<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh10_1.txt
<TEXT>
                                                               Exhibit 10.1

                              SPX CORPORATION

                        2002 STOCK COMPENSATION PLAN

                         RESTRICTED STOCK AGREEMENT

                                      AWARD
                                 ----

Recipient:

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

Award Date:
             ------------

Total Number of Shares:          , divided into 3 tranches as follows:
                         --------

      Tranche 1:           shares
                  --------

      Tranche 2:           shares
                  --------

      Tranche 3:           shares
                  --------

     THIS AGREEMENT is made between SPX CORPORATION, a Delaware corporation
(the  "Company"),  and the Recipient  pursuant to the SPX Corporation  2002
Stock  Compensation  Plan and related plan documents (the "Plan") on and as
of the Award Date. The parties hereto agree as follows:

     1.  Grant of  Restricted  Stock.  The  Company  hereby  grants  to the
Recipient,  pursuant  to  Section  9 of the Plan,  the  number of shares of
Company common stock (the "Common Stock")  specified above (the "Restricted
Stock"),  subject  to the  terms  and  conditions  of  the  Plan  and  this
Agreement.  The Recipient must accept the Restricted  Stock award within 90
days after the Award Date in accordance with the  instructions  provided by
the Company.  The award  automatically will be rescinded upon the action of
the Company, in its discretion, if the award is not accepted within 90 days
after the Award Date.

     2.  Restrictions.  The Restricted Stock may not be sold,  transferred,
pledged,   assigned  or  otherwise   alienated  or  hypothecated,   whether
voluntarily or  involuntarily or by operation of law, until the termination
of the applicable  Period of Restriction (as defined in Section 4 below) or
as  otherwise  provided  in the  Plan or this  Agreement.  Except  for such
restrictions,  the Recipient  will be treated as the owner of the shares of
Restricted  Stock  and  shall  have  all of the  rights  of a  shareholder,
including,  but not limited to, the right to vote such shares and the right
to receive all dividends, if any, paid on such shares. If any dividends are
paid in shares of Common Stock, the dividend shares shall be subject to the
same  restrictions as the shares of Restricted  Stock with respect to which
they were paid.

     3.   Restricted   Stock   Certificates.   The   stock   certificate(s)
representing  the  Restricted  Stock  shall be issued or held in book entry
form  promptly  following  the  acceptance  of this  Agreement.  If a stock
certificate  is  issued,  it shall be  delivered  to the  Secretary  of the
Company or such other custodian as may be designated by the Company,  to be
held until the end of the  Period of  Restriction  or until the  Restricted
Stock is  forfeited.  The  certificates  representing  shares of Restricted
Stock  granted   pursuant  to  this  Agreement   shall  bear  a  legend  in
substantially the form set forth below:

     The sale or other transfer of the shares of stock  represented by
     this certificate,  whether voluntary, involuntary or by operation
     of law, is subject to certain  restrictions on transfer set forth
     in the SPX Corporation  2002 Stock  Compensation  Plan, rules and
     administration  adopted  pursuant to such Plan,  and a Restricted
     Stock award agreement with an Award Date of  ___________.  A copy
     of the Plan, such rules and such Restricted Stock award agreement
     may be obtained from the Secretary of SPX Corporation.

     4. Period of  Restriction.  Subject to the  provisions of the Plan and
this Agreement,  unless vested or forfeited earlier as described in Section
6, 7, or 8 of this  Agreement,  as  applicable,  each tranche of Restricted
Stock awarded hereunder shall become vested and freely  transferable if, as
of any Measurement Date for such tranche, Total Shareholder Return (defined
below) for the Measurement  Period associated with such Measurement Date is
greater than the S&P Return  (defined below) for such  Measurement  Period.
The following  schedule sets forth the  Measurement  Date(s) and associated
Measurement Periods for each tranche.

      Measurement Date              Measurement Period
      ----------------              ------------------

      TRANCHE 1:

                                                  through
      ----------------              -------------         ---------------
                                                  through
      ----------------              -------------         ---------------
                                                  through
      ----------------              -------------         ---------------

      TRANCHE 2:

                                                  through
      ----------------              -------------         ---------------
                                                  through
      ----------------              -------------         ---------------

      TRANCHE 3:
                                                  through
      ----------------              -------------         ---------------

"Total  Shareholder  Return" shall mean the  percentage  change in the Fair
Market Value of a share of Common Stock (using total shareholder  return of
the Common Stock as reported by Interactive  Data  Corporation)  during the
applicable  Measurement  Period.  "S&P  Return"  shall mean the  percentage
return of the S&P 500 Composite  Index (using total  shareholder  return of
the S&P 500 Composite  Index as reported by Interactive  Data  Corporation)
during the applicable Measurement Period.

Any tranche which has not vested as of                 shall be permanently
forfeited.  Upon  vesting,  all vested  shares shall cease to be considered
Restricted Stock,  subject to the terms and conditions of the Plan and this
Agreement,  and the Recipient  shall be entitled to have the legend removed
from  his or her  Common  Stock  certificate(s).  The  period  prior to the
vesting date with respect to a share of Restricted  Stock is referred to as
the "Period of Restriction."

     5. Vesting upon  Termination  due to Retirement,  Disability or Death.
If, while the Restricted  Stock is subject to a Period of Restriction,  the
Recipient  terminates  employment  with the Company (or a Subsidiary of the
Company  if the  Recipient  is then in the  employ of such  Subsidiary)  by
reason of  retirement,  disability (as determined by the Company) or death,
then the portion of the Restricted Stock subject to a Period of Restriction
shall become fully vested as of the date of employment  termination without
regard  to the  Period  of  Restriction  set  forth  in  Section  4 of this
Agreement.  A Recipient  will be eligible for  "retirement"  treatment  for
purposes  of this  Agreement  if,  at the time of  employment  termination,
he/she is age 55 or older,  he/she has completed five years of service with
the Company or a Subsidiary (provided that the Subsidiary has been directly
or indirectly  owned by the Company for at least three  years),  and he/she
voluntarily  elects to retire. The term "Subsidiary" is defined in the Plan
and means a  corporation  with  respect to which the  Company  directly  or
indirectly owns 50% or more of the voting power.

     6.  Forfeiture upon  Termination due to Reason other than  Retirement,
Disability or Death.  If, while the Restricted Stock is subject to a Period
of  Restriction,   the  Recipient's  employment  with  the  Company  (or  a
Subsidiary  of the Company if the  Recipient  is then in the employ of such
Subsidiary) terminates for a reason other than the Recipient's  retirement,
disability or death,  then the  Recipient  shall forfeit any portion of the
Restricted  Stock that is subject to a Period of Restriction on the date of
such employment termination.

     7.  Vesting  upon  Change of  Control.  In the  event of a "Change  of
Control" of the Company as defined in this Section,  the  Restricted  Stock
shall cease to be subject to the Period of Restriction set forth in Section
4 of this Agreement. A "Change of Control" shall be deemed to have occurred
if:

          (a) Any "Person" (as defined  below),  excluding for this purpose
     (i) the Company or any  Subsidiary  of the Company,  (ii) any employee
     benefit  plan of the Company or any  Subsidiary  of the  Company,  and
     (iii) any entity  organized,  appointed or established for or pursuant
     to the terms of any such plan that  acquires  beneficial  ownership of
     common shares of the Company, is or becomes the "Beneficial Owner" (as
     defined below) of twenty percent (20%) or more of the common shares of
     the Company then  outstanding;  provided,  however,  that no Change of
     Control  shall  be  deemed  to  have  occurred  as  the  result  of an
     acquisition of common shares of the Company by the Company  which,  by
     reducing the number of shares outstanding, increases the proportionate
     beneficial ownership interest of any Person to twenty percent (20%) or
     more of the common  shares of the Company  then  outstanding,  but any
     subsequent  increase in the  beneficial  ownership  interest of such a
     Person in common  shares  of the  Company  shall be deemed a Change of
     Control;  and  provided  further that if the Board of Directors of the
     Company  determines  in good  faith  that a Person  who has become the
     Beneficial Owner of common shares of the Company  representing  twenty
     percent  (20%)  or more  of the  common  shares  of the  Company  then
     outstanding  has   inadvertently   reached  that  level  of  ownership
     interest,  and if such Person  divests as promptly  as  practicable  a
     sufficient  number  of  shares of the  Company  so that the  Person no
     longer has a beneficial  ownership interest in twenty percent (20%) or
     more of the common  shares of the Company  then  outstanding,  then no
     Change of Control  shall be deemed to have  occurred.  For purposes of
     this  paragraph  (a), the following  terms shall have the meanings set
     forth below:

               (i)  "Person"  shall  mean  any  individual,  firm,  limited
          liability company, corporation or other entity, and shall include
          any successor (by merger or otherwise) of any such entity.

               (ii)  "Affiliate" and "Associate"  shall have the respective
          meanings  ascribed  to such  terms in Rule  12b-2 of the  General
          Rules and Regulations under the Securities  Exchange Act of 1934,
          as amended (the "Exchange Act").

               (iii) A Person shall be deemed the "Beneficial Owner" of and
          shall be deemed to "beneficially own" any securities:

                    (A)  which  such   Person  or  any  of  such   Person's
               Affiliates  or  Associates  beneficially  owns,  directly or
               indirectly  (determined  as provided in Rule 13d-3 under the
               Exchange Act);

                    (B)  which  such   Person  or  any  of  such   Person's
               Affiliates  or  Associates  has (1)  the  right  to  acquire
               (whether such right is exercisable immediately or only after
               the passage of time) pursuant to any agreement,  arrangement
               or understanding  (other than customary  agreements with and
               between  underwriters and selling group members with respect
               to a bona fide public offering of  securities),  or upon the
               exercise  of  conversion  rights,  exchange  rights,  rights
               (other  than rights  under the  Company's  Rights  Agreement
               dated June 25, 1996 with The Bank of New York,  as amended),
               warrants or options, or otherwise; provided, however, that a
               Person  shall not be deemed the  Beneficial  Owner of, or to
               beneficially own,  securities  tendered pursuant to a tender
               or exchange offer made by or on behalf of such Person or any
               of  such  Person's   Affiliates  or  Associates  until  such
               tendered  securities  are accepted for purchase or exchange;
               or  (2)  the  right  to  vote  pursuant  to  any  agreement,
               arrangement  or  understanding;  provided,  however,  that a
               Person  shall not be deemed the  Beneficial  Owner of, or to
               beneficially own, any security if the agreement, arrangement
               or  understanding  to vote such  security (a) arises  solely
               from a  revocable  proxy or consent  given to such Person in
               response  to a public  proxy or  consent  solicitation  made
               pursuant to, and in accordance  with, the  applicable  rules
               and regulations  promulgated  under the Exchange Act and (b)
               is not also  then  reportable  on  Schedule  13D  under  the
               Exchange Act (or any comparable or successor report); or

                    (C)  which  are   beneficially   owned,   directly   or
               indirectly,  by any other  Person  with which such Person or
               any of  such  Person's  Affiliates  or  Associates  has  any
               agreement,   arrangement   or   understanding   (other  than
               customary  agreements  with  and  between  underwriters  and
               selling  group  members  with  respect to a bona fide public
               offering  of  securities)  for  the  purpose  of  acquiring,
               holding,  voting (except to the extent  contemplated  by the
               proviso to subparagraph (a)(iii)(B)(2),  above) or disposing
               of any securities of the Company.

               Notwithstanding  anything  in  this  "Beneficial  Ownership"
          definition to the contrary,  the phrase "then  outstanding," when
          used  with  reference  to  a  Person's  beneficial  ownership  of
          securities  of  the  Company,  shall  mean  the  number  of  such
          securities then issued and  outstanding  together with the number
          of such securities not then actually issued and outstanding which
          such Person would be deemed to own beneficially hereunder.

          (b) During any period of two (2) consecutive years (not including
     any period prior to the acceptance of this Agreement), individuals who
     at the  beginning  of such  two-year  period  constitute  the Board of
     Directors of the Company and any new director or directors (except for
     any director  designated by a person who has entered into an agreement
     with the Company to effect a transaction  described in paragraph  (a),
     above,  or  paragraph  (c),  below)  whose  election  by the  Board or
     nomination for election by the Company's  shareholders was approved by
     a vote of at least  two-thirds of the  directors  then still in office
     who either  were  directors  at the  beginning  of the period or whose
     election or nomination for election was previously so approved,  cease
     for any reason to constitute at least a majority of the Board; or

          (c) Approval by the  shareholders  of (or if such approval is not
     required,  the consummation of) (i) a plan of complete  liquidation of
     the Company,  (ii) an  agreement  for the sale or  disposition  of the
     Company or all or substantially all of the Company's  assets,  (iii) a
     plan  of  merger  or  consolidation  of the  Company  with  any  other
     corporation,  or (iv) a similar  transaction or series of transactions
     involving the Company (any transaction  described in parts (i) through
     (iv)  of  this   paragraph  (c)  being  referred  to  as  a  "Business
     Combination"),  in each case unless after such a Business  Combination
     the  shareholders  of the Company  immediately  prior to the  Business
     Combination  continue  to own at  least  eighty  percent  (80%) of the
     voting securities of the new (or continued)  entity  immediately after
     such Business  Combination,  in  substantially  the same proportion as
     their  ownership  of the Company  immediately  prior to such  Business
     Combination.

     Notwithstanding  any provision of this  Agreement to the  contrary,  a
"Change  of  Control"  shall  not  include  any  transaction  described  in
paragraph (a) or (c), above,  where,  in connection with such  transaction,
the  Recipient  and/or  any party  acting  in  concert  with the  Recipient
substantially  increases his or its, as the case may be, ownership interest
in the Company or a successor to the Company (other than through conversion
of prior  ownership  interests in the Company  and/or through equity awards
received entirely as compensation for past or future personal services).

     8.  Settlement  Following  Change  of  Control.   Notwithstanding  any
provision of this  Agreement to the contrary,  in connection  with or after
the  occurrence  of a Change of  Control  as  defined  in Section 8 of this
Agreement, the Company may, in its sole discretion,  fulfill its obligation
with respect to all or any portion of the  Restricted  Stock that ceases to
be subject to a Period of  Restriction  in  conjunction  with the Change of
Control by:

          (a)  delivery  of (i) the  number of shares of Common  Stock that
     have  ceased to be  subject  to a Period of  Restriction  or (ii) such
     other  ownership  interest  as such  shares  of  Common  Stock  may be
     converted into by virtue of the Change of Control transaction;

          (b) payment of cash in an amount  equal to the fair market  value
     of the Common Stock at that time; or

          (c)  delivery of any  combination  of shares of Common  Stock (or
     other converted  ownership interest) and cash having an aggregate fair
     market  value  equal to the fair market  value of the Common  Stock at
     that time.

     9.  Adjustment  in  Capitalization.  In the event of any change in the
Common Stock of the Company  through  stock  dividends or stock  splits,  a
corporate   split-off   or   split-up,    or   recapitalization,    merger,
consolidation, exchange of shares, or a similar event, the number of shares
of Restricted Stock subject to this Agreement may be equitably  adjusted by
the Committee, in its sole discretion.

     10.  Delivery of Stock  Certificates.  Subject to the  requirements of
Sections  12 and 13 below,  as  promptly  as  practicable  after  shares of
Restricted  Stock  cease  to be  subject  to a  Period  of  Restriction  in
accordance  with Section 4, 6, or 8 of this  Agreement,  the Company  shall
cause to be issued and delivered to the Recipient,  the  Recipient's  legal
representative, or a brokerage account for the benefit of the Recipient, as
the case may be, certificates for the vested shares of Common Stock.

     11. Tax  Withholding.  Whenever a Period of Restriction  applicable to
the  Recipient's  rights to some or all of the  Restricted  Stock lapses as
provided in Section 4, 6, or 8 of this Agreement,  the Company or its agent
shall  notify  the  Recipient  of the  related  amount  of tax that must be
withheld under  applicable tax laws.  Regardless of any action the Company,
any  Subsidiary  of the Company,  or the  Recipient's  employer  takes with
respect to any or all income tax, social security,  payroll tax, payment on
account or other  tax-related  withholding  ("Tax")  that the  Recipient is
required to bear pursuant to all  applicable  laws,  the  Recipient  hereby
acknowledges  and agrees  that the  ultimate  liability  for all Tax is and
remains the responsibility of the Recipient.

     Prior to receipt of any shares that  correspond  to  Restricted  Stock
that vests in accordance  with this  Agreement,  the Recipient shall pay or
make  adequate   arrangements   satisfactory  to  the  Company  and/or  any
Subsidiary of the Company to satisfy all withholding and payment on account
obligations of the Company  and/or any  Subsidiary of the Company.  In this
regard,  the Recipient  authorizes the Company and/or any Subsidiary of the
Company to withhold all  applicable  Tax legally  payable by the  Recipient
from the Recipient's wages or other cash compensation paid to the Recipient
by the Company and/or any Subsidiary of the Company or from the proceeds of
the sale of shares. Alternatively,  or in addition, the Company may sell or
arrange for the sale of Common  Stock that the  Recipient is due to acquire
to satisfy the  withholding  obligation for Tax and/or  withhold any Common
Stock,  provided  that the Company  sells or  withholds  only the amount of
Common Stock necessary to satisfy the minimum withholding amount.  Finally,
the  Recipient  agrees to pay the Company or any  Subsidiary of the Company
any amount of any Tax that the Company or any Subsidiary of the Company may
be required to withhold as a result of the Recipient's participation in the
Plan  that  cannot be  satisfied  by the means  previously  described.  The
Company may refuse to deliver Common Stock if the Recipient fails to comply
with  its  obligations  in  connection  with the tax as  described  in this
section.

     The  Company  advises  the  Recipient  to consult his or her lawyer or
accountant with respect to the tax consequences for the Recipient under the
Plan.

     The  Company  and/or  any  Subsidiary  of the  Company:  (a)  make  no
representations  or undertakings  regarding the tax treatment in connection
with the Plan;  and (b) do not  commit to  structure  the Plan to reduce or
eliminate the Recipient's liability for Tax.

     12.  Securities  Laws.  This  award  is a  private  offer  that may be
accepted  only by a Recipient who is an employee or director of the Company
or  a  Subsidiary  of  the  Company  and  who  satisfies  the   eligibility
requirements  outlined  in the  Plan  and  the  Committee's  administrative
procedures.  If a Registration  Statement under the Securities Act of 1933,
as amended,  is not in effect with respect to the shares of Common Stock to
be issued pursuant to this Agreement,  the Recipient hereby represents that
he or she is acquiring the shares of Common Stock for  investment  and with
no present  intention  of selling or  transferring  them and that he or she
will not sell or otherwise  transfer the shares except in  compliance  with
all applicable  securities  laws and  requirements of any stock exchange on
which the shares of Common Stock may then be listed.

     13. No Employment or Compensation Rights. Participation in the Plan is
permitted only on the basis that the Recipient accepts all of the terms and
conditions of the Plan and this  Agreement,  as well as the  administrative
rules  established by the Committee.  This Agreement  shall not confer upon
the Recipient any right to continuation of employment by the Company or its
Subsidiaries,  nor  shall  this  Agreement  interfere  in any way  with the
Company's or its Subsidiaries' right to terminate Recipient's employment at
any  time.  Neither  the  Plan  nor this  Agreement  forms  any part of any
contract  of  employment  between  the  Company or any  Subsidiary  and the
Recipient, and neither the Plan nor this Agreement confers on the Recipient
any legal or equitable  rights (other than those related to the  Restricted
Stock  award)  against  the  Company  or  any  Subsidiary  or  directly  or
indirectly  gives  rise to any cause of action in law or in equity  against
the Company or any Subsidiary.

     The  Restricted  Stock  granted  pursuant to this  Agreement  does not
constitute part of the Recipient's wages or remuneration or count as pay or
remuneration  for pension or other  purposes.  If the Recipient  terminates
employment with the Company or any Subsidiary, in no circumstances will the
Recipient  be  entitled  to any  compensation  for any loss of any right or
benefit  or any  prospective  right  or  benefit  under  the  Plan  or this
Agreement that he or she might  otherwise have enjoyed had such  employment
continued,  whether  such  compensation  is claimed  by way of damages  for
wrongful dismissal, breach of contract or otherwise.

     14. Plan Terms and Committee Authority.  This Agreement and the rights
of the Recipient  hereunder are subject to all of the terms and  conditions
of the Plan,  as it may be  amended  from time to time,  as well as to such
rules and regulations as the Committee (meaning the Compensation  Committee
of the Board of Directors of the Company, as defined in the Plan) may adopt
for  administration  of the  Plan.  It is  expressly  understood  that  the
Committee is authorized to administer, construe and make all determinations
necessary  or  appropriate  for the  administration  of the  Plan  and this
Agreement,  all of which shall be binding upon Recipient. Any inconsistency
between this Agreement and the Plan shall be resolved in favor of the Plan.
The Recipient  hereby  acknowledges  receipt of a copy of the Plan and this
Agreement.

     15. Governing Law and Jurisdiction.  This Agreement is governed by the
substantive and procedural laws of the state of Michigan. The Recipient and
the Company agree to submit to the exclusive jurisdiction of, and venue in,
the courts in Michigan in any dispute relating to this Agreement.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be
executed as of the Award Date.

                          [signature page follows]


<PAGE>


                                          SPX CORPORATION



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

Attest:

                                          RECIPIENT



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


</TEXT>
</DOCUMENT>
