end of paragraph (c); and

                     (iii) adding the following paragraphs (d), (e), (f), (g)
                           and (h) to Section 6.7 in their respective entireties
                           as follows:

                                 (d) issuances by Inrange of shares of Inrange
                           Class B Common Stock in a Permitted Subsidiary
                           Acquisition;

                                 (e) issuances by Inrange, upon completion of
                           the initial public offering of its Class B Common
                           Stock (the "IPO"), to management and employees of the
                           Borrower, Inrange or any of their Subsidiaries, of
                           options to acquire up to 7,105,700 shares of Inrange
                           Class B Common Stock, and issuances of Inrange Class
                           B Common Stock pursuant to the exercise by such
                           Persons, at an exercise price equal to the IPO price
                           per share, of such options;

                                    (f) issuances by Inrange to directors,
                           management and employees of, and consultants and
                           other providers of services to, the Borrower, Inrange
                           or any of their Subsidiaries, in each case in
                           exchange for non-cash consideration provided by such
                           Persons in the form of goods or services, of (i)
                           Inrange Common Stock, provided that the aggregate
                           fair market value of such Inrange Common Stock
                           (determined as of the date such Inrange Common Stock
                           is issued) does not exceed $10,000,000 in any fiscal
                           year of the Borrower, and (ii) options and warrants
                           to acquire Inrange Common Stock and issuances of
                           Inrange Common Stock pursuant to the exercise of such
                           options and warrants, at an exercise price of not
                           less than 85% of the fair market value of such
                           Inrange Common Stock (determined as of the date of
                           the grant of such options or warrants), provided that
                           the aggregate number of shares of Inrange Common
                           Stock covered by options and warrants granted in any
                           fiscal year of the Borrower shall not exceed
                           1,500,000 (as adjusted for stock splits, stock
                           dividends, reverse stock splits and similar events);

                                 (g) issuances by Inrange, prior to August 15,
                           2000, to directors and management of the Borrower, of
                           options to acquire up to 1,331,000 shares of Inrange
                           Class B Common Stock, and issuances of Inrange Class
                           B Common Stock pursuant to the exercise by such
                           Persons, at an exercise price of $13.00 per share, of
                           such options; and



<PAGE>   4

                                                                               4

                                 (h) Dispositions by the Borrower of shares of
                           Inrange Common Stock held by the Borrower in exchange
                           for shares of the Borrower's Capital Stock in a
                           redemption or repurchase transaction that is
                           otherwise expressly permitted by this Agreement.

          SECTION 5. Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Amendment Effective Date") on which the
Administrative Agent shall have received (a) an executed counterpart of this
Amendment from the Borrower and (b) executed Lender Consent Letters (or
facsimile transmissions thereof) from the Required Lenders consenting to the
execution of this Amendment by the Administrative Agent.

          SECTION 6. Representations and Warranties. The representations and
warranties made by the Loan Parties in the Loan Documents are true and correct
on and as of the Amendment Effective Date, before and after giving effect to the
effectiveness of this Amendment, as if made on and as of the Amendment Effective
Date.

          SECTION 7. Payment of Expenses. The Borrower agrees to pay or
reimburse the Administrative Agent for all of its out-of-pocket costs and
reasonable expenses incurred in connection with this Amendment and any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.

          SECTION 8. Certificate as to Consolidated EBITDA. For purposes of
Section 8.15(b) of the Guarantee and Collateral Agreement and Section 7.14(b) of
the Shared Collateral Agreement, the Borrower agrees, as promptly as reasonably
practicable following the consummation of the IPO, to furnish to the
Administrative Agent a certificate of a Financial Officer of the Borrower
setting forth reasonably detailed calculations as to the aggregate Consolidated
EBITDA for the most recently completed period of four consecutive fiscal
quarters for which financial statements have been delivered pursuant to Section
5.1 of the Credit Agreement (determined at the time of the IPO) that is
attributable to Inrange and its Subsidiaries.

          SECTION 9. Reference to and Effect on the Loan Documents. On and after
the Amendment Effective Date, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agent under any of
the Loan Documents. Except as expressly amended herein, all of the provisions of
the Credit Agreement and the other Loan Documents are and shall remain in full
force and effect in accordance with the terms thereof and are hereby in all
respects ratified and confirmed.

          SECTION 10. Counterparts. This Amendment may be executed by one or
more of the parties to this Amendment on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Amendment by facsimile transmission shall be effective as



<PAGE>   5

                                                                               5


delivery of a manually executed counterpart hereof. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

          SECTION 11. Governing Law. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.









<PAGE>   6
                                                                             6


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.

                                            SPX CORPORATION


                                            By: /s/ Patrick J. O'Leary
                                                --------------------------------
                                                Name: Patrick J. O'Leary
                                                Title: Chief Financial Officer


                                            THE CHASE MANHATTAN BANK, as
                                               Administrative Agent


                                            By: /s/ Julie S. Long
                                                --------------------------------
                                                Name: Julie S. Long
                                                Title: Vice President



<PAGE>   7
                              LENDER CONSENT LETTER

                        SPX CORPORATION CREDIT AGREEMENT
                          DATED AS OF OCTOBER 6, 1998,
                 AS AMENDED AND RESTATED AS OF FEBRUARY 10, 2000


To:   The Chase Manhattan Bank, as Administrative Agent
      270 Park Avenue
      New York, New York 10017


Ladies and Gentlemen:

          Reference is made to the Credit Agreement, dated as of October 6, 1998
and as amended and restated as of February 10, 2000 (as so amended and restated,
the "Credit Agreement"), among SPX Corporation (the "Borrower"), the Lenders
parties thereto, Bank One, NA, as Documentation Agent, and The Chase Manhattan
Bank, as Administrative Agent. Unless otherwise defined herein, capitalized
terms used herein and defined in the Credit Agreement are so used as so defined.

          The Borrower has requested certain amendments and modifications to the
Credit Agreement on the terms described in the First Amendment with respect to
the Credit Agreement in the form attached hereto as Exhibit A (the "First
Amendment").

          Pursuant to Section 9.2(b) of the Credit Agreement, the undersigned
Lender hereby consents to the execution by the Administrative Agent of the First
Amendment.



                                          Very truly yours,


                                          --------------------------------------
                                          (NAME OF LENDER)


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:



Dated as of August 22, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>17
<FILENAME>c58353ex27.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             DEC-31-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                          46,600
<SECURITIES>                                         0
<RECEIVABLES>                                  531,500
<ALLOWANCES>                                  (16,100)
<INVENTORY>                                    301,500
<CURRENT-ASSETS>                             1,036,300
<PP&E>                                         869,000
<DEPRECIATION>                               (400,400)
<TOTAL-ASSETS>                               3,083,200
<CURRENT-LIABILITIES>                          781,400
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       357,600
<OTHER-SE>                                     293,500
<TOTAL-LIABILITY-AND-EQUITY>                 3,083,200
<SALES>                                      1,968,000
<TOTAL-REVENUES>                             1,968,000
<CGS>                                        1,306,700
<TOTAL-COSTS>                                1,791,500
<OTHER-EXPENSES>                                21,800
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              70,600
<INCOME-PRETAX>                                252,600
<INCOME-TAX>                                   103,600
<INCOME-CONTINUING>                            149,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                (8,800)
<CHANGES>                                            0
<NET-INCOME>                                   140,200
<EPS-BASIC>                                       4.54
<EPS-DILUTED>                                     4.40


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
