<PAGE>   1

                                                                     EXHIBIT 4.3










                              INRANGE TECHNOLOGIES
                                  CORPORATION
                                  SAVINGS AND
                              STOCK OWNERSHIP PLAN

                             (EFFECTIVE MAY 1, 2001)










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                                TABLE OF CONTENTS

<TABLE>
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                                                                                  PAGE
<S>         <C>                                                                  <C>
SECTION 1   ESTABLISHMENT OF THE PLAN..............................................1

SECTION 2   DEFINITIONS............................................................2

SECTION 3   ELIGIBILITY AND PARTICIPATION..........................................9
    3.1     Eligibility for Participation in Plan..................................9
    3.2     Enrollment.............................................................9
    3.3     Duration of Participation..............................................9
    3.4     Transferred Employees..................................................9
    3.5     Reemployment of Former Employee........................................9

SECTION 4   CONTRIBUTIONS TO THE PLAN.............................................10
    4.1     Company Contributions.................................................10
    4.2     Participants' Pre-tax Contributions...................................10
    4.3     Changes in Rate of Participants' Contributions........................10
    4.4     Inactive Participation; Reinstatement.................................10
    4.5     Payment of Participants' Pre-tax Contributions to Trustee.............11
    4.6     Company Matching Contributions........................................11
    4.7     Payment of Company Matching Contributions to Trustee..................11
    4.8     Allocation of Company Matching Contributions..........................12
    4.9     Vesting of Company Matching Contributions.............................12
    4.10    Limitation on Annual Account Additions................................13
    4.11    Elective Deferral Limitations.........................................15
    4.12    Limitations on Pre-tax Contributions..................................19
    4.13    Limitations on Company Matching Contributions.........................22
    4.14    Multiple Use of Alternative Limitation................................23
    4.15    Rollover Contributions................................................24
    4.16    Plan May Not Receive Transfer of Assets...............................24
    4.17    Contributions Following Qualified Military Service....................

SECTION 5   PARTICIPANTS' ACCOUNTS AND INVESTMENT OPTIONS.........................25
    5.1     Participants' Accounts................................................25
    5.2     Investment Funds......................................................25
    5.3     Valuation of Accounts.................................................26
    5.4     Common Stock Fund.....................................................27
    5.5     SPX Stock Fund........................................................27
    5.6     Common Stock, SPX Stock, Common Stock Fund
              and SPX Stock Fund Units............................................28
</TABLE>



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<TABLE>
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                                                                                 PAGE
<S>         <C>                                                                  <C>
SECTION 5A  SPECIAL PROVISIONS RELATING TO COMMON STOCK...........................30
    5A.1    Voting of Shares......................................................30
    5A.2    Tender Offer; Applicability...........................................31
    5A.3    Instructions to Trustee...............................................31
    5A.4    Trustee Action on Participant Instructions............................32
    5A.5    Action With Respect to Participants
             Not Instructing the Trustee or Not Issuing Timely Instructions.......32
    5A.6    Treatment of Unallocated Shares.......................................32
    5A.7    Purchase of Common Stock..............................................32
    5A.8    Form of Distribution..................................................32


SECTION 6   DISTRIBUTIONS TO PARTICIPANTS.........................................34
    6.1     Distribution Following Normal Retirement Date.........................34
    6.2     Distribution Upon Termination of Employment...........................34
    6.3     Distribution Upon Death...............................................34
    6.4     Distribution to Participants
              Who Remain in the Employ of the Company.............................35
    6.5     Timing and Methods of Payment.........................................36
    6.6     Adjusting on Deferred Payments........................................39
    6.7     Distributions of Pre-Tax Contributory Balances........................40
    6.8     Commencement of Benefit Limitations...................................40
    6.9     Direct Rollovers......................................................40


SECTION 7   BENEFICIARY DESIGNATION...............................................44


SECTION 8   CONCERNING THE COMPANY................................................45
    8.1     Rights Against the Company............................................45
    8.2     Effect of Bankruptcy and Other Contingencies Affecting the Company....45


SECTION 9   TRUST AGREEMENT.......................................................46


SECTION 10  NON-ALIENATION OF BENEFITS............................................47


SECTION 11  ADMINISTRATION........................................................48
    11.1    Plan Administrator and Fiduciary......................................48
    11.2    Compensation and Expenses.............................................48
    11.3    Manner of Action......................................................49
    11.4    Chairman, Secretary and Employment of Specialists.....................49
    11.5    Subcommittees.........................................................49
    11.6    Records...............................................................49
    11.7    Rules.................................................................50
</TABLE>


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<S>         <C>                                                                  <C>
    11.8    Administration........................................................50
    11.9    Notice of Address.....................................................50
    11.10   Information for Benefits and Data.....................................50
    11.11   Appeals from Denial of Claims.........................................50
    11.12   Indemnity for Liability...............................................51


SECTION 12  CHANGES IN THE PLAN...................................................52
    12.1    Amendments............................................................52
    12.2    Termination of the Plan...............................................53


SECTION 13  LITIGATION............................................................54


SECTION 14  EFFECT OF MISTAKE.....................................................55


SECTION 15  MERGER, CONSOLIDATION OR TRANSFER.....................................56


SECTION 16  APPLICABLE LAWS.......................................................57


SECTION 17  APPROVAL..............................................................58


SECTION 18  TOP-HEAVY PLAN RULES..................................................59


SECTION 19  LOANS TO PARTICIPANTS.................................................65
    19.1    Establishment of Participant Loan Program.............................65
    19.2    Loan Applications.....................................................65
    19.3    Loan Amounts..........................................................66
    19.4    Repayment of Loans....................................................67
    19.5    Interest Rate.........................................................67
    19.6    Security..............................................................67
    19.7    Default...............................................................68
    19.8    ......................................................................69


SECTION 20  SPECIAL PROVISIONS....................................................70
</TABLE>


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                                    SECTION 1

                            ESTABLISHMENT OF THE PLAN


         This plan is effective May 1 2001. Participants in this plan on that
date were formerly participants in the SPX Corporation Savings and Stock
Ownership Plan (the "SPX Savings Plan"). On May 1, 2001 SPX Corporation was the
owner of more than 80% of the stock of INRANGE. The accounts of former
participants in the SPX Savings Plan were transferred to this plan on or about
May 1, 2001, and constitute the initial accounts of Participants in this Plan.
Since this plan offers the same investment choices as the SPX Savings Plan
offered, Participant investments were not changed by the transfer of their
accounts from the SPX Savings Plan to this Plan.




<PAGE>   6


                                    SECTION 2

                                   DEFINITIONS

         2.1 "Account" means the Participant's interest in the Plan and includes
his separate accounts in each of the Investment Funds provided by the Plan, as
described in Section 5.2.

         2.2 "Accounting Date." Accounts shall be valued on a daily basis for
purposes of any distribution or other requirement under the Plan, so each
business day shall constitute an Accounting Date; provided that the Trustee
shall provide a complete report of the value of the assets held in the Trust as
of the last day of each fiscal quarter of the Plan.

         2.3 "Act" means the Employee Retirement Income Security Act of 1974, as
amended.

         2.4 "Active Participant" means a Participant who has an Account in the
Plan and is regularly making contributions thereto.

         2.5 "Additional Pre-tax Contributions" shall have the meaning set forth
at Section 4.2(b).

         2.6 "After Tax Contributory Net Balance" means that portion of a
Participant's Account (including income thereon) that is attributable to his own
After Tax Contributions made to a prior plan which permitted After Tax
Contributions. This Plan does not provide for Participant After Tax
Contributions.

         2.7 "Board" means the Board of Directors of the Company.

         2.8 "Code" means the Internal Revenue Code of 1986, as now in effect or
hereafter amended.

         2.9 "Committee" means the Committee appointed by the Board to
administer this Plan. While the Company is under common control (within the
meaning of Section 414(b) of the Code) with SPX Corporation, the "Committee"
shall be the SPX Administrative Committee.

         2.10 "Common Stock" means Class B common stock, par value $.01, issued
by the Company.

         2.11 "Company" or "Employer" means INRANGE Technologies Corporation,
and its domestic subsidiaries. The term also includes any Foreign Subsidiary of
the Company for the purpose of having the Company provide benefits under the
Plan for Employees of such Foreign Subsidiaries who are U.S. Citizens.


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<PAGE>   7


         2.12 "Compensation" means the total amount paid to an Employee for
personal services which is reported on the Employee's Federal Income Withholding
Statement (Form W-2) as provided at Internal Revenue Service Regulations Section
1.415(d)(11)(ii), including, among all other items of W-2 pay, bonuses
(including annual payments from the Company's EVA Incentive Compensation Plan),
overtime and vacation pay paid after termination of employment and adjusted as
follows:

         (a)      Increased by any amount which is contributed by the Company
                  pursuant to a salary reduction agreement and which is not
                  includable in the gross income of the Employee pursuant to one
                  or more of the following Code Sections:

                  (1)      125 for cafeteria plans including, but not limited
                           to, the SPX Corporation Cafeteria Benefits Program,
                           but not including Company-provided flexible benefit
                           credits;

                  (2)      402(a)(8) for cash or deferred arrangements
                           including, but not limited to, this Plan and

                  (3)      402(h) for simplified employee pensions, if
                           applicable.

         (b)      Decreased by all of the following amounts (even if includable
                  in gross income):

                  (1)      reimbursements or other expense allowances;

                  (2)      fringe benefits (cash and non-cash);

                  (3)      moving expenses;

                  (4)      welfare benefits;

                  including in all of the above, but not limited to,
                  Company-provided automobiles, mileage reimbursements and car
                  allowances for which no documentation is required, taxable and
                  non-taxable tuition reimbursements, and the taxable value of
                  physical examinations and group term life insurance coverage
                  in excess of $50,000;

                  (5)      deferred compensation, including, but not limited to:

                           (A)      contributions to or amounts paid from the
                                    INRANGE Technologies Corporation 2000 Stock
                                    Compensation Plan, the INRANGE Technologies
                                    Corporation Supplemental Savings Plan,
                                    deferred bonuses, long-term incentive
                                    payments and any other similar plan of
                                    deferred compensation;




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<PAGE>   8


                           (B)      the value of restricted shares, either when
                                    paid or when the restriction lapses, except
                                    to the extent the recipient elects to be
                                    taxed under Code Section 83 at the time of
                                    grant;

                           (C)      the value of nonqualified stock options at
                                    the time of grant if the option price is
                                    then the market value of the shares subject
                                    to the option;

                           (D)      the taxable value of qualified and
                                    nonqualified stock options when exercised;
                                    and

                           (E)      the value of stock appreciation rights;

                  (6)      amounts paid from the Bonus Reserve under Employer's
                           EVA Incentive Compensation Plan as the result of a
                           Participant's retirement, disability, or death; and

                  (7)      severance pay paid after termination of employment.

         Compensation in excess of $170,000 (or such cost of living adjusted
amount as determined by the Secretary of the Treasury) shall be disregarded for
all purposes under the Plan.

         2.13 "Distribution Date" means a date which is not later than 60 days
following the date on which the Participant's (or beneficiary's) completed
application for payment is approved by the Committee or its delegee.
Notwithstanding the foregoing, the Committee may, in its discretion, choose a
later Distribution Date if administratively required.

         2.14 "Effective Date" means May 1, 2001.

         2.15 "Eligible Employee" means any person employed by the Company
excluding the following classes of Employees:

         (a)      members of a collective bargaining unit unless the collective
                  bargaining agreement provides for participation in this Plan;

         (b)      any employee of a Foreign Subsidiary if such employee is not a
                  U.S. citizen;

         (c)      any person employed by and on the payroll of any subsidiary,
                  division or facility of the Company which is created incident
                  to the establishment of a new facility or acquisition of any
                  other business except as the Plan may



                                      -4-
<PAGE>   9



                  be extended to such Employees by the corporate officer for
                  employee compensation and benefits; provided, however, that
                  Eligible Employees who become Participants in the Plan and are
                  subsequently transferred to such a separate subsidiary,
                  division or facility shall continue to be Eligible Employees.

         (d)      any person working for the Company or any subsidiary in a
                  capacity other than as a common law employee, including but
                  not limited to, Leased Employees.

         2.16 "Employee" means any person employed by the Company, including
Leased Employees. The term "Employee" shall not include any individual who is
paid for services as an independent contractor reported on Form 1099, whether or
not such individual is actually performing services as a common law employee of
the Company or is retroactively recharacterized as an Employee of the Company
through a judicial or administrative determination.

         2.17 "Enrollment Date" means the first day of any payroll period.

         2.18 "Foreign Subsidiary" means any corporation organized or created
otherwise than in or under the laws of the United States or any State therein or
territory thereof if:

         (a)      twenty percent or more of such foreign corporation's voting
                  stock is owned by the Company; or

         (b)      fifty percent or more of such foreign corporation's voting
                  stock is owned by a foreign corporation described in
                  subparagraph (a) immediately above; provided, in either case,
                  that an agreement which remains in effect has been entered
                  into by the Company to have the insurance system established
                  under Title II of the Social Security Act, as amended,
                  extended to cover all United States citizens who are employed
                  by such foreign corporation.

         2.19 "Highly Compensated Employee" means highly compensated active
Employees and highly compensated former Employees.

         A highly compensated active Employee includes any Employee who performs
service for the Company or a Related Company during the Plan Year and who: (i)
received Compensation from the Company or Related Company (determined under
Section 2.13 but without subtracting the items in Section 2.13(b)) in excess of
$80,000 during the preceding Plan Year (as adjusted at the same time and in the
same manner as under Section 415(d) of the Code); and (ii) if the Company so
elects, was a member of the top-paid group for such year. The term Highly
Compensated Employee also includes Employees who are 5 percent owners at any
time during the current Plan Year or the immediately preceding Plan Year.


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<PAGE>   10


         The top-paid group consists of the top twenty percent (20%) of
Employees ranked on the basis of compensation received during the year.
Employees described in Code Section 414(q)(8) and Q&A 9(b) of Section
1.414(q)-1T of the regulations are excluded.

         A highly compensated former Employee includes any Employee who
separated from service (or was deemed to have separated) prior to the current
Plan Year, performs no service for the Company during the current Plan Year, and
was a highly compensated active Employee for either the separation year or any
year ending on or after the Employee's 55th birthday.

         The determination of who is a Highly Compensated Employee, including
the determinations of the number and identity of Employees in the top-paid
group, the compensation that is considered, will be made in accordance with
Section 414(q) of the Code and the regulations thereunder.

         Any Employee who is not a Highly Compensated Employee shall be a
Non-Highly Compensated Employee.

         2.20 "Hour of Service" means an hour for which an Employee is paid, or
entitled to payment, for the performance of duties for the Company.

         2.21 "Inactive Participant" means a Participant who is not contributing
to the Plan but whose Account remains in the Plan for any reason.

         2.22 "Leased Employee" means any person (other than an employee of the
Company) who pursuant to an agreement between the Company and any other person
("leasing organization") has performed services for the Company (or for the
Company and related persons determined in accordance with Section 414(n)(6) of
the Code) on a substantially full time basis for a period of at least one year,
and such services are performed under the primary direction or control of the
Company. Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the Company shall
be treated as provided by the Company.

         A Leased Employee shall not be considered an employee of the Company
if: (i) such employee is covered by a money purchase pension plan providing: (1)
a nonintegrated employer contribution rate of at least 10 percent of
compensation, as defined in Section 415(c)(3) of the Code, but including amounts
contributed pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Section 125, Section 402(a)(8), Section 402(h)
or Section 403(b) of the Code, (2) immediate Participation, and (3) full and
immediate vesting; and (ii) Leased Employees do not constitute more than 20
percent of the Company's Non-Highly Compensated Employees.



                                      -6-
<PAGE>   11



         2.23 "Non-contributory Net Balance" means that portion of the
Participant's Net Balance that is attributable to Company contributions, and
income thereon.

         2.24 "Non-highly Compensated Employee" means an employee of the Company
who is not a Highly Compensated Employee.

         2.25 "Normal Retirement Date" means the date a Participant attains age
55 and has completed at least 10 Years of Service or if earlier a Participant's
date of retirement under a defined benefit pension plan maintained by the
Company or a Related Company.

         2.26 "Participant" means any Eligible Employee who elects to
participate in the Plan including any person presently or formerly employed by
the Company who has an account in the Plan.

         2.27 "Participant's Net Balance" means the interest of a Participant in
the Trust Fund as of any Accounting Date.

         2.28 "Plan Year" means the twelve-month period commencing each December
31 and ending on the subsequent December 30.

         2.29 "Pre-tax Contributions" shall have the meaning set forth at
Section 4.2.

         2.30 "Pre-tax Contributory Net Balance" means that portion of a
Participant's Account (including income thereon) that is attributable to his
Pre-tax Contributions.

         2.31 "Regular Pre-tax Contributions" shall have the meaning set forth
at Section 4.3.

         2.32 "Related Company" means a corporation which is a member of a
controlled group of corporations within the meaning of Section 414(b) of the
Code) which group includes the Company, or a partnership, proprietorship or
other entity under common control (within the meaning of Section 414(c) of the
Code) with the Company; provided that the status of being employed by the
Related Company shall only pertain to a person during the period of time when it
is a Related Company, and not to period(s) of time prior or subsequent to its
Related Company status, unless the Plan shall otherwise expressly provide.

         2.33 "SPX" means SPX Corporation, a Delaware corporation and the parent
of the Company.

         2.34 "SPX Stock" means the SPX Corporation Common Stock, par value
$10.00 per share, issued by SPX Corporation.

         2.35 "SPX Plan" means the SPX Corporation Retirement Savings and Stock
Ownership Plan.



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<PAGE>   12



         2.36 "Total and Permanent Disability" means a physical or mental
condition, in the judgment of the Committee, based upon medical reports and
other evidence satisfactory to the Committee, which is presumed to permanently
prevent a Participant from satisfactorily performing his usual duties for the
Company or the duties of such other position or job which the Company makes
available to the Participant and for which such Participant is qualified by
reason of training, education or experience. Said condition must exist at the
time the Participant terminates employment with the Company, and must be the
cause of such termination.

         2.37 "Trust Fund" means the assets of every kind and description held
under the trust agreement forming a part of the Plan, together with the
dividends, earnings and income thereon, less disbursements.

         2.38 "Trustee" means the Trustee selected by the Company to hold the
Trust Fund.










                                      -8-
<PAGE>   13


                                    SECTION 3

                          ELIGIBILITY AND PARTICIPATION


         3.1 Eligibility for Participation in Plan.

         (a)      Each Eligible Employee who was a Participant in the SPX Plan
                  on April 30 and who is an Employee on May 1, 2001, shall
                  automatically continue to be a Participant in this Plan on May
                  1, 2001 without necessity of further enrollment, but must
                  enroll to be an Active Participant making deferrals to the
                  Plan.

         (b)      Every other Eligible Employee shall be eligible to become a
                  Participant on any Enrollment Date provided that such
                  Enrollment Date he is an Eligible Employee.

         3.2 Enrollment. Participation in this Plan is voluntary on the part of
Eligible Employees. An Eligible Employee who elects to have the Company make
Pre-tax Contributions shall, except as otherwise provided in Section 3.1(a), do
so by enrolling prior to the Enrollment Date on which his participation is to
commence in such manner as the Administrator may determine from time to time.

         3.3 Duration of Participation. An Eligible Employee who has become a
Participant shall continue as a Participant until there is no longer any balance
in his Accounts in the Plan.

         3.4 Transferred Employees. A Participant who ceases to be an Eligible
Employee, although still employed by the Company or a Related Company, shall
continue as an Inactive Participant, but no further contributions shall be made
to his Account except for contributions attributable to the period during which
the Participant was an Eligible Employee.

         3.5 Reemployment of Former Employee. If an Employee who has satisfied
the eligibility requirements of Section 3.1 shall terminate service with the
Company and shall thereafter be reemployed by the Company, he shall again become
eligible to participate in the Plan upon his re-enrollment following the date of
his resumption of employment.








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                                    SECTION 4

                            CONTRIBUTIONS TO THE PLAN

         4.1 Company Contributions. The Plan is designed to invest Company
Matching Contributions primarily in Common Stock.

         (a)      Amount. Until the Plan is amended, modified or terminated
                  pursuant to Section 12, the Company shall make Matching
                  Contributions in an amount equal to the dollar amount of
                  Company Matching Contributions required by Section 4.6, but
                  not, when combined with all other contributions to defined
                  contribution plans maintained by the Company, in excess of the
                  amount deductible under Code Section 404.

         (b)      Form. The Company shall make Matching Contributions to the
                  Plan in cash or in treasury or authorized but unissued Common
                  Stock.

         4.2 Participants' Pre-Tax Contributions. Participant contributions
shall be payments made by the Company and on behalf of the Participants as
contributions to the Trust under this Plan, which contributions shall be made
(whether by payroll deduction or by some other means acceptable to the
Committee) on a pre-tax basis, as described in Code Section 401(k), and shall be
referred to herein as "Pre-tax Contributions". Upon enrollment, a Participant
shall elect to make Pre-tax Contributions to the Plan each payroll period so
long as he is an Active Participant and he has not revoked his enrollment as
follows:

         (a)      "Regular Pre-tax Contributions" expressed as a percentage of
                  Compensation which is not in excess of 6% of his Compensation;
                  and

         (b)      "Additional Pre-tax Contributions" expressed as a percentage
                  of Compensation which is in excess of 6% of his Compensation.
                  Additional Pre-tax Contributions may not exceed 11% of a
                  Participant's Compensation, and such contributions are not
                  matched by Company contributions.

         Participant's Pre-tax Contributions shall at all times be fully vested
and nonforfeitable.

         4.3 Changes in Rate of Participants' Contributions. An Active
Participant may change his rate of contribution as of the first day of any
payroll period by providing advance notice to the Company.

         4.4 Inactive Participation; Reinstatement. An Active Participant may
cease making Pre-tax Contributions to the Plan as of the first day of any
payroll period by giving notice to the Company, (in such manner as it may
determine from time to time) sufficiently prior to the beginning of such payroll
period. He or she shall thereupon



                                      -10-
<PAGE>   15



become an Inactive Participant. An Inactive Participant may again become an
Active Participant and resume making Pre-tax Contributions to the Plan as of any
Enrollment Date provided he or she then qualifies as an Eligible Employee and
provides advance notice to the Company. A Participant who has made a hardship
withdrawal under Section 6.4(b) hereof must become and remain an Inactive
Participant for a period of at least four full calendar quarters following the
date of such withdrawal.

         4.5 Payment of Participants' Pre-tax Contributions to Trustee. All
deductions of Participant's Pre-tax Contributions shall be paid over to the
Trustee as soon as administratively possible, but in no event later than 15
business days after the end of the calendar month in which the deduction is
withheld from Participants' Compensation.

         4.6 Company Matching Contributions. The Company shall make Company
Matching Contributions having a value equal to --

         (a)      100% of the Regular Pre-Tax Contributions made by each
                  Participant during such Plan Year up to 4% of such
                  Participant's Compensation; and

         (b)      50% of Regular Pre-Tax Contributions made by such Participant
                  in excess of 4% of his Compensation, up to 6% of his
                  Compensation, during such Plan Year.

         The amount of the Company Matching Contributions for any Plan Year
shall be reduced by the amount of forfeitures occurring in such year, as
described in Section 4.7(c).

         Notwithstanding the foregoing, to the extent that a Participant's
Regular Pre-tax Contributions are distributed to him as an Excess Elective
Deferral pursuant to Section 4., or in order to satisfy the actual deferral
percentage test as described in Section 4.11 (if applicable) or the multiple use
test described in Section 4.13 (if applicable), any Company Matching
Contributions allocated to that Participant's account with respect to such
Regular Pre-tax Contributions shall be forfeited, and the amount thereof shall
be used to reduce Company Matching Contributions.

         Notwithstanding the foregoing, the Company Matching Contribution to be
made with respect to a collective bargaining unit which participates in the Plan
shall be as set forth in the collective bargaining agreement.

         4.7 Payment of Company Matching Contributions to Trustee. The Company
shall pay to the Trustee its Company Matching Contributions for each Plan Year
as described in Section 4.6 at such time or times as it may determine but in any
event, within the period described in Code Section 404(a)(6) applicable to the
taxable year within which such Plan Year ends.



                                      -11-
<PAGE>   16



         4.8 Vesting of Company Matching Contributions. Company Matching
Contributions as described in Section 4.6 shall at all times be fully vested and
nonforfeitable except as provided in this Section and Section 4.9(c).

         4.9 Limitation on Annual Account Additions. For purposes of this
Section, the Limitation Year shall be the calendar year.

         (a)      Annual Account Addition. "Annual Account Addition" means, for
                  any Participant for any Limitation Year, the sum of:

                  (1)      the Company's contribution made for him under any
                           defined contribution plan for the Limitation Year;
                           and

                  (2)      the Participant's contributions to such defined
                           contribution plan; and

                  (3)      Forfeitures allocated to him under such defined
                           contribution plan for the Limitation Year.

                  (4)      Amounts allocated to an individual medical account,
                           as defined in Section 415(l)(2) of the Code, which is
                           part of a pension or annuity plan maintained by the
                           Employer are treated as annual additions to a defined
                           contribution plan. Also, amounts derived from
                           contributions paid or accrued which are attributable
                           to post-retirement medical benefits, allocated to the
                           separate account of a key employee, as defined in
                           Section 419A(d)(3) of the Code, under a welfare
                           benefit fund, as defined in Section 419(e) of the
                           Code, maintained by the Employer are treated as
                           annual additions to a defined contribution plan.

         "Any defined contribution plan" means all defined contribution plans of
         the Company considered as one plan.

         (b)      Limitation. Notwithstanding the foregoing provisions of this
                  Section 4.11, for any Limitation Year the Annual Account
                  Addition of a Participant shall not exceed the lesser of:

                  (1)      $35,000.

                  (2)      25% of the Participant's Compensation for such
                           Limitation Year.

         (c)      Reduction in Annual Account Additions. If in any Limitation
                  Year a Participant's Annual Account Additions would exceed the
                  applicable limitation determined under paragraph (b) above,
                  such excess (referred to herein as the "Annual Account
                  Excess") shall not be allocated to his



                                      -12-
<PAGE>   17



                  accounts in any defined contribution plan, but any reduction
                  necessary shall be made prior to the end of the Limitation
                  Year as follows:

                  (1)      His share of forfeitures allocated to him for that
                           year shall be reduced, up to the amount of the Annual
                           Account Excess.

                  (2)      If there is any remaining Annual Account Excess after
                           the application of paragraph (1) above, his share of
                           Company contributions shall be reduced up to the
                           remaining amount of the Annual Account Excess.

                  (3)      If there is any remaining Annual Account excess after
                           the application of paragraphs (1) and (2) above, his
                           contributions shall be returned to him up to the
                           remaining amount of the Annual Account Excess).

                           (The above reductions shall be applied to this Plan
                           first and next to any other plan constituting any
                           other defined contribution plan of the Company.)

                  (4)      Any reduction in such a Participant's allocation
                           under paragraph (1) or (2) of this Section 4.11(d)
                           above shall be deemed to be a forfeiture under the
                           Plan for such Limitation Year and be applied in
                           reduction of Company contributions for such year.

         (d)      Multiple Employers. In the event that the Company is a member
                  of a group of employers constituting (i) a controlled group of
                  corporations [within the meaning of Code Section 414(b) as
                  modified by Section 415(h)], (ii) trades or businesses,
                  whether or not incorporated, under common control [within the
                  meaning of Code Section 414(c) as modified by Section 415(h)],
                  or (iii) an affiliated service group [as defined in Code
                  Section 414(m)], and any other member of such group maintains
                  a plan or plans covering one or more Participants in this
                  Plan, then the limitations of paragraphs (a) and (b) above,
                  and the aggregation rules of paragraphs (c) and (d) above,
                  shall be applied by treating all the plans of such other
                  employers as plans maintained by the Company.

         4.10 Elective Deferral Limitations.

         (a)      No Participant shall be permitted to have Elective Deferrals
                  made under this Plan, or any other qualified plan maintained
                  by the Company, during any taxable year, in excess of the
                  dollar limitation contained in section 402(g) of the Code in
                  effect at the beginning of such taxable year.



                                      -13-
<PAGE>   18



         (b)      A Participant may assign to this Plan any Excess Elective
                  Deferrals made during a taxable year of the Participant by
                  notifying the Plan administrator on or before March 15 of the
                  amount of the Excess Elective Deferrals to be assigned to the
                  Plan. A Participant is deemed to notify the Plan administrator
                  of any Excess Elective Deferrals that arise by taking into
                  account only those Elective Deferrals made to this Plan and
                  any other plans of the Company.

         (c)      Notwithstanding any other provision of the Plan, Excess
                  Elective Deferrals, plus any income and minus any loss
                  allocable thereto, shall be distributed no later than April 15
                  to any Participant to whose Account Excess Elective Deferrals
                  were assigned for the preceding year and who claims Excess
                  Elective Deferrals for such taxable year.

         (d)      Definitions:

                  1.       "Elective Deferrals" shall mean any Company
                           contributions made to the Plan at the election of the
                           Participant, in lieu of cash compensation, and shall
                           include contributions made pursuant to a salary
                           reduction agreement or other deferral mechanism. With
                           respect to any taxable year, a Participant's Elective
                           Deferral is the sum of all employer contributions
                           made on behalf of such Participant pursuant to an
                           election to defer under any qualified CODA as
                           described in section 401(k) of the Code, any
                           simplified employee pension cash or deferred
                           arrangement as described in section 402(h)(1)(B), any
                           eligible deferred compensation plan under section
                           457, any plan as described under section 501(c)(18),
                           and any employer contributions made on the behalf of
                           a Participant for the purchase of an annuity contract
                           under section 403(b) pursuant to a salary reduction
                           agreement. Elective Deferrals shall not include any
                           deferrals properly distributed as excess annual
                           additions.

                  2.       "Excess Elective Deferrals" shall mean those Elective
                           Deferrals that are includable in a Participant's
                           gross income under section 402(g) of the Code to the
                           extent such Participant's Elective Deferrals for a
                           taxable year exceed the dollar limitation under such
                           Code section. Excess Elective Deferrals shall be
                           treated as annual additions under the Plan, unless
                           such amounts are distributed no later than the first
                           April 15 following the close of the Participant's
                           taxable year.

         (e)      Determination of income or loss: Excess Elective Deferrals
                  shall be adjusted for any income or loss up to the date of
                  distribution. The income or loss allocable to Excess Elective
                  Deferrals is the sum of: (1) income or loss allocable to the
                  Participant's Elective Deferral account for the taxable



                                      -14-
<PAGE>   19



                  year multiplied by a fraction, the numerator of which is such
                  Participant's Excess Elective Deferrals for the year and the
                  denominator is the Participant's account balance attributable
                  to Elective Deferrals without regard to any income or loss
                  occurring during such taxable year; and (2) ten percent of the
                  amount determined under (1) multiplied by the number of whole
                  calendar months between the end of the Participant's taxable
                  year and the date of distribution, counting the month of
                  distribution if distribution occurs after the 15th of such
                  month.

         4.11 Limitations on Pre-Tax Contributions. This Plan shall be a "safe
harbor" plan as described in Code Sections 401(k)(12) and 401(m)(11) for all
Participants except those who are covered by a collective bargaining agreement
which provides for (A) no Matching Contributions and no non-elective
contributions or (B) Matching Contributions and/or non-elective contributions
which are not the same as for salaried and nonbargaining unit employees, as
reflected in Schedule II of this Plan. The following provisions of this Section
4.12 shall not apply for any Plan Year in which this Plan meets the requirements
for such a "safe harbor" plan. The following provisions of this Section 4.11 are
subject to the multiple use limitations of Section 4.13 hereof, if applicable.

         (a)      General Rule: The Actual Deferral Percentage (hereinafter
                  "ADP") for Participants who are Highly Compensated Employees
                  for each Plan Year and the ADP for Participants who are
                  Non-Highly Compensated Employees for the same Plan Year must
                  satisfy one of the following tests:

                  (1)      The ADP for Participants who are Highly Compensated
                           Employees for the Plan Year shall not exceed the ADP
                           for Participants who are Non-Highly Compensated
                           Employees for the same Plan Year multiplied by 1.25;
                           or

                  (2)      The ADP for Participants who are Highly Compensated
                           Employees for the Plan Year shall not exceed the ADP
                           for Participants who are Non-Highly Compensated
                           Employees for the same Plan Year multiplied by 2.0,
                           provided that the ADP for Participants who are Highly
                           Compensated Employees does not exceed the ADP for
                           Participants who are Non-Highly Compensated Employees
                           by more than two (2) percentage points.

         (b)      Special Rules:

                  (1)      The ADP for any Participant who is a Highly
                           Compensated Employee for the Plan Year and who is
                           eligible to have Pre-tax Contributions allocated to
                           his or her accounts under two or more arrangements
                           described in Section 401(k) of the Code, that are



                                      -15-
<PAGE>   20


                           maintained by the Employer, shall be determined as if
                           such Pre-tax Contributions were made under a single
                           arrangement.

                  (2)      In the event that this Plan satisfies the
                           requirements of Sections 401(k), 401(a)(4), or 410(b)
                           of the Code only if aggregated with one or more other
                           plans, or if one or more other plans satisfy the
                           requirements of such sections of the Code only if
                           aggregated with this Plan, then this section shall be
                           applied by determining the ADP of employees as if all
                           such plans were a single plan. Plans may be
                           aggregated in order to satisfy Section 401(k) of the
                           Code only if they have the same Plan Year.

                  (3)      For purposes of determining the ADP test, Pre-tax
                           Contributions must be made before the last day of the
                           12-month period immediately following the Plan Year
                           to which contributions relate.

                  (4)      The Employer shall maintain records sufficient to
                           demonstrate satisfaction of the ADP test.

                  (5)      The determination and treatment of the ADP amounts of
                           any Participant shall satisfy such other requirements
                           as may be prescribed by the Secretary of the
                           Treasury.

         (c)      Definitions: "Actual Deferral Percentage" shall mean, for a
                  specified group of Participants for a Plan Year, the average
                  of the ratios (calculated separately for each Participant in
                  such group) of (1) the amount of Pre-tax Contributions
                  actually paid over to the Trust on behalf of such Participant
                  for the Plan Year (whether or not the Employee was a
                  Participant for the entire Plan Year) to (2) the Participant's
                  Compensation for such Plan Year. Pre-tax Contributions on
                  behalf of any Participant shall include Pre-tax Contributions
                  made pursuant to the Participant's salary reduction election,
                  including Excess Elective Deferrals of Highly Compensated
                  Employees, pursuant to Section 4.11 hereof but excluding
                  Excess Elective Deferrals of Non-highly Compensated Employees
                  that arise solely from salary reductions made under the Plan
                  or Plans of the Company. For purposes of computing Actual
                  Deferral Percentages, an Employee who would be a Participant
                  but for the failure to make Pre-tax Contributions shall be
                  treated as a Participant on whose behalf no Pre-tax
                  Contributions were made.

         (d)      Retroactive Adjustment for Highly Compensated Employees: If at
                  the end of any Plan Year neither of the tests set forth in
                  paragraph (a) above is satisfied for such Plan Year, then:



                                      -16-
<PAGE>   21



                  (1)      Salary reduction elections made for such Year by
                           Highly Compensated Employees shall be valid only to
                           the extent permitted by one of the tests set forth in
                           paragraph (a) and Pre-tax Contributions made by the
                           Company for such Year for Highly Compensated
                           Employees shall be reduced in the manner set forth in
                           paragraph (2) below to the extent necessary to comply
                           with one of the tests in paragraph (a). All such
                           "Excess Pre-tax Contributions" shall be adjusted for
                           earnings, gains and losses allocable thereto and
                           allocated and distributed in the manner provided at
                           paragraph (g) below.

                  (2)      Reductions pursuant to Paragraph (1) above shall be
                           effected with respect to Highly Compensated Employees
                           pursuant to the following procedure:

                           (A)      The maximum amount of Pre-tax Contributions
                                    permitted for Highly Compensated Employees
                                    shall be determined by reducing the actual
                                    Pre-tax Contributions of Highly Compensated
                                    Employees in order of deferral percentages
                                    beginning with the highest of such
                                    percentages; and

                           (B)      The total dollar amount of Pre-tax
                                    Contributions made for such Year on behalf
                                    of all Highly Compensated Employees that
                                    exceed the new maximum percentage determined
                                    pursuant to clause (A) (the "Excess Pre-tax
                                    Contributions) shall be reduced with respect
                                    to each such Highly Compensated Employee as
                                    follows:

                                    (i)      starting with the Highly
                                             Compensated Employee who deferred
                                             the highest dollar amount, such
                                             Highly Compensated Employee's
                                             Pre-tax Contributions shall be
                                             reduced until either

                                             (aa)     the Excess Pre-tax
                                                      Contributions have all
                                                      been distributed or

                                             (bb)     such Highly Compensated
                                                      Employee's amount of
                                                      Pre-tax Contributions is
                                                      reduced to the same
                                                      dollar amount of Pre-tax
                                                      Contributions as the
                                                      Highly Compensated
                                                      Employee who deferred
                                                      the next highest dollar
                                                      amount of Pre-tax
                                                      Contributions.

                                    (ii)     If there remain Excess Pre-tax
                                             Contributions after step (i) above,
                                             step (i) is repeated at each dollar
                                             level of


                                      -17-
<PAGE>   22


                                             Pre-tax Contributions until all
                                             Excess Pre-tax Contributions have
                                             been distributed.

                                    (iii)    If there is more than one Highly
                                             Compensated Employee whose Pre-tax
                                             Contributions are at the same
                                             dollar amount, steps (i) and (ii)
                                             above shall be performed at the
                                             same time for all Highly
                                             Compensated Employees at the same
                                             dollar level.

                                    (iv)     After all Excess Pre-tax
                                             Contributions determined in (B)
                                             above have been distributed, the
                                             Plan is deemed to satisfy the tests
                                             set forth in paragraph (a) above.

                  (3)      Pre-tax Contribution elections entered into by all
                           Non-Highly Compensated Employees shall be valid and
                           Pre-tax Contributions made by the Company for such
                           Participants shall not be changed.

                  (4)      The calculations, reductions and allocations required
                           by this paragraph (d) shall be made with respect to a
                           Plan Year at any time prior to the close of the
                           following Plan Year.

         (e)      Current Adjustment for Highly Compensated Employees: If at any
                  time during a Plan Year the Committee, in its sole discretion,
                  determines that both of the tests set forth in subsection (a)
                  may not be met for such Plan Year, then the Committee shall
                  have the unilateral right during the Plan Year to require the
                  prospective reduction, for the balance of such Year or any
                  part thereof, of the percentage of the Compensation of Highly
                  Compensated Employees that may be subject to Pre-tax
                  Contribution elections. Such reductions shall be made to the
                  minimum extent necessary, in the discretion of the Committee,
                  to assure that one of the tests set forth in paragraph (a)
                  shall be met for the Plan Year and shall be based upon
                  estimates made from information available to the Committee at
                  any time during the Plan Year.

         (f)      The reductions required by this Section shall be made in
                  accordance with such nondiscriminatory procedures as the
                  Committee shall select.

         (g)      Return of Excess Pre-Tax Contributions

                  (1)      Notwithstanding any other provision of this Plan,
                           excess Pre-tax Contributions as determined under
                           paragraph (d) above, plus any income and minus any
                           loss allocable thereto, shall be distributed no later
                           than the last day of each Plan Year to Participants
                           to whose accounts such excess Pre-tax Contributions
                           were allocated for the preceding Plan Year. Such
                           distributions shall be made to Highly



                                      -18-
<PAGE>   23


                           Compensated Employees on the basis of the respective
                           portions of the excess Pre-tax Contributions
                           attributable to each of such Employees as described
                           in subparagraph (d)(2)(B) above.

                  (2)      Excess Pre-tax Contributions shall be treated as
                           annual additions under the Plan for purposes of
                           Section 4.10.

                  (3)      Excess Pre-tax Contributions shall be adjusted for
                           any income or loss up to the date of distribution.
                           The income or loss allocable to excess Pre-tax
                           Contributions is the sum of: (1) income or loss
                           allocable to the Participant's Pre-tax Contribution
                           account for the Plan Year multiplied by a fraction,
                           the numerator of which is such Participant's excess
                           Pre-tax Contributions for the year and the
                           denominator is the Participant's account balance
                           attributable to Pre-tax Contributions without regard
                           to any income or loss occurring during such Plan
                           Year; and (2) 10% of the amount determined under (1)
                           multiplied by the number of whole calendar months
                           between the end of the Plan Year and the date of
                           distribution, counting the month of distribution if
                           distribution occurs after the 15th of such month.

         4.12 Limitations on Company Matching Contributions. This Plan shall be
a "safe harbor" plan as described in Code Sections 401(k)(12) and 401(m)(11) for
all Participants except those who are covered by a collective bargaining
agreement which does not provide for (A) Matching Contributions and non-elective
contributions or (B) Matching Contributions and/or non-elective contributions
which are the same as for salaried and nonbargaining unit employees. The
following provisions of this Section 4.13 shall not apply to any Plan Year in
which this Plan meets the requirements for such a "safe harbor" plan. The
following provisions of this Section 4.12 are subject to the multiple use
provisions of Section 4.13 hereof, if applicable.

         (a)      General Rule: Notwithstanding any provisions of the Plan to
                  the contrary, the Average Contribution Percentage (ACP) of
                  Participants who are Highly Compensated Employees shall bear
                  to the ACP for Participants who are Non-Highly Compensated
                  Employees a relationship that satisfies either of the
                  following tests:

                  (1)      The ACP for Participants who are Highly Compensated
                           Employees is not more than the ACP for Participants
                           who are Non-Highly Compensated Employees multiplied
                           by 1.25; or

                  (2)      The ACP for Participants who are Highly Compensated
                           Employees is not more than the ACP for Participants
                           who are Non-Highly Compensated Employees multiplied
                           by two, and the excess of the ACP for the group of
                           Participants who are Highly Compensated



                                      -19-
<PAGE>   24


                           Employees over that of Participants who are
                           Non-Highly Compensated Employees is not more than two
                           percentage points.

         (b)      Special Rules:

                  (1)      For purposes of the ACP test, Matching Contributions
                           will be considered made for a Plan Year if made no
                           later than the end of the 12-month period beginning
                           on the day after the close of the Plan Year.

                  (2)      In the event that the Plan satisfies the requirements
                           of Sections 401(m), 401(a)(4), or 410(b) of the Code
                           only if aggregated with one or more other plans, or
                           if one or more other plans satisfy the requirements
                           of such sections of the Code only if aggregated with
                           this Plan, then this section shall be applied by
                           determining the ACP of employees as if all such plans
                           were a single plan, provided that to the extent
                           Company Matching Contributions are made pursuant to
                           the employee stock ownership provisions of this Plan
                           (as reflected in Sections 4.1 and 5A, among others),
                           this section shall be applied by determining the ACP
                           of employees as if all the matching contributions
                           made pursuant to employee stock ownership provisions
                           of all such plans were a single plan. Plans may be
                           aggregated in order to satisfy Section 401(m) of the
                           Code only if they have the same Plan Year.

         (c)      Definitions: For purposes of this Section, the term ACP for a
                  specified group of Participants for a given Plan Year means
                  the average of the ratios, calculated separately for each
                  Participant in such group, of: (i) the Matching Contributions,
                  if any, contributed by the Company on behalf of such
                  Participant to the Plan for such Plan Year pursuant to Section
                  4.7, to (ii) the Participant's Compensation for such Plan
                  Year.

         (d)      Retroactive Adjustment for Highly Compensated Employees: If at
                  the end of any Plan Year, neither of the tests set forth in
                  paragraph (a) is satisfied for such Year, then the Company
                  Matching Contributions made for such Year on behalf of the
                  Highly Compensated Employees shall be reduced in the manner
                  set forth in this paragraph (d) to the extent necessary to
                  comply with one of the tests in paragraph (a). Reductions
                  pursuant to the preceding sentence shall be effected with
                  respect to Highly Compensated Employees pursuant to the
                  following procedure:

                  (1)      The maximum amount of Company Matching Contributions
                           permitted for Participants who are Highly Compensated
                           Employees shall be determined by reducing the actual
                           Company Matching Contributions of such Highly
                           Compensated Employees in the order of the
                           Contribution Percentages beginning with the highest
                           of such Percentages;



                                      -20-
<PAGE>   25



                  (2)      The total dollar amount of Company Matching
                           Contributions made for such Plan Year on behalf of
                           such Highly Compensated Employees that exceed the new
                           maximum percentage determined pursuant to (1) above
                           (the "Excess Matching Contributions") shall be
                           reduced with respect to each such Highly Compensated
                           Employee as follows:

                           (A)      starting with the Highly Compensated
                                    Employee whose Matching Contributions are
                                    the highest dollar amount, such Highly
                                    Compensated Employee's Matching
                                    Contributions shall be reduced until either

                                    (i)      the Excess Matching Contributions
                                             have all been distributed or

                                    (ii)     such Highly Compensated Employee's
                                             amount of Matching Contributions is
                                             reduced to the same dollar amount
                                             of Matching Contributions as the
                                             Highly Compensated Employee who has
                                             the next highest dollar amount of
                                             Matching Contributions.

                           (B)      If there remain Excess Matching
                                    Contributions after step (A) above, step (A)
                                    is repeated at each dollar level of Matching
                                    Contributions until all Excess Matching
                                    Contributions have been distributed.

                           (C)      If there is more than one Highly Compensated
                                    Employee whose Matching Contributions are at
                                    the same dollar amount, steps (A) and (B)
                                    above shall be performed at the same time
                                    for all Highly Compensated Employees at the
                                    same dollar level.

                           (D)      After all Excess Matching Contributions
                                    determined in (d)(2) above have been
                                    distributed, the Plan is deemed to satisfy
                                    the tests set forth in paragraph (a) above.

         (e)      Company Matching Contributions made on account of Participants
                  who are not Highly Compensated Employees shall be valid and
                  shall not be effected by this Section. Company Matching
                  Contributions that are reduced pursuant to the preceding
                  provisions of this Section for a Plan Year, adjusted for
                  earnings, gains, and losses allocable thereto pursuant to
                  Section 401(m) of the Code, shall be distributed to the Highly



                                      -21-
<PAGE>   26


                  Compensated Employee to whose Account such Company Matching
                  contributions were originally allocated as described in
                  subparagraph (d)(2). The calculations and reductions required
                  by this Section shall be made by the Committee with respect to
                  a Plan Year at any time prior to the close of the following
                  Plan Year. To the extent Company Matching Contributions
                  required to be distributed under this Section 4.13 (as
                  adjusted for earnings, gains and losses) were allocated as
                  units in the Common Stock Fund, such units shall be
                  distributed in the manner described in Section 5A.8.

         4.13 Multiple Use of Alternative Limitation.

         (a)      The Plan must satisfy the Aggregate Limit described in
                  paragraphs (b) and (c) below if the Plan satisfies the ADP
                  test set forth in Section 4.12(a) only by using the
                  alternative of Section 4.12(a)(2) and the Plan also satisfies
                  the ACP test set forth in Section 4.13(a) only by using the
                  alternative of Section 4.13(a)(2).

         (b)      The sum of the ADP of Participants who are Highly Compensated
                  Employees as determined at Section 4.12 and the ACP of the
                  Participants who are Highly Compensated Employees as
                  determined at Section 4.13 shall not exceed the Aggregate
                  Limit of paragraph (c) below.

         (c)      Aggregate Limit. The Aggregate Limit is the greater of (1) and
                  (2) below:

                  (1)      The sum of (A) and (B):

                           (A)      125 percent of the greater of: (i) the ADP
                                    of the eligible Participants who are
                                    Non-Highly Compensated Employees for the
                                    Plan Year or, (ii) the ACP of the eligible
                                    Participants who are Non-Highly Compensated
                                    Employees for the Plan Year, and

                           (B)      Two plus the lesser of (i) or (ii) above. In
                                    no event, however, shall this amount exceed
                                    200 percent of the lesser of (i) or (ii)
                                    above.

                  (2)      The sum of (C) and (D):

                           (C)      125 percent of the lesser of: (iii) the ADP
                                    of the eligible Participants who are
                                    non-Highly Compensated Employees for the
                                    Plan Year or, (iv) the ACP of the eligible
                                    Participants who are Non-Highly Compensated
                                    Employees for the Plan Year, and



                                      -22-
<PAGE>   27



                           (D)      Two plus the greater of (iii) or (iv) above.
                                    In no event, however, shall this amount
                                    exceed 200 percent of the greater of (iii)
                                    or (iv) above.

         (d)      Correction of Multiple Use. If a multiple use of the
                  alternative limitation occurs, such multiple use shall be
                  corrected by reducing the Pre-tax Contributions of Highly
                  Compensated Employees to the extent necessary in the manner as
                  provided at Section 4.12(d). Such reductions as adjusted for
                  earnings, gains and losses pursuant to Section 4.12(e) shall
                  be allocated and distributed to the Participant at any time
                  prior to the close of the following Plan Year.

         4.14 Rollover Contributions. With the consent of the Company, which
shall be granted if it is certain that the amount to be transferred constitutes
a Rollover Contribution, an Eligible Employee may transfer to the Trust Fund an
amount that constitutes a Rollover Contribution. Notwithstanding any provisions
of the Plan to the contrary, the following shall apply with respect to a
Rollover Contribution.

         (a)      A Rollover Contribution Account shall be established for each
                  individual who makes a Rollover Contribution. From the date
                  the assets of the Rollover Contribution are transferred to the
                  Trust Fund through the first Accounting Date following such
                  transfer, that Account shall be valued at the fair market
                  value of said assets on the date of such transfer.

         (b)      A Rollover Contribution Account shall be treated in all
                  respects the same as an amount derived from Participants'
                  Pre-tax Contributions except as provided in (a) above, and any
                  references in the Plan to a Participant's Account shall apply
                  equally to a Rollover Account, except that no Company
                  contributions shall ever be added to a Rollover Contribution
                  Account.

         (c)      The Eligible Employee shall be treated the same as a
                  Participant hereunder from the time of the transfer, but he
                  shall not actually be a Participant and shall not be eligible
                  to receive an allocation of the Company contributions (or
                  forfeitures) until he has satisfied the requirements of
                  Section 3.1.

         (d)      For purposes of this Section 4.14, the term "Rollover
                  Contribution" means a contribution of an amount which may be
                  rolled over to this Plan pursuant to Code Section 402(c),
                  403(a)(4), 408(d)(3), or any other provision of the Code which
                  may permit rollovers to this Plan from time to time and shall
                  include a direct rollover as defined in Treasury Regulations.

         (e)      The Company shall establish rules and procedures to determine
                  whether amounts contributed pursuant to this Section 4.14
                  meets the definition of a



                                      -23-
<PAGE>   28


                  Rollover Contribution, including without limitation, such
                  procedures as may be appropriate to permit the Company to
                  verify the tax qualified status of the plan of the Eligible
                  Employee's former employer, or individual retirement account
                  or annuity as described in Code Section 408(d)(3) and
                  compliance with any applicable provisions of the Code relating
                  to such contributions and transfers.

         (f)      In the event an amount accepted by the Plan under this Section
                  4.14 is later determined not to constitute a Rollover
                  Contribution as defined in this Section, then the Company
                  shall notify the Eligible Employee in writing of its
                  determination and the entire amount in the Employee's Rollover
                  Contribution Account (including accrued income) shall be
                  refunded to the Employee.

         4.15 Plan May Not Receive Transfer of Assets. The Plan shall not accept
a transfer of assets from any other plan with respect to a Participant, and in
no event may any action be taken with respect to the Plan which would cause the
Plan to become a direct or indirect transferee of a plan to which the joint and
survivor annuity and preretirement survivor annuity requirements of Code Section
401(a)(11) apply.

         4.16 Contributions Following Qualified Military Service. A Participant
in the Plan who is reinstated following qualified military service, as defined
in the Uniformed Services Employment and Reemployment Rights Act, may elect to
have contributions made to the Plan from such Participant's Compensation paid
following such qualified military service that shall be attributable to the
period contributions were not otherwise permitted due to military service. Such
additional contributions shall be based on the amount of compensation that
Participant would have received but for military service and shall be subject to
the provisions of the Plan in effect during the applicable period of military
service. Such contributions shall be made during the period beginning upon
reemployment following military service and ending at the lesser of (i) five
years or (ii) the Participant's period of military service multiplied by three.
Such additional contributions shall not be taken into account in the year in
which they are made for purposes of any limitation or requirement identified in
Section 414(u)(1) of the Internal Revenue Code provided, however, that such
contributions, when added to contributions previously made, shall not exceed the
applicable limits in effect during the period of military service if the
Participant had continued to be employed by the Company during such period.
Further, payments on any loan or loans outstanding during the period of military
service shall be extended for a period of time equal to the period of qualified
military service.




                                      -24-
<PAGE>   29


                                   SECTION 5

                 PARTICIPANTS' ACCOUNTS AND INVESTMENT OPTIONS


         5.1 Participants' Accounts.

         (a)      The Committee shall establish and maintain a separate Account
                  for each Participant which shall accurately reflect his
                  interest in the Plan. Such Accounts shall separately identify,
                  as to each Investment Fund, the amount of the Participant's
                  After Tax Contributions, Pre-tax Contributions, Company
                  Matching Contributions, and Rollover Contributions, and in
                  each case, the earnings and adjustments in value thereon.

         (b)      Effective May 1, 2001, the Plan established an SPX Stock
                  Account for each Participant consisting of the portion of a
                  Participant's Account transferred from the SPX Plan which is
                  invested in the SPX Stock Fund. The SPX Stock Fund is
                  maintained by the trustee of this Plan, who is also the
                  Trustee of the SPX Plan, as one Fund for all plans that are
                  part of the trust.

         (c)      Each Participant shall be advised at least once each year of
                  the status of these Accounts. Any such statement of the status
                  of the Participant's Accounts shall be final and binding on
                  the Participant and the Participant's beneficiaries 30 days
                  after the date of mailing of such statement to the
                  Participant, unless the Committee receives written notice of a
                  correction or objection to such statement within such 30 day
                  period.

         5.2 Investment Funds.

         (a)      Each Participant shall specify in such manner as the Committee
                  may required from time to time the manner in which his Account
                  is to be invested from among the options selected by the
                  Committee from time to time, which options shall be
                  collectively referred to as the "Investment Funds".
                  Participants may direct the investment of funds in any Account
                  in Common Stock through the purchase of units in the Common
                  Stock Fund. In such event, the Committee shall credit the
                  applicable Account with the requisite number of units in the
                  Common Stock Fund as a separate Investment Fund. Participants
                  may not direct any investment to SPX Stock through the
                  purchase of Stock Fund units, as this Fund is closed to
                  additional contributions or transfers.

         (b)      The Committee shall advise Participants in writing before the
                  beginning of each Plan Year of the Investment Funds to be
                  available during such Plan Year, and a Schedule of Investment
                  Funds for each Plan Year shall be attached to this Plan.



                                      -25-
<PAGE>   30



         (c)      Each Participant shall select the percentage of his
                  contributions, including Company Contributions, that are to be
                  invested in each Investment Fund; provided, however, that if
                  he or she elects to participate in more than one Fund, not
                  less than 5% of the Participant's contributions and Company
                  contributions shall be designated for any one such Fund. A
                  Participant may change any such direction as to future
                  contributions as of any date by contacting the recordkeeper.
                  Except as provided in Section 5.2(d), a Participant may elect
                  to transfer all or a portion of his Account from any one
                  Investment Fund to any other Investment Fund as of any
                  Accounting Date by contacting the recordkeeper.

         (d)      A participant may elect to transfer all or a portion of his
                  Account from the SPX Stock Fund to any other Investment Fund,
                  but no transfers from such Investment Funds may be made to the
                  SPX Stock Fund at any time.

         5.3 Valuation of Accounts.

         (a)      Except as otherwise provided in subsection (b) or (c) below,
                  the assets of the Trust other than Common Stock shall be
                  valued at current fair market value as of each Accounting
                  Date, and the earnings and losses of the Trust since the
                  immediately preceding Accounting Date shall be allocated to
                  the separate Accounts of all Participants and former
                  Participants under the Plan in the ratio that the fair market
                  value of each such Account as of the immediately preceding
                  Accounting Date, reduced by any distributions or withdrawals
                  therefrom since such preceding Accounting Date, and any
                  expenses paid by the Plan, and increased by any contributions
                  thereto, bears to the total fair market value of all separate
                  Accounts as of the immediately preceding Accounting Date,
                  reduced by any distributions or withdrawals therefrom since
                  such Accounting Date and increased by any contributions
                  thereto.

         (b)      The dividends, capital gains distributions and other earnings
                  received on any share or unit of a regulated investment
                  company or collective investment fund, or on any other Trust
                  investment, less any expenses specifically related thereto,
                  that are specifically credited to a Participant's or former
                  Participant's separate Account under the Plan in accordance
                  with the Participant's investment directions under Article 5.2
                  shall be allocated to such separate Account and, in the
                  absence of investment directions to the contrary, be
                  immediately reinvested, to the extent practicable, in
                  additional shares or units of such regulated investment
                  company or collective investment fund, or in such other Trust
                  investment.

         (c)      Any Trust earnings or losses attributable to the investment of
                  a Participant's separate Account under the Plan in a loan to
                  the Participant



                                      -26-
<PAGE>   31


                  under Section 19 shall be allocated to the Participant's
                  separate Account in accordance with the procedures of Section
                  19.

         (d)      Common Stock held in the Trust whether or not allocated to
                  Participants' Common Stock Accounts shall be valued at current
                  fair market value as of each Accounting Date. Dividends and
                  earnings thereon are allocated as provided at Section 5A.4 and
                  5A.5; accordingly, as of each Accounting Date, such dividends
                  and earnings will have been used to purchase Common Stock
                  which will be valued pursuant to this Section 5.3(d), will
                  have been used to provide the cash required for distributions
                  and other purposes in accordance with Section 5.4(c), or will
                  be invested with other assets of the Trust and valued pursuant
                  to Section 5.3(a) through (c) above. Common Stock held in the
                  Common Stock Fund shall be valued as described above in this
                  Section 5.3(d) and units of the Common Stock Fund held in
                  Participants' Common Stock Accounts or other Accounts will be
                  valued as described in Section 5.6(b) below.

         5.4 Common Stock Fund. The Trustee shall establish a unitized fund (the
"Common Stock Fund") in which the Trustee shall hold:

         (a) Company Matching Contributions deposited in the Trust in the form
of Common stock pursuant to Section 4.1(b), or Common Stock purchased with
Matching Contributions made in cash;

         (b) Common Stock purchased (i) with Participant Pre-tax Contributions
and Rollovers or (ii) with amounts in any account transferred to investment in
the Common Stock Fund from any other Investment Fund, pursuant to the
Participant's direction;

         (c) Cash from (1) Company Matching Contributions, (2) dividends on
Common Stock held in the Common Stock Fund, (3) Participant Pre-tax
Contributions or Rollovers which the Participant has directed to be invested in
the Common Stock Fund, (4) the liquidation of other Investment Funds held in any
Account which the Participant has directed to be invested in the Common Stock
Fund, or (5) sales of Common Stock, including cash required, in the sole
discretion of the Trustee, to make distributions from Common Stock Accounts and
other Accounts invested in the Common Stock Fund to Participants and for other
purposes under this Plan.

         Participants shall have no ownership in any particular asset of the
Common Stock Fund. Proportionate interests in the Common Stock Fund shall be
expressed in units. All Common Stock Fund units shall be of equal value and no
unit shall have priority or preference over any other.

         5.5 SPX Stock Fund. The Trustee has established a unitized fund (the
"SPX Stock Fund") in which the Trustee holds the SPX Stock transferred to this
Plan from the SPX Corporation Retirement Savings and Stock Ownership Plan, as
well as the SPX



                                      -27-
<PAGE>   32


Stock held for the SPX Retirement Savings and Stock Ownership Plan and other
plans of SPX Corporation and its affiliates. No further Company Matching
Contributions shall be made under this Plan to the SPX Stock Fund, nor shall
additional SPX Stock be purchased with Participants' Pre-Tax Contributions and
Rollovers, nor may any amounts be transferred to investment in the SPX Stock
Fund from any other Investment Fund by participants in this Plan. This fund also
holds cash, such as is required, in the sole discretion of the Trustee, to make
distributions from the SPX Stock Fund or to effect transfers from the SPX Stock
Fund to other Investment Funds.

         Participants shall have no ownership in any particular asset of the SPX
Stock Fund. Proportionate interests in the SPX Stock Fund are expressed in
units. All SPX Stock Fund units are of equal value and no unit has priority or
preference over any other.

         5.6 Common Stock, SPX Stock, Common Stock and SPX Stock Fund Units.

         (a)      Common Stock Equivalency. In the event the Plan requires the
                  Trustee or the Administrator to determine the number of whole
                  and fractional shares in the Participant's Accounts, the
                  Trustee shall allocate, for those accounting purposes only,
                  the number of whole and fractional shares of Common Stock
                  represented by the units of the Common Stock Fund held in the
                  Participant's Accounts.

         (b)      Valuation. Each unit in the Common Stock Fund shall have an
                  initial value May 1, 2001 of $10,000, and each SPX Stock Fund
                  unit has an initial value equal to its value on May 1, 2001.
                  The Trustee shall thereafter value units in the Common Stock
                  Fund and SPX Stock Fund on a daily basis in accordance with
                  such uniform rules as the Trustee shall deem necessary and
                  advisable; provided that the value of such units shall
                  increase in the event (1) a dividend is paid on the Common
                  Stock held in the Common Stock Fund (or SPX Stock held in the
                  SPX Stock Fund), (2) interest is paid on cash held in the
                  Common Stock Fund (or SPX Stock Fund), or (3) the market value
                  of the Common Stock (or SPX Stock) held in the Common Stock
                  Fund (or SPX Stock Fund) increases; and provided further that
                  the value of such units shall decrease in the event the market
                  value of Common Stock (or SPX Stock) held in the Common Stock
                  Fund (or SPX Stock Fund) decreases. A stock split shall have
                  no effect on the value of units but shall increase the number
                  of shares represented by each unit in proportion to the stock
                  split (for example, a two-for-one stock split will double the
                  number of shares represented by each unit).

         (c)      Issuance of Units. At such time as the Trustee receives (i)
                  Company Matching Contributions, (ii) Participant Pre-tax
                  Contributions and Rollover Contributions which the Participant
                  has directed be invested in the Common Stock Fund, or (iii)
                  proceeds from the sale of other



                                      -28-
<PAGE>   33


                  Investment Funds held in a Participant's Accounts which the
                  Participant has directed be reinvested in the Common Stock
                  Fund, the Trustee shall issue a number of new units in the
                  Common Stock Fund determined by dividing the dollar amount of
                  such Company Matching Contributions, Participant Pre-tax
                  Contributions, Rollovers, and proceeds on such date by the
                  dollar value of one unit in the Common Stock Fund immediately
                  prior to receipt of such contributions. Since no additional
                  amounts are to be invested in the SPX Stock Fund, the number
                  of units held by this Plan shall not increase.

         (d)      Distributions. In the event of any distribution under Section
                  6 (except a Non-Hardship Distribution), or in the event a
                  Participant elects to transfer all or part of his Common Stock
                  Fund (or SPX Stock Fund), the Trustee shall sell the shares of
                  Common Stock (or SPX Stock) held in the Common Stock Fund (or
                  SPX Stock Fund) which are represented by the units of the
                  Common Stock Fund (or SPX Stock Fund) held in the
                  Participant's Common Stock (or SPX Stock) or other Account and
                  distribute the proceeds, plus the Participant's share of the
                  cash held by the Common Stock Fund (or SPX Stock Fund), in
                  cash, provided that in the event the Participant requests a
                  distribution in Common Stock (or SPX Stock) as provided in
                  Section 5A.8, the Trustee shall not sell such shares of Common
                  Stock (or SPX Stock) but shall distribute them to the
                  Participant.










                                      -29-
<PAGE>   34


                                   SECTION 5A

                   SPECIAL PROVISIONS RELATING TO COMMON STOCK


         5A.1 Voting of Shares.

         (a)      Each Participant, as a named fiduciary, within the meaning of
                  Section 403(a)(1) of ERISA, may direct the Trustee as to the
                  manner in which the Common Stock represented by units in the
                  Common Stock Fund (or SPX Stock in the SPX Stock Fund)
                  allocated to his Accounts is to be voted. Before each annual
                  or special meeting of shareholders of the Company (or SPX),
                  there shall be sent to each Participant a copy of the proxy
                  solicitation material for such meeting, together with a form
                  requesting instructions to the Trustee on how to vote the
                  Common Stock (or SPX Stock) represented by units in the Common
                  Stock Fund (or SPX Stock Fund) allocated to such Participant's
                  Accounts. Instructions shall be mailed directly to the Trustee
                  or its agent to preserve confidentiality. Upon receipt of such
                  instructions, the Trustee shall vote such shares as
                  instructed. In lieu of voting Participants' fractional shares
                  as instructed by Participants, the Trustee may vote the
                  combined fractional shares of Common Stock (or SPX Stock) to
                  the extent possible to reflect the directions of Participants
                  with allocated fractional shares.

         (b)      The Trustee shall vote shares of Common Stock (or SPX Stock)
                  represented by units in the Common Stock Fund (or the SPX
                  Stock Fund) in Participants' Accounts, but for which the
                  Trustee received no valid voting instructions in the same
                  manner and in the same proportion as the shares of Common
                  Stock (or SPX Stock) represented by units in the Common Stock
                  Fund (or SPX Stock Fund) in the Participants' Accounts with
                  respect to which the Trustee received timely voting
                  instructions are voted.

                  Instructions from Participants shall be confidential and shall
                  not be divulged by the Trustee or its agent to anyone,
                  including the Company (or SPX Corporation) or any director,
                  officer, employee or agent of the Company or SPX, it being the
                  intent of this provision of Section 5A.1 to ensure that the
                  Company or SPX (and their directors, officers, employees and
                  agents) cannot determine the instruction given by any
                  Participant. Such instructions shall be in such form and shall
                  be filed in such manner and at such time as the Trustee or its
                  agent may prescribe.

         (c)      In the event a court of competent jurisdiction shall issue an
                  opinion or order to the Plan, the Company or the Trustee,
                  which shall, in the opinion of counsel to the Company or the
                  Trustee, invalidate under ERISA, in all circumstances or in
                  any particular circumstances, any provision or



                                      -30-
<PAGE>   35



                  provisions of this section regarding the manner in which
                  Common Stock (or SPX Stock) held in the Trust shall be voted
                  or cause any such provision or provisions to conflict with
                  ERISA, then, upon notice thereof to the Company or the
                  Trustee, as the case may be, such invalid or conflicting
                  provisions of this Section 5A.1 shall be given no further
                  force or effect. In such circumstances the Trustee shall
                  nevertheless have no discretion to vote Common Stock (or SPX
                  Stock) held in the Trust unless required under such order or
                  opinion but shall follow instructions received from
                  Participants, to the extent such instructions have not been
                  invalidated. To the extent required to exercise any residual
                  fiduciary responsibility with respect to voting, the Trustee
                  shall take into account in exercising its fiduciary judgment,
                  unless it is clearly imprudent to do so, directions timely
                  received from Participants, as such directions are most
                  indicative of what is in the best interests of Participants.
                  Further, the Trustee, in addition to taking into consideration
                  any relevant financial factors bearing on any such decision,
                  shall take into consideration any relevant non-financial
                  factors, including, but not limited to, the continuing job
                  security of Participants as employees of the Company or any of
                  its subsidiaries, conditions of employment, employment
                  opportunities in the Participants' place of residence, and
                  other similar matters, and the prospect of the Participants
                  and prospective Participants for future benefits under the
                  Plan.

         5A.2 Tender Offer; Applicability. The provisions of Sections 5A.2
through 5A.7 shall apply in the event any person, either alone or in conjunction
with others, makes a tender offer, or exchange offer, or otherwise offers to
purchase or solicits an offer to sell to such person one percent or more of the
outstanding shares of Common Stock or SPX Stock (herein jointly and severally
referred to as a "Tender Offer").

         5A.3 Instructions to Trustee. The Trustee or its agent may not take any
action in response to a Tender Offer except as otherwise provided in Sections
5A.2 through 5A.6. Each Participant, as a named fiduciary, within the meaning of
Section 403(a)(1) of ERISA, may direct the Trustee to sell, offer to sell,
exchange or otherwise dispose of the Common Stock (or SPX Stock) represented by
units in the Common Stock Fund (or SPX Stock Fund) allocated to such
Participant's Accounts in accordance with the provisions, conditions and terms
of such Tender Offer and the provisions of Sections 5A.2 through 5A.6; provided,
however, that such directions from Participants shall be confidential and shall
not be divulged by the Trustee or its agent to anyone, including the Company,
SPX, or any director, officer, employee or agent of the Company or SPX, it being
the intent of this provision of Section 5A.3 to ensure that the Company or SPX
(and its directors, officers, employees and agents) cannot determine the
direction given by any Participant. Such instructions shall be in such form and
shall be filed in such manner and at such time as the Trustee or its agent may
prescribe.



                                      -31-
<PAGE>   36



         5A.4 Trustee Action on Participant Instructions. The Trustee shall
sell, offer to sell, exchange or otherwise dispose of the Common Stock (or SPX
Stock) represented by units in the Common Stock Fund (or SPX Stock Fund) with
respect to which it has received directions to do so under 5A.3 for Participants
or as provided in Section 5A.6. The proceeds of a disposition directed by a
Participant from his Accounts under Section 5A.3 shall be allocated to such
Participant's Account and be governed by the provisions of Section 5A.7. Such
proceeds, even if allocated to a Participant's Accounts under the Plan may, in
the discretion of the Trustee, constitute one or more separate investment funds
under the Plan governed, nevertheless, by the provisions of Section 5A.7.

         5A.5 Action With Respect to Participants Not Instructing the Trustee or
Not Issuing Timely Instructions. To the extent to which Participants do not
instruct the Trustee or do not issue timely directions to the Trustee to sell,
offer to sell, exchange or otherwise dispose of the Common Stock (or SPX Stock)
represented by units in the Common Stock Fund (or SPX Stock Fund) allocated to
their Accounts, such Participants shall be deemed to have directed the Trustee
that such shares remain invested in Common Stock subject to all provisions of
the Plan including Section 5A.6.

         5A.6 Investment of Plan Assets After Tender Offer. The proceeds
attributable to allocated Common Stock shall be invested in short-term, fixed
income investments until the Participants to whose accounts such investments are
allocated shall make investment elections with respect to such accounts in
accordance with Section 5.3 of the Plan.

         5A.7 Purchase of Common Stock. As directed by the Committee, the
Trustee may purchase Common Stock from the Company or any other source and such
Common Stock may be treasury stock or authorized but unissued stock; provided,
however, that in no event shall a commission be charged with respect to a
purchase of Common Stock from the Company. If the Common Stock is traded on a
national securities exchange, the value of such shares shall be the mean of the
high and low trading prices on the National Association of Securities Dealers
composite tape on the date of the contribution or purchase of such purchase as
set forth therein. In the event that Common Stock contributed by or purchased
under this Section 5A.7 is not traded on a national securities exchange, it
shall be valued in good faith by an independent appraiser selected by the
Trustee as of the date of the contribution or purchase.

         5A.8 Form of Distribution.

         (a) Distributions of a Participant's units in the Common Stock Fund or
SPX Stock Fund held in all the Participant's Accounts shall be made in cash.

         (b) At the election of the Participant, distributions of a
Participant's units in the Common Stock Fund (or SPX Stock Fund) allocated to
his Accounts shall be made in full shares of Common Stock (or SPX Stock) with
cash representing any fractional



                                      -32-
<PAGE>   37



shares. In the event shares of Common Stock (or SPX Stock) are distributed after
the record date for payment of a dividend on such shares of Common Stock (or SPX
Stock), as soon as practicable after receipt of the dividend, it shall be
distributed in the same manner that the shares of Common Stock (or SPX Stock)
with respect to which the dividend is paid were distributed.













                                      -33-
<PAGE>   38


                                    SECTION 6

                          DISTRIBUTIONS TO PARTICIPANTS


         6.1 Distribution Following Normal Retirement Date. In the event of a
Participant's termination of employment with the Company or a Related Company
following his Normal Retirement Date, there shall be paid to the Participant, in
such manner as elected by the Participant, the amount credited to his Account on
the relevant Distribution Date following his Normal Retirement Date. The amount
distributable shall be paid to the Participant as provided in Section 6.5,
provided that the Participant may elect to defer receipt of his benefit until as
late as his Required Distribution Date as specified at Section 6.5(h).

         6.2 Distribution Upon Termination of Employment. In the event of a
Participant's termination of employment with the Company and any Related
Company, there shall be paid to the Participant, in such manner as elected by
the Participant, the amount credited to his Account on the relevant Distribution
Date following his termination of employment. The amount distributable shall be
paid to the Participant as provided in Section 6.5.

         6.3 Distribution Upon Death. Upon the death of a Participant while
there remains any balance in his Account in the Plan, there shall become payable
to the beneficiary or beneficiaries designated by the Participant pursuant to
Section 7, the amount credited to the Account of such Participant on the
Distribution Date following the Participant's date of death. If there is no
beneficiary designated or surviving at the time of the death of such
Participant, payment shall be made within a reasonable time to the first
surviving class, and in equal shares if there are more than one in each class,
of the following classes of successive preference beneficiaries:

                       Participant's widow or widower

                       Surviving children

                       Surviving parents

                       Surviving brothers or sisters

                       Executor or administrator

         In any event, such amount shall be paid in a manner as the Committee
may determine by any method in subsection 6.5 after consulting with the
Participant's beneficiary. If the Participant's beneficiary is his surviving
spouse, and the balance of the Participant's Account exceeds $5,000 as of the
Distribution Date coincident with or next following the Participant's date of
death, the surviving spouse may elect to defer receipt of the benefit until as
late as the date the Participant would have attained age 70 1/2.






                                      -34-
<PAGE>   39


         6.4 Distribution to Participants Who Remain in the Employ of the
Company.

         (a)      Non-Hardship Distribution. A Participant may request not more
                  than twice per Plan Year a distribution of all or any portion
                  of his After Tax Contributory Net Balance under the Plan. Such
                  distribution may not be less than $1,000 (unless the entire
                  amount available for such distribution is less than $1,000)
                  and may be made as of any Distribution Date.

         (b)      Hardship Distributions. General rule. For purposes of this
                  Section, a distribution is on account of Hardship only if the
                  distribution both is (i) made to a Participant who is employed
                  by the Company as of the date the distribution is made, (ii)
                  made on account of an immediate and heavy financial need of
                  the Participant and (iii) is necessary to satisfy such
                  financial need. The amount of an immediate and heavy financial
                  need may include any amounts necessary to pay any federal,
                  state or local income taxes or penalties reasonably
                  anticipated to result from the distribution. A hardship
                  distribution may consist only of the Participant's Pre-tax
                  Contributions and the pre-1989 earnings thereon. Post-1988
                  earnings may not be distributed as part of a hardship
                  distribution. Hardship distributions may be made as of any
                  Distribution Date.

                  (1)      Deemed Immediate and Heavy Financial Need. A
                           distribution will be deemed to be made on account of
                           an immediate and heavy financial need of the
                           Participant if the distribution is on account of:

                           (A)      Medical expenses described in section 213(d)
                                    incurred by the Participant, the
                                    Participant's spouse, or any dependents of
                                    the Participant (as defined in section 152)
                                    or expenses necessary for such persons to
                                    obtain such medical care;

                           (B)      Purchase (excluding mortgage payments) of a
                                    principal residence for the Participant; or

                           (C)      Payment of tuition and related educational
                                    fees for the next twelve (12) months of
                                    post-secondary education for the
                                    Participant, his or her spouse, children, or
                                    dependents.

                           (D)      The need to prevent the eviction of the
                                    Participant from his principal residence or
                                    foreclosure on the mortgage of the
                                    Participant's principal residence.

                  (2)      Distribution Deemed Necessary to Satisfy Financial
                           Need. A distribution will be deemed to be necessary
                           to satisfy an immediate and heavy financial need of a
                           Participant if all of the following requirements are
                           satisfied:




                                      -35-
<PAGE>   40


                           (A)      The distribution is not in excess of the
                                    amount of the immediate and heavy financial
                                    need of the Participant.

                           (B)      The Participant has obtained all
                                    distributions, other than hardship
                                    distributions, and all nontaxable loans
                                    currently available under all plans
                                    maintained by the Company.

                           (C)      The Plan, and all other plans maintained by
                                    the Company, provide that the Participant's
                                    elective contributions and employee
                                    contributions will be suspended for at least
                                    four full calendar quarters after receipt of
                                    the hardship distribution, and

                           (D)      The Plan, and all other plans maintained by
                                    the Company, provide that the Participant
                                    may not make elective contributions for the
                                    Participant's taxable year immediately
                                    following the taxable year of the hardship
                                    distribution in excess of the applicable
                                    limit under section 402(g) for such next
                                    taxable year less the amount of such
                                    Participant's elective contributions for the
                                    taxable year of the hardship distribution.

         (c)      Receiving Benefits From Long Term Disability Plan. A
                  Participant who is eligible for and receiving benefits under a
                  Long Term Disability Plan covering employees of the Company
                  may request a distribution of his entire Account under the
                  Plan upon written notice to the Company received prior to any
                  Distribution Date.

         6.5 Timing and Methods of Payment.

         (a)      Whenever the Committee shall direct the Trustee to make
                  payment to a Participant or his beneficiary upon termination
                  of the Participant's employment (whether by reason of
                  retirement, death, Total and Permanent Disability, or for
                  other reasons), the Committee shall direct the Trustee to pay
                  the amount credited to the Participant's Account as of the
                  relevant Distribution Date, in cash in either of the following
                  ways as the Participant shall determine:

                  (1)      In a lump sum,

                  (2)      In deferred monthly or annual installments payable in
                           substantially equal amounts, commencing within a
                           reasonable time after termination of the
                           Participant's employment and continuing over a period
                           that complies with subsection (f).



                                      -36-
<PAGE>   41



         (b)      The Committee must provide the Participant with a "general
                  notice of distribution" no less than thirty (30) and no more
                  than ninety (90) days before the Participant's annuity
                  starting date. (The annuity starting date is the first day of
                  the first period for which an amount is paid as an annuity or
                  any other form). Such notice must be in writing and must set
                  forth the following information: (i) an explanation of the
                  eligibility requirements for, the material features of, and
                  the relative values of the alternate forms of benefits
                  available under subsection (a) above and (ii) the
                  Participant's right to defer receipt of a Plan distribution
                  under Section 6.8 or subsection (e) below. Upon receipt of the
                  general notice of distribution, a Participant may consent to
                  receive a distribution of his vested Account as soon as
                  practicable after his termination of service. Notwithstanding
                  the foregoing, a Participant may waive the 30-day waiting
                  period by affirmatively electing a distribution with an
                  annuity starting date which is less than 30 days from the date
                  the general notice of distribution was provided so long as
                  distribution commences more than seven days after the general
                  notice of distribution was provided and it has been clearly
                  indicated to the Participant that he has a right to the full
                  period for making his decision.

         (c)      In the event that the Participant has terminated service and
                  the Participant neither consents to receive a Plan
                  distribution nor elects to defer receipt of a Plan
                  distribution, the Participant's vested Account shall be
                  distributed in the form he elects according to subsection (a)
                  above, as soon as practicable thereafter, but in no event
                  before the date the Participant attains Normal Retirement
                  Date, if such vested Account exceeds $5,000 (or, if the
                  Participant's vested Account balance exceeded $5,000 prior to
                  such distribution, is less than or equal to $5,000 for
                  distributions made after the initial distribution date).

         (d)      Notwithstanding the foregoing provisions of this Section 6.5,
                  if the balance of a Participant's Account as of the relevant
                  Distribution Date, or as of the date the distribution is
                  processed, if the Participant fails to apply for payment of
                  his Account, does not exceed $5,000, or such higher limit as
                  may be permitted by law, payment shall automatically be made
                  in the form of a lump sum.

         (e)      Except as provided in the next sentence, payment shall be made
                  or commence not more than 60 days after the relevant
                  Distribution Date determined under Sections 6.1, 6.2 or 6.3. A
                  Participant who has terminated employment for any reason may
                  elect to make an immediate withdrawal of $1,000 or more on the
                  relevant Distribution Date.



                                      -37-
<PAGE>   42



         (f)      Notwithstanding anything to the contrary contained elsewhere
                  in the Plan a Participant's benefits under the Plan will be
                  distributed to him not later than the Required Distribution
                  Date (as defined at (h) below), or be distributed commencing
                  not later than the Required Distribution Date in accordance
                  with regulations prescribed by the Secretary of the Treasury
                  over a period not extending beyond the life expectancy of the
                  Participant or the life expectancy of the Participant and his
                  Beneficiary.

         (g)      Notwithstanding anything to the contrary contained elsewhere
                  in the Plan, distribution to a Participant's beneficiary shall
                  comply with the following requirements:

                  (1)      If the Participant dies after distribution has
                           commenced pursuant to subsection (f) but before his
                           entire interest in the Plan has been distributed to
                           him, then the remaining portion of that interest will
                           be distributed at least as rapidly as under the
                           method of distribution being used under subsection
                           (f) at the date of his death.

                  (2)      If the Participant dies before distribution has
                           commenced pursuant to subsection (f), then, except as
                           provided in subsections (g)(3) and (g)(4), his entire
                           interest in the Plan will be distributed by December
                           31 of the calendar year containing the fifth
                           anniversary of the Participant's death.

                  (3)      Notwithstanding the provisions of subsection (g)(2),
                           if the Participant dies before distribution has
                           commenced pursuant to subsection (f) and if any
                           portion of his interest in the Plan is payable (A) to
                           or for the benefit of a beneficiary, (B) in
                           accordance with regulations prescribed by the
                           Secretary of the Treasury over a period not extending
                           beyond the life expectancy of the beneficiary, and
                           (C) beginning not later than December 31 of the
                           calendar year immediately following the calendar year
                           in which the Participant died, then the portion
                           referred to in this subsection (g)(3) shall be
                           treated as distributed on the date on which such
                           distribution begins.

                  (4)      Notwithstanding the provisions of subsections (g)(2)
                           and (g)(3), if the beneficiary referred to in
                           subsection (g)(3) is the surviving spouse of the
                           Participant, then:

                           (A)      the date on which the distributions are
                                    required to begin under subsection (g)(3)(C)
                                    of this Section shall not be earlier than
                                    the date on which the Participant would have
                                    attained age 70 1/2, and



                                      -38-
<PAGE>   43


                           (B)      if the surviving spouse dies before the
                                    distributions to that spouse begin, then
                                    this subsection (g)(4) shall be applied as
                                    if the surviving spouse were the
                                    Participant.

         (h)      For purposes of subsections (f) and (g) the Required
                  Distribution Date shall be the April 1 of the calendar year
                  following the later of (1) the calendar year in which the
                  Participant attains age 70 1/2, or (2) the calendar year in
                  which he leaves the employ of the Company, provided, however,
                  that if the Participant is a 5% owner at any time during the
                  Plan Year ending with or within the calendar year in which the
                  Participant attains age 70 1/2 or any subsequent Plan Year or
                  if he attained age 70 1/2 on or after January 1, 1988 and
                  prior to January 1, 1997, the Required Distribution Date shall
                  be the April 1 of the calendar year following the calendar
                  year in which the Participant attained age 70 1/2.

         (i)      For purposes of subsections (f) and (g), the life expectancy
                  of a Participant and his surviving spouse may be redetermined,
                  but not more frequently than annually.

         (j)      A Participant may not elect a form of distribution pursuant to
                  subsection (f) providing payments to a beneficiary who is
                  other than his surviving spouse unless the actuarial value of
                  the payments expected to be paid to the Participant is more
                  than 50% of the actuarial value of the total payments expected
                  to be paid under such form of distribution.

         (k)      No Participant shall receive a distribution under
                  circumstances that would impose an additional tax on such
                  distribution pursuant to Section 72(t) of the Code unless and
                  until that individual is notified in writing by the Committee
                  of the tax and the individual, by writing delivered to the
                  Committee, acknowledges receipt of the notification and
                  requests the distribution.

         (l)      All distributions shall be determined and made in accordance
                  with the Proposed Income Tax Regulations under Code Section
                  401(a)(9), including the minimum distribution incidental
                  benefit requirements of Section 1.401(a)(9)-2 of the Proposed
                  Regulations.

         6.6 Adjusting on Deferred Payments. In the event that a Participant's
distributive share is deferred for future distribution as provided at Section
6.1, 6.3 or 6.5(a)(2), the deferred portion of a Participant's distributive
share as of the end of each Plan Year shall be entitled to, and shall continue
to, share in the gains and losses of the Trust Fund as of each subsequent
Accounting Date.




                                      -39-
<PAGE>   44



         6.7 Distributions of Pre-Tax Contributory Balances. Notwithstanding
anything to the contrary contained elsewhere in the Plan, a Participant's
Pre-tax Contributory Net Balance shall not be distributable other than upon:

         (a)      the Participant's separation from service, death, or
                  disability as provided at Sections 6.1, 6.2, or 6.3;

         (b)      termination of the Plan without establishment of a successor
                  defined contribution plan;

         (c)      the date of the disposition by the Company of substantially
                  all of the assets (within the meaning of Section 409(d)(2) of
                  the Code) used by the Company in a trade or business of the
                  Company, but only if the Participant is employed by such trade
                  or business and continues employment with the corporation
                  acquiring such assets;

         (d)      the date of the disposition by the Company of the Company's
                  interest in a subsidiary (within the meaning of Section
                  409(d)(3) of the Code) to an unrelated entity; but only if the
                  Participant is employed by such subsidiary and continues
                  employment with such subsidiary following such disposition;

         (e)      the Participant's hardship [as defined in Section 6.4(b)].

         6.8 Commencement of Benefit Limitations. Unless the Participant elects
otherwise, and subject to the maximum deferral requirements of Section 6.5(f),
distribution of benefits will begin no later than the 60th day after the latest
of the close of the Plan Year in which:

         (a)      the Participant attains age 65 (or normal retirement age, if
                  earlier);

         (b)      the Participant terminates service with the Company.

         6.9 Direct Rollovers. A Participant who is otherwise receiving a
distribution under this Section 6, may elect to have the distribution paid, in
whole or in part, directly to an Eligible Retirement Plan pursuant to the terms
and provisions of this Section 6.9.

         (a)      Definitions. For purposes of this Section 6.9 the following
                  terms shall have the following meanings:

                  (1)      "Eligible Retirement Plan" means an individual
                           retirement account described in Code Section 408(a),
                           an individual retirement annuity (other than an
                           endowment contract) described in Section 408(b), a
                           qualified plan described in Section 401(a) if it is a
                           defined




                                      -40-
<PAGE>   45


                           contribution plan which permits the acceptance of
                           rollover distributions, or an annuity plan described
                           in Code Section 403(a).

                  (2)      "Direct Rollover" means an Eligible Rollover
                           Distribution that is paid directly to an Eligible
                           Retirement Plan for the benefit of the Participant.

                  (3)      "Eligible Rollover Distribution" means any
                           distribution of all or any portion of the balance to
                           the credit of the Participant in the Plan subject to
                           the following exceptions and to paragraph (d) below:

                           (A)      Any distribution that is one of a series of
                                    substantially equal periodic payments (paid
                                    not less frequently than annually) paid over
                                    a specified period of ten years or more;

                           (B)      Any distribution to the extent the
                                    distribution is required under Code Section
                                    401(a)(9) relating to the minimum
                                    distribution requirements;

                           (C)      The portion of any distribution that is not
                                    includable in gross income [determined
                                    without regard to the exclusion for net
                                    unrealized appreciation described in Code
                                    Section 402(e)(4)]. An Eligible Rollover
                                    Distribution does not include the portion of
                                    any distribution that is excludable from
                                    gross income under Code Section 72 as a
                                    return of the employee's investment in the
                                    contract but an Eligible Rollover
                                    Distribution does include net unrealized
                                    appreciation;

                           (D)      Returns of Code Section 401(k) elective
                                    deferrals described in Treasury Reg. Section
                                    1.415-6(b)(6)(iv) that are returned as a
                                    result of the limitations under Code Section
                                    415 as described at Plan Section 4.10(d)(3);

                           (E)      Corrective distributions of excess Pre-tax
                                    Contributions and Excess Elective Deferrals
                                    as described at Plan Sections 4.13 and 4.12,
                                    respectively, together with the income
                                    allocable to these corrective distributions;

                           (F)      Loans treated as distributions under Code
                                    Section 72(p) because they exceed the
                                    limitations set forth by Code Section
                                    72(p)(2);

                           (G)      Loans in default that are deemed
                                    distributions;




                                      -41-
<PAGE>   46



                           (H)      Similar items designated in revenue rulings,
                                    notices, and other guidance from the
                                    Treasury Department of general
                                    applicability.

         (b)      Procedures. If a Participant follows the procedures set forth
                  below, then the distribution shall be paid as a Direct
                  Rollover;

                  (1)      The Plan Administrator shall provide the Participant
                           with a notice as required by Code Section 402(f).
                           Such notice shall be provided at least 30 days, but
                           not more than 90 days, before the distribution is to
                           occur, provided that a Participant may elect to waive
                           the 30-day waiting period and commence distribution
                           immediately if (i) he has been given the opportunity
                           to consider the rollover options for at least 30 days
                           after the notice is provided and (ii) it has been
                           clearly indicated to the Participant by the Plan
                           Administrator that he has at least 30 days to make
                           his decision.

                  (2)      Following receipt of such notice, (in such manner as
                           the Plan Administrator may determine) the Plan, the
                           Participant may elect a Direct Rollover of all or
                           part of a distribution. The Participant may elect a
                           Direct Rollover up until the date set for the
                           distribution. The election is revocable until the
                           date set for the distribution. If no election is made
                           by the Participant prior to the date set for the
                           distribution, then the distribution shall be paid
                           directly to the Participant subject to withholding
                           required by Code Section 3405.

                  (3)      The Participant electing a Direct Rollover must
                           supply to the Plan Administrator the following
                           information:

                           (A)      The name of the Eligible Retirement Plan;

                           (B)      Additional information in order for the Plan
                                    Administrator to effectuate the Direct
                                    Rollover including, but not limited to, the
                                    name and address of the trustee of the
                                    qualified plan (or the name and address of
                                    the custodian of the individual retirement
                                    account) if the distribution is to be paid
                                    by check mailed to the trustee or custodian
                                    or sufficient information to effectuate a
                                    wire transfer if the Direct Rollover is to
                                    be made by wire transfer.

                  (4)      The Plan Administrator shall have complete discretion
                           to choose the means for payment of a Direct Rollover.
                           Payment may be by check mailed to the plan trustee or
                           IRA custodian, a check delivered by the Participant
                           to the plan trustee or IRA custodian, or by wire
                           transfer to the plan trustee or IRA custodian. Under
                           no



                                      -42-
<PAGE>   47


                           circumstances shall a wire transfer or a check be
                           directed to or made payable to the Participant for
                           purposes of a Direct Rollover.

         (c) Limitations.

                  (1)      In electing a Direct Rollover, the Participant shall
                           specify only one Eligible Retirement Plan to which a
                           Direct Rollover shall be made.

                  (2)      A Participant may elect a Direct Rollover of a
                           portion of the distribution with the balance of the
                           distribution to be received by the Participant (less
                           applicable withholding).

                  (3)      An offset to a Participant's Account pursuant to
                           Section 19.7 with respect to default on a loan, shall
                           not be a Direct Rollover, although such amount may
                           constitute an Eligible Rollover Distribution.

         (d) Effect on Non-Participant Beneficiaries.

                  (1)      Payment to Participant's Spouse. If any distribution
                           attributable to a Participant is paid to the
                           Participant's surviving spouse, the above rules apply
                           to the distribution in the same manner as if the
                           Participant's surviving spouse were the Participant,
                           except that only an individual retirement account or
                           individual retirement annuity (other than an
                           endowment contract) are treated as Eligible
                           Retirement Plans with respect to the surviving
                           spouse's Eligible Rollover Distribution.

                  (2)      Payment to Spouse as Alternate Payee. If any
                           distribution attributable to a Participant is paid to
                           the Participant's spouse or former spouse by reason
                           of being an alternate payee under a qualified
                           domestic relations order then the above rules shall
                           apply to the distribution in the same manner as if
                           the spouse (or former spouse) were the Participant.

                  (3)      Distribution to Non-Spouse Beneficiary. A
                           distribution to a beneficiary who is not the
                           Participant, the Participant's surviving spouse (or
                           spouse or former spouse by reason of being an
                           alternate payee under a qualified domestic relations
                           order) does not constitute an Eligible Rollover
                           Distribution and such beneficiaries may not elect a
                           Direct Rollover.





                                      -43-
<PAGE>   48


                                    SECTION 7

                             BENEFICIARY DESIGNATION


         Beneficiary Designations. Every Participant shall, upon becoming a
Participant, have the right to designate a beneficiary (person, persons or
entity) to receive his interest in the Plan in the event of his death. The
designation shall specify the share to be received by each beneficiary and shall
indicate how any remaining balance is to be paid in the event of the death of
the designated beneficiary or beneficiaries. Such designation of a beneficiary
may be changed from time to time by the Participant by filing a new designation
with the Committee. If any Participant shall fail to designate a beneficiary, or
if all beneficiaries predecease the Participant, any nonforfeitable balance in
the Account shall be paid to the preference beneficiary as listed in Section
6.3. If a beneficiary survives the Participant but fails to collect all amounts
payable on behalf of the beneficiary from the Participant's Account, the balance
shall be paid to the beneficiary's estate unless the Participant has directed
otherwise. A Participant's designation of beneficiary shall be made on a form
prescribed by, provided by, and filed with the Committee. In any case where the
Participant is married and has designated a primary beneficiary other than his
spouse, the designation form must be signed by the Participant's spouse,
indicating the spouse's consent to the designation and acknowledgment of its
effect, and the spouse's signature must be witnessed by an unrelated
representative of the Plan or a notary public. In any case where the Participant
designated his spouse as his primary beneficiary and thereafter is divorced from
such Spouse, the Participant's written designation of such former spouse shall
be null and void as of the date of the divorce unless otherwise provided in a
qualified domestic relations order described in Section 10.1(b), provided that a
Participant may, after the divorce, file a new written designation of his former
spouse as his primary beneficiary, subject to the consent of a subsequent
spouse, if applicable.







                                      -44-
<PAGE>   49


                                    SECTION 8

                             CONCERNING THE COMPANY


         8.1 Rights Against the Company. Neither the establishment of the Plan,
nor of the Trust Fund herein provided for, nor any modification thereof, nor the
payments of any benefits hereunder shall be construed as giving to any
Participant or person whomsoever any legal or equitable rights against the
Company, its officers, directors or stockholders as such, or as giving any
Employee or Participant the right to be retained in the service of the Company.
All benefits payable under the Plan shall be paid or provided for solely from
the Trust Fund, and the Company shall have no responsibility for the benefit
payments to be made therefrom other than to make contributions to the Trust Fund
as herein provided and carry out such other responsibilities as are specifically
provided.

         8.2 Effect of Bankruptcy and Other Contingencies Affecting the Company.
In the event the Company terminates its connection with the Plan or is dissolved
or liquidated, or shall by appropriate legal proceedings be adjudged a bankrupt,
or in the event judicial proceedings of any kind result in the involuntary
dissolution of the Company, the Plan shall be terminated and the Trust Fund
shall be distributed as provided herein. In the event the Company is
consolidated or merged with another company, the continuing company may elect to
continue or to terminate the Plan.








                                      -45-
<PAGE>   50



                                    SECTION 9

                                 TRUST AGREEMENT


         The Company's parent, SPX Corporation, has entered into a trust
agreement with a corporate trustee for the purpose of creating a trust to hold
the assets of the Plan. The trust agreement shall be deemed to form a part of
the Plan and any and all rights and benefits which accrue to any Participant or
his beneficiaries under the Plan shall be subject to all the terms and
provisions of the trust agreement. SPX Corporation (or the Company if SPX ceases
to be a Related Company) may modify such trust agreement from time to time to
accomplish the purpose of the Plan and may remove any Trustee and select a
successor Trustee.






                                      -46-
<PAGE>   51



                                   SECTION 10

                           NON-ALIENATION OF BENEFITS

         10.1 Non-Alienation.

         (a)      No benefit payable at any time under the Plan shall be subject
                  in any manner to alienation, sale, transfer, assignment,
                  pledge, attachment, garnishment or encumbrance of any kind,
                  except that a Participant may pledge a part or all of his
                  Account in the Plan to secure a loan granted to him pursuant
                  to subsection 19.1 hereof. Any attempt to alienate, sell,
                  transfer, assign, pledge or otherwise encumber any such
                  benefit, whether presently or hereafter payable, other than to
                  secure such a loan from time the Trust Fund, shall be void. No
                  benefit nor the Trust Fund shall in any manner be liable for
                  or subject to the debts or liabilities of any Participant or
                  retired Participant entitled to any benefit.

         (b)      The provisions of paragraph (a) shall not apply to any
                  qualified domestic relations order as defined in ERISA Section
                  206(d) (3) (8) or to enforcement of federal tax levies as
                  provided in Treasury Regulation Section 1.401(a)-13(b) (2).
                  Distribution from a Participant's Account to an alternate
                  payee pursuant to a qualified domestic relations order shall
                  be permitted prior to the date the relative Participant
                  attains the "earliest retirement age" as defined in Code
                  Section 414(q). Unless otherwise specified in the qualified
                  domestic relations order, the distribution (or transfer to a
                  separate Account for the alternate payee, if the distribution
                  is not immediate) shall be made proportionally from all
                  Accounts of the Participant, and the alternate payee shall
                  receive the portion of the Common Stock Account (or SPX Stock
                  Account) distributed at the time specified in the order in
                  accordance with Section 5A.8 (as if the alternate payee were a
                  Participant). An alternate payee pursuant to a qualified
                  domestic relations order shall be permitted to direct the
                  investment of his or her interest in the Plan.







                                      -47-
<PAGE>   52



                                   SECTION 11

                                 ADMINISTRATION


         11.1 Plan Administrator and Fiduciary. The Plan shall be administered
by a Committee appointed by the Board of Directors of the Company. However, for
so long as the Company is a subsidiary of SPX Corporation, the Committee shall
be the SPX Administrative Committee and be appointed by the SPX Corporation
Board of Directors. Any member of the Committee may resign by delivering his
written resignation to the Board of Directors. Vacancies in the Committee
arising by resignation, death, removal or otherwise, shall be filled by the
Board of Directors. The Committee shall be the administrator of the Plan and the
Committee shall be a fiduciary under the Plan and under the Trust Fund, as a
named fiduciary in accordance with the Act.

         11.2 Compensation and Expenses.

         (a)      A member of the Committee shall serve without compensation for
                  services as such if he is receiving full-time pay from the
                  Company or a Related Company as an Employee. Any other member
                  of the Committee may receive compensation for services as a
                  member, paid from the Company and not from the Plan. Any
                  member of the Committee may receive reimbursement by the
                  Company of expenses properly and actually incurred.

         (b)      All expenses of the Committee and the expenses of the Plan
                  shall be paid from the Plan assets held in the Trust to the
                  extent not paid by the Company. The payment by the Company of
                  such costs and expenses for a Plan Year shall not be deemed an
                  election to pay the costs and expenses in any subsequent Plan
                  Year. Such expenses shall include any expenses incident to the
                  functioning of the Committee, including, but not limited to,
                  fees of actuaries, accountants, legal counsel and other
                  specialists and other costs of administering the Plan.

         (c)      From time to time, the Company may initially pay
                  Administrative Expenses which are payable by the Trust
                  pursuant to Section 11.2(a) or (b), and then be reimbursed by
                  the Trust. Such advances by the Company shall be treated as an
                  extension of credit from the Company to the Plan pursuant to
                  ERISA Prohibited Transaction Class Exemption 80-26, April 29,
                  1980 (45 FR 28545). Accordingly, the Company shall charge the
                  Plan no interest or other fee, and no discount for payment in
                  cash shall be relinquished by the Plan in conjunction with
                  such a transaction. The proceeds of the Company's extension of
                  credit shall be used only:

                  (i)      for the payment of ordinary operating expenses of the
                           Plan, including (without limitation) the payment of
                           benefits in accordance



                                      -48-
<PAGE>   53


                           with the terms of the Plan, and periodic premiums
                           under an insurance or annuity contract; or

                  (ii)     for a period of not more than three (3) days, for a
                           purpose incidental to the ordinary operation of the
                           Plan (such as [for example, and not by way of
                           limitation] cash to cover an investment purchased by
                           the Trust while the sale of other securities is being
                           settled to pay for the new purchase).

                  The extension of credit shall be unsecured; and shall not be
                  made by any other employee benefit plan of the Company.

         11.3 Manner of Action. A majority of the members of the Committee at
the time in office shall constitute a quorum for the transaction of business.
All resolutions adopted and other actions taken by the Committee at any meeting
shall be by a vote of a majority of those present at any such meeting. Upon
concurrence in writing of a majority of the members at the time in office,
action of the Committee may be taken otherwise than at a meeting.

         11.4 Chairman, Secretary and Employment of Specialists. The members of
the Committee shall elect one of their number as Chairman and shall elect a
Secretary who may, but need not, be a member of the Committee. They may
authorize one or more of their number or any agent to execute or deliver any
instrument or instruments in their behalf, any may employ at the Company's
expense such counsel, auditors and other specialists and such clerical, medical,
legal, actuarial, accounting and other services as they may require in carrying
out the provisions of the Plan. Pursuant to Section 405 of the Act, the
Committee may designate a person other than a named fiduciary to carry out
fiduciary responsibilities (other than trustee responsibilities) under the Plan,
including, but not limited to the power to approve and process loans and to
process distributions on termination of employment and in-service distributions
in accordance with such uniform rules as the Committee may adopt.

         11.5 Subcommittees. The Committee may appoint one or more subcommittees
and delegate such of its powers and duties as it deems desirable to any such
subcommittee, in which case every reference herein made to the Committee shall
be deemed to mean or include the subcommittees as to matters within their
jurisdiction. The member of any one such subcommittee shall consist of such
officers or other employees of the Company and such other persons as the
Committee may appoint.

         11.6 Records. All resolutions, proceedings, acts and determinations of
the Committee shall be recorded by the Secretary thereof or under his
supervision, and all such records, together with such documents and instruments
as may be necessary for the administration of the Plan, shall be preserved in
the custody of the Secretary.




                                      -49-
<PAGE>   54



         11.7 Rules. Subject to the limitations contained in the Plan, the
Committee shall be empowered from time to time in its discretion to adopt
by-laws and establish rules for the conduct of its affairs and the exercise of
the duties imposed upon it under the Plan.

         11.8 Administration. The Committee shall be responsible for the
administration of the Plan. The Committee shall have all such powers as may be
necessary to carry out the provisions hereof and may, from time to time,
establish rules for the administration of the Plan and for the transaction of
the Plan's business. In making any such determination or rule, the Committee
shall pursue uniform polices as from time to time established by the Committee
and shall not discriminate in favor of or against any Participant. The Committee
shall have the exclusive right to make any finding of fact necessary or
appropriate for any purpose under the Plan including but not limited to the
determination of the eligibility for and the amount of any benefit payable under
the Plan. The Committee shall have the exclusive right to interpret the terms
and provisions of the Plan and to determined any and all questions arising under
the Plan or in connection with the administration thereof, including, without
limitation, the right to remedy or resolve possible ambiguities, inconsistencies
or omissions, by general rule or particular decision. The Committee shall make,
or cause to be made, all reports or other filings, necessary to meet the
reporting and disclosure requirements of the Act which are the responsibility of
"plan administrators" under the Act. To the extent permitted by law, all
findings of fact, determinations, interpretations, and decisions of the
Committee shall be conclusive and binding upon all persons having or claiming to
have any interest or right under the Plan.

         11.9 Notice of Address. Each person entitled to benefits from the Plan
must file with the Company, in writing, his post office address and each change
of post office address. Any communication, statement, or notice addressed to
such a person at his latest reported post office address will be binding upon
him for all purposes of the Plan and neither the Committee nor the Company or
Trustee shall be obliged to search for, or ascertain his whereabouts.

         11.10 Information for Benefits and Data. All persons claiming benefits
from the Plan must furnish to the Committee or its designated agent, such
documents, evidence, or information as the Committee or its designated agent
considers necessary or desirable for the purpose of administering the Plan; and
each such person must furnish such information promptly and sign such documents
as the Committee or its designated agent may require before any benefits become
payable from the Plan.

         11.11 Appeals from Denial of Claims. If any claim for benefits under
the Plan is wholly or partially denied, after completion of the established
claim procedure at the plant or division level, the claimant shall be given
notice in writing, within 90 days (or 180 days in a special case) from the
receipt of the claim by the Plan, by registered or certified mail, of such
denial, written in a manner calculated to be understood by the claimant, setting
forth the specific reasons for such denial, specific reference to



                                      -50-
<PAGE>   55


pertinent Plan provisions on which the denial is based, a description of any
additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is necessary, and
an explanation of the Plans claim review procedure. The claimant also shall be
advised that he or his duly authorized representative may request a review by
the Committee of the decision denying the claim by filing with the Committee,
within 60 days after such notice has been received by the claimant, a written
request for such review, and that he may review pertinent documents, and submit
issues and comments in writing within the same 60 day period. If such request is
so filed, such review shall be made by the Committee within 60 days after
receipt of such request, and the claimant shall be given written notice of the
decision, written in a manner calculated to be understood by the claimant, and
specific references to the pertinent Plan provisions on which the decision is
based.

         11.12 Indemnity for Liability. The Company shall indemnify each member
of the Committee or subcommittee against any and all claims, losses, damages,
expenses, including counsel fees, incurred by the Committee or subcommittee and
any liability, including any amounts paid in settlement with the Committee's or
subcommittee's approval, arising from the member's or Committee's or
subcommittee's action or failure to act, except when the same is judicially
determined to be attributable to the gross negligence or willful misconduct of
such member.









                                      -51-
<PAGE>   56


                                   SECTION 12

                               CHANGES IN THE PLAN


         12.1 Amendments

         (a)      Company's Right to Amend. The Company expects the Plan to be
                  permanent, but since future conditions affecting the Company
                  cannot be anticipated or foreseen, the Company must
                  necessarily and does hereby reserve the right to amend (with
                  or without retroactive effect), modify or terminate the Plan
                  at any time, which includes the right to vary the amount of or
                  to terminate the Company's contributions to the Plan. The
                  officers of the Company may make any modifications or
                  amendments to the Plan that are necessary or appropriate to
                  qualify or maintain the Plan as an exempt plan meeting the
                  requirements of the applicable section or sections of the
                  Internal Revenue Code, as now in effect or hereafter adopted,
                  or the regulations or rulings issued thereunder.

         (b)      Operation of Amendments. Except as may be specifically
                  provided otherwise in the Plan, or in any amendment to the
                  Plan, each amendment to the Plan shall operate prospectively
                  only from the effective date of the amendment, and the rights
                  and obligations of an Employee, Participant, or Beneficiary of
                  a Participant, who retires, dies, or otherwise terminates
                  employment with the Company prior to the effective date of any
                  amendment, shall be determined without regard to such
                  amendment, on the basis of the Plan terms in effect on the
                  date of retirement, death, or other termination of employment.

         (c)      Prohibition Against Reversion of Assets or Reduction of
                  Benefits. Except as provided in the Code, ERISA, and
                  applicable regulations, no amendment shall (1) cause any part
                  of the fund to be used for, or diverted to, any purpose other
                  than the exclusive benefit of Participants and their
                  Beneficiaries, (2) reduce the Account balance or
                  nonforfeitable percentage of any Participant or Beneficiary,
                  or (3) eliminate an optional form of benefit which is
                  attributable to the portion of the Participant's Account
                  accumulated before the amendment's adoption.

         (d)      Amendment to Vesting Provisions. In the case of amendment to
                  the provisions of the Plan relating to nonforfeitable rights
                  based on service, each Participant (1) who has completed at
                  least three Years of Service and (2) whose nonforfeitable
                  rights are adversely affected by the amendment, may elect,
                  during the election period, to have his nonforfeitable rights
                  determined without regard to such amendment. The election
                  period must begin no later than the date the amendment is
                  adopted and end no later than the latest of (A) the date which
                  is sixty days after the day the



                                      -52-
<PAGE>   57



                  amendment is adopted, (B) the date which is sixty days after
                  the day the Participant is issued written notice of the
                  amendment, or (C) the date which is sixty days after the
                  amending becomes effective.

         12.2 Termination of the Plan. In the event of complete or partial
termination of the Plan or upon complete or partial discontinuance of Company
contributions to the Plan, the value of the proportionate interest of each
affected Participant having an interest in the Trust Fund shall be determined as
of the date of termination or discontinuance. The interest of such persons who
will no longer be covered by the Plan shall remain 100% vested. Thereafter,
distribution shall be made to such persons as provided in Section 6.












                                      -53-
<PAGE>   58


                                   SECTION 13

                                   LITIGATION


         Litigation. In order to protect the Trust Fund against depletion as a
result of litigation, in the event that any Participant may bring any legal or
equitable action arising under the Plan against the Trustee or the Company or
the Committee, or in the event that the Company or the Trustee or the Committee
may find it necessary to bring any legal or equitable action arising under the
Plan against any Participant or any person claiming any interest by or through
such Participant, the Committee shall have the right to join the Trustee as a
party defendant or party plaintiff in any such action, and all expenses of
defending or bringing such action shall be paid by the Trustee from the Trust
Fund, to the extent permitted by the Act.













                                      -54-
<PAGE>   59


                                   SECTION 14

                                EFFECT OF MISTAKE


         Effect of Mistake. In the event of a mistake or misstatement as to the
eligibility or compensation or participation of a Participant or the allocations
made to the Account of any Participant, or the amount of payments made or to be
made to a Participant, the Committee shall, if possible, cause to be allocated
from future Company Contributions, or cause to be withheld or accelerated, or
otherwise make adjustment of, such amounts as will in its judgment accord to
such Participant, the credits to the Account or payments to which he is properly
entitled under the Plan.


















                                      -55-
<PAGE>   60


                                   SECTION 15

                        MERGER, CONSOLIDATION OR TRANSFER

         15.1 Merger, Consolidation or Transfer.

         (a)      In the case of any merger or consolidation with, or transfer
                  of assets or liabilities to, any other plan, each Participant
                  in this Plan shall be entitled to a benefit under the
                  successor plan immediately after such merger, consolidation,
                  or transfer which is equal to or greater than the benefit,
                  according to the terms and conditions of this Plan, that he
                  would have been entitled to receive immediately before the
                  merger, consolidation or transfer, the same as if this Plan
                  were then terminated.

         (b)      In the case of any merger or consolidation with, or transfer
                  of assets or liabilities from, any other plan, each
                  participant in such other plan shall be entitled to a benefit
                  under this Plan immediately after such merger, consolidation,
                  or transfer which is equal to or greater than the benefit,
                  according to the terms and conditions of such other plan, that
                  he would have been entitled to receive from such other plan
                  immediately before the merger, consolidation or transfer, the
                  same as if such other plan were then terminated, provided that
                  the Committee may, in its sole discretion, provide for such
                  changes in investments from such other plan to this Plan, and
                  for a temporary freeze on distributions and participant
                  direction of investments with respect to accounts merged,
                  consolidated or transferred from such other plan, as the
                  Committee deems necessary for administration of this Plan.
















                                      -56-
<PAGE>   61


                                   SECTION 16

                                 APPLICABLE LAWS


         Applicable Laws. To the extent that ERISA does not control, the Plan
shall be construed, administered and governed in all respects under and by the
laws of the State of Michigan, with the exception of the trust agreement
maintained under the Plan which shall be construed, administered and governed in
all respects under and by the laws of the state in which the situs of the trust
is located.














                                      -57-
<PAGE>   62


                                   SECTION 17

                                    APPROVAL


         Internal Revenue Approval. It is the intention of the Company to obtain
a ruling or rulings by the District Director of Internal Revenue that the Plan
as in effect from time to time meets the requirements of Section 401(a) and
401(k) of the Code, and to maintain it as a plan meeting such requirements.
Further, it is the intention of the Company to qualify or maintain the Plan as a
plan meeting the requirements of Section 404(a) of the Code or any other
applicable provisions of the Code or the regulations issued thereunder
pertaining to the deductibility for tax purposes of contributions made by the
Company under the Plan, except such contributions made by the Company in respect
to Employees of a Foreign Subsidiary which are rendered non-deductible to the
Company under Section 406 of the Code.




















                                      -58-
<PAGE>   63


                                   SECTION 18

                              TOP-HEAVY PLAN RULES

         Top-Heavy Plan Rules.

         (a)      General Rule. If, for any Plan Year, the Plan is a top-heavy
                  plan as determined under paragraph (b), then the requirements
                  in paragraph (c) shall apply to the extent indicated by that
                  paragraph. For purposes of this Section, the term "Employer"
                  shall include any related employer for which Years of Service
                  credit is granted to Participants under this Plan for purposes
                  of vesting.

         (b)      Top-Heavy Test. The Plan's status as a top-heavy plan for any
                  Plan Year shall be determined in accordance with the following
                  five-step procedure:

                  (1)      Required Plan Aggregation. First, there shall be
                           aggregated with this Plan (i) each plan of the
                           Employer in which at least one key employee
                           participates or participated during the determination
                           period (regardless of whether the plan has
                           terminated) and (ii) each other plan of the Employer
                           which enables a plan described in (i) to meet the
                           requirements of Code Section 401(a)(4) or Section
                           410.

                  (2)      Key Employee Sum. Second, there shall be computed, as
                           of the determination date, the sum of the account
                           balances of all key employees under all defined
                           contribution plans, including this Plan, required to
                           be aggregated under (1), and the present values of
                           the cumulative accrued benefits of all key employees
                           under all defined benefit plans required to be
                           aggregated under (1). For purposes of this
                           computation, account balance means the account
                           balance as of the most recent valuation date
                           occurring within a 12-month period ending on the
                           determination date, plus an adjustment for
                           contributions due as of the determination date. In
                           the case of a profit sharing plan or other plan not
                           subject to the minimum funding requirements of Code
                           Section 412, the adjustment is the amount of any
                           contributions actually made after the valuation date
                           but on or before the determination date, except that
                           in the first plan year, the adjustment shall include
                           any contributions made after the determination date
                           that are allocated as of a date within the first plan
                           year. In the case of a money purchase pension plan or
                           other plan subject to the minimum funding
                           requirements of Code Section 412, the adjustment is
                           the amount of any contributions that would be
                           allocated as of a date not later than the
                           determination date, even though such amount is not
                           yet required to be contributed, plus the amount of
                           any contribution actually made (or due to be made)
                           after



                                      -59-
<PAGE>   64



                           the valuation date but before the expiration of the
                           extended payment period under Code Section 412(c)
                           (10). Also for purposes of this computation, the
                           present value of a cumulative accrued benefit shall
                           be determined as of the most recent valuation date
                           occurring within a 12-month period ending on the
                           determination date with the accrued benefit for a
                           current Participant determined as if the individual
                           had terminated employment as of such valuation date,
                           except that in the first plan year of a defined
                           benefit plan, the accrued benefit of a current
                           Participant must be determined as if the individual
                           had terminated employment as of the last day of the
                           plan year. Finally, for purposes of this computation:

                           (A)      there shall be included in the sum any
                                    distributions (other than rollover amounts
                                    or plan-to-plan transfers not initiated by
                                    the employee or made to another plan
                                    maintained by the Employer) made to an
                                    employee from this Plan, or from another
                                    plan required to be aggregated under (1),
                                    within the five-year period ending on the
                                    determination date;

                           (B)      there shall be excluded from the sum any
                                    rollover contribution and any plan-to-plan
                                    transfer initiated by the employee and
                                    accepted by this Plan, or by any other plan
                                    required to be aggregated under (1), from a
                                    plan other than one maintained by the
                                    Employer;

                           (C)      there shall be excluded from the sum the
                                    account balance and present value of the
                                    accrued benefit of any employee who formerly
                                    was a key employee but who is not a key
                                    employee for the year ending on the
                                    determination date; and

                           (D)      there shall be excluded from the sum any
                                    amounts attributable to tax deductible
                                    employee contributions. Provided, however,
                                    that if an individual has not been an
                                    employee with respect to any plan of the
                                    Employer during the five-year period ending
                                    on the determination date, any accrued
                                    benefit or account balance of the individual
                                    is disregarded. Such individual must not
                                    have performed any services for the Employer
                                    for the five-year period.

                  (3)      All Employee Sum. Third, under the same procedures as
                           set forth in (2) above, including the special rules
                           in (A), (B), (C) and (D), there shall be computed the
                           sum of account balances and present values of accrued
                           benefits for all employees.



                                      -60-
<PAGE>   65



                  (4)      Top-Heavy Test Fraction. Fourth, the sum computed in
                           (2) shall be divided by the sum computed in (3), and
                           if the resulting fraction is 0.60 or less, neither
                           the Plan nor any plan required to be aggregated under
                           (1) is a top-heavy plan for the Plan Year. If the
                           fraction is greater than 0.60, both the Plan and any
                           plan required to be aggregated under (1) are
                           top-heavy plans for the Plan Year, unless the
                           permissive plan aggregation described in (5) below,
                           the recomputed fraction is 0.60 or less.

                  (5)      Permissive Plan Aggregation. At the election of the
                           Plan Administrator, plans of the Employer, other than
                           those required to be aggregate under (1), but which
                           provide contributions or benefits comparable to this
                           Plan, may be aggregated with the Plan and the plans
                           required to be aggregated under (1), provided that
                           such aggregated group would meet the requirements of
                           Code Sections 401(a) (4) and 410. Steps (2) to (4)
                           above may then be repeated, based on this
                           permissively aggregated group, and if the top-heavy
                           test fraction computed in step (4) is 0.60 or less
                           for this group, then neither the Plan nor any plan
                           required to be aggregated under (1) is a top-heavy
                           plan for the Plan Year; however, if the top-heavy
                           test fraction computed in step (4) is still greater
                           than 0.60, both the Plan any plan required to be
                           aggregated under (1) will be top-heavy plans for the
                           Plan Year, but no plan which is permissively
                           aggregated under this step (5) will be deemed
                           top-heavy for such reason.

         (c)      Superseding Rules. For each Plan Year that the Plan is a
                  top-heavy plan, the requirements in (1) and (2) shall
                  supersede any other provisions of the Plan which otherwise
                  would apply for that Plan Year.

                  (1)      Adjusted Code Section 415 Limitations. In order to
                           reduce the overall limitations on combined plan
                           contributions and benefits under Code Section 415,
                           the number 1.00 shall be substituted for 1.25 in the
                           definitions of defined contribution fraction and
                           defined benefit fraction in Section 4.10(c) of the
                           Plan. Provided, however, that the foregoing sentence
                           shall not apply if (i) the top-heavy test fraction in
                           paragraph (b)(4) or recomputed fraction after
                           applying paragraph (b)(5) is 0.90 or less and (ii)
                           each non-key employee receives an additional minimum
                           contribution or benefit under a plan of the Employer.
                           In the case of a non-key employee participating only
                           in a defined benefit plan, the additional minimum
                           benefit for each year of Service counted is one
                           percentage point, up to a maximum of ten percentage
                           points, of the employee's average compensation for
                           the five consecutive years when the employee had the
                           highest aggregate compensation from the Employer,
                           computed



                                      -61-
<PAGE>   66



                           as described in (3) below. In the case of a non-key
                           employee participating only in this or another
                           defined contribution plan, the additional minimum
                           contribution is one percent of the employee's
                           compensation. In the case of a non-key employee
                           participating both in a defined benefit plan and this
                           or another defined contribution plan, there is no
                           additional minimum benefit, but the additional
                           minimum contribution shall be 2 1/2% of the
                           employee's compensation.

                  (2)      Minimum Contributions or Benefits for Non-Key
                           Employees. Employer contributions and forfeitures for
                           any Plan Year allocated on behalf of each non-key
                           employee Participant (A) who has not separated from
                           employment from the Employer at the end of the Plan
                           Year, (B) who is eligible for an allocation of
                           Employer contributions under the Plan (without regard
                           to any requirements for a minimum number of Hours of
                           Service during the Plan Year, mandatory
                           contributions, or compensation for the Plan Year in
                           excess of a stated amount), and (C) who does not
                           participate in a defined benefit plan of the
                           Employer, shall be equal to at least (i) 3%, or if
                           less, the maximum percentage of Employer
                           contributions and forfeitures (as a percentage of
                           compensation not in excess of $200,000) allocated on
                           behalf of any key employee Participant for the Plan
                           Year, multiplied by (ii) the non-key employee
                           Participant's compensation for the Plan Year. For
                           purposes of this rules, Employer contributions and
                           forfeitures allocated under any other defined
                           contribution plan of the Employer, in which any key
                           employee participates or which enables another
                           defined contribution plan to meet the requirements of
                           Code Sections (401(a) (4) or 410, shall be considered
                           contributions and forfeitures allocated under this
                           Plan. Effective for Plan Years beginning after
                           December 31, 1984, amounts contributed pursuant to a
                           salary reduction plan (including a cash or deferred
                           arrangement) are to be included as employer
                           contributions for purposes of computing the minimum
                           contribution. In the case of any non-key employee
                           Participant who is also a Participant in any defined
                           benefit plan of the Employer, the minimum
                           contribution allocated shall be equal to at least 5%
                           multiplied by the non-key employee Participant's
                           compensation for the Plan Year. Amounts contributed
                           pursuant to a salary reduction plan shall not be
                           considered employer contributions for purposes of
                           computing the minimum contribution.

         (d)      Special Definitions. For purposes of this Section, the
                  following terms shall have the meanings indicated:

                  (1)      "compensation" shall be as defined at Section 2.13.




                                      -62-
<PAGE>   67



                  (2)      "determination date" means, with respect to any Plan
                           Year, the last day of the preceding Plan Year. Where
                           one or more plans are required or permitted to be
                           aggregated with this Plan, and where all plan years
                           do not coincide, the key employee and all employee
                           sums in paragraph (b) each shall be determined
                           separately for each plan on the respective
                           determination dates, and the results shall then be
                           combined for the determination dates falling within
                           the same calendar year.

                  (3)      "employee" means (i) a common-law employee of the
                           Employer who is or once was a Participant, or would
                           have been a Participant but for his failure to
                           complete 1,000 or more Hours of Service in any Plan
                           Year (after meeting the Plan's initial eligibility
                           requirements), to make mandatory employee
                           contributions, if required, or to receive
                           compensation in excess of a stated amount, and (ii)
                           any Beneficiary, but in each case excluding any
                           individual who is a member of a unit of employees
                           covered by a collective bargaining agreement under
                           which retirement benefits were the subject of good
                           faith bargaining with the Employer, unless a member
                           of the bargaining unit is a key employee, in which
                           case the foregoing exclusion shall not apply.

                  (4)      "key employee" means each employee or former employee
                           (or Beneficiary of either) who, at any time during
                           the Plan Year containing the determination date or
                           any of the four preceding Plan Years, --

                           (i)      is one of the 50 individuals (or, if fewer,
                                    the greater of 3 individuals or 10 percent
                                    of all employees) being officers of the
                                    Employer and who had compensation greater
                                    than 50% of the applicable dollar limitation
                                    under Code Section 415(b)(1)(A).

                           (ii)     is one of the ten employees owning the
                                    largest interest in the employer and who has
                                    compensation from the Employer at least
                                    equal to the dollar limitation of Code
                                    Section 415(c)(1)(A) in effect for the
                                    calendar year in which the determination
                                    date falls;

                           (iii)    owns more than 5% of the outstanding stock
                                    or voting power of all stock of the
                                    Employer; or



                                      -63-
<PAGE>   68



                           (iv)     owns more than 1% of the outstanding stock
                                    or voting power of all stock of the Employer
                                    and has annual compensation from the
                                    Employer of more than $150,000.

                                    For purposes of (ii), (iii), and (iv), the
                                    constructive ownership rules of Code Section
                                    318 shall apply with the modification that 5
                                    percent shall be substituted for 50 percent
                                    in Section 318(a)(2). Also, for purposes of
                                    (ii), an employee shall be considered a key
                                    employee, even if he is not among the first
                                    ten largest owners, if his ownership
                                    interest in the Employer is not less than at
                                    least one of the top ten owners and provided
                                    he has the requisite level of compensation
                                    described in (ii). Finally, for purposes of
                                    (iii) and (iv), each employer that otherwise
                                    would be aggregated under this Section's
                                    definition of "Employer" shall be treated as
                                    a separate employer to determine ownership
                                    percentages.

                  (5)      "valuation date" means the last day of the plan year
                           in the case of any defined contribution plan,
                           including this Plan, and the date used for computing
                           plan costs for minimum funding in the case of any
                           defined benefit plan.












                                      -64-
<PAGE>   69


                                   SECTION 19

                              LOANS TO PARTICIPANTS


         19.1 Establishment of Participant Loan Program.

         (a)      The Committee is hereby authorized to establish a Participant
                  loan program according to the terms and conditions provided in
                  this Section. All references to "Participants" with respect to
                  this loan program shall include only those Participants who
                  are on the payroll system (including disabled Participants)
                  and have an Account balance in the Plan and only those former
                  Participants and Beneficiaries who are "parties in interest"
                  as defined by ERISA Section 3(14).

         (b)      The Committee is authorized to administer the Participant loan
                  program. All applications for loans shall be made by a
                  Participant to the Trustee pursuant to the terms of the trust
                  agreement between the Company and the Trustee.

         19.2 Loan Applications.

         (a)      Loan applications will be accepted by the Trustee on any
                  business date. The Participant's non-refundable application
                  fee (in such amount as may be determined by the Plan
                  Administrator from time to time) shall be deducted from the
                  Participant's Account.

         (b)      All loan applications shall be considered by the Trustee
                  within thirty (30) days after the Participant makes formal
                  application. The Participant shall be required to provide such
                  supporting information deemed necessary by the Committee.

         (c)      The Trustee shall determine whether a Participant qualifies
                  for a loan, applying such criteria as a commercial lender of
                  funds would apply in like circumstances with respect to the
                  Participant. Such criteria shall include, but need not be
                  limited to, the creditworthiness of the Participant and his
                  general ability to repay the loan, whether adequate security
                  has been provided for the loan, and whether the Participant
                  agrees, as a condition for receiving the loan, to make
                  repayments through direct, after-tax payroll deduction.

         (d)      Loans shall be made available to all Participants on a
                  reasonably equivalent basis.




                                      -65-
<PAGE>   70



         (e)      Loans shall not be made available to Highly Compensated
                  Employees on terms more favorable or in an amount greater than
                  the amount made available to other Employees.

         (f)      Each participant with a loan or loans outstanding shall be
                  responsible for a loan administration fee each year (in an
                  amount determined by the Plan Administrator from time to
                  time), which shall be deducted from the Participant's account.

         19.3 Loan Amounts. With regard to any loan made pursuant to this
program, the following rules and limitations shall apply:

         (a)      No loan in an amount less than $1,000 shall be granted to any
                  Participant.

         (b)      A maximum of two (2) active loans will be permitted with
                  respect to any Participant at any time. Only one loan per
                  Participant may be taken per calendar year.

         (c)      Any loan made pursuant to this program shall be made from the
                  Accounts of the Participant in the following order:

                  (1)      Pre-tax Contribution Account,

                  (2)      Rollover Contribution Account,

                  (3)      After-tax Contribution Account,

                  (4)      Company Matching Contribution Account (including the
                           Common Stock Account).

         (d)      In no event shall any loan made pursuant to this Section to
                  any Participant be in an amount which shall cause the
                  outstanding aggregate balance of all loans made to such
                  Participant under this Plan and all other qualified employer
                  plans (as defined in Section 72(p)(4) of the Code) maintained
                  by the Company or any related employer (as defined in Section
                  72(p)(2)(D) of the Code) to exceed the lesser of:

                  (1)      $50,000, reduced by the excess (if any) of:

                           (A)      the highest outstanding balance of loans
                                    from the Plan to the Participant during the
                                    one-year period ending on the day before the
                                    date such loan is made, over

                           (B)      the outstanding balance of loans from the
                                    Plan to the Participant on the date on which
                                    such loans are made, or



                                      -66-
<PAGE>   71



                  (2)      fifty percent (50%) of the aggregate vested portion
                           of the Participant's Accounts.

         (e)      The "vested Accounts" will be determined as of the Valuation
                  Date coinciding with or immediately preceding the date the
                  loan application is made.

         19.4 Repayment of Loans.

         (a)      Each loan made under this Section shall mature and be payable
                  in full over a stated term not to exceed five years after the
                  date such loan is made, except that a loan to a Participant
                  used to acquire any dwelling unit that within a reasonable
                  time after the loan is made is to be used (determined at the
                  time the loan is made) as the principal residence of the
                  Participant shall mature and be payable in full within fifteen
                  years after the date the loan is made.

         (b)      Payments of principal and interest shall be made through
                  payroll deductions for Participants who are active employees.
                  Such Participants shall irrevocably authorize payroll
                  deductions in writing on a form supplied by the Committee at
                  the time the loan is made. Such payroll deductions shall be
                  sufficient to amortize the principal and interest payable
                  pursuant to the loan during the term thereof on a
                  substantially level basis in equal installments from the
                  Participant's regular paycheck. Upon termination of
                  employment, the amount of the remaining payments will be
                  determined and payment by the Participant by a cashout check
                  or money order will be due within ninety (90) days.

         (c)      If a Participant ceases to be an active employee (for example
                  if he is laid off) but is expected to return to active status
                  he may continue to make installment loan payments by personal
                  check.

         (d)      Payments on any loan or loans outstanding during a periods of
                  military service may be extended for a period of time equal to
                  the period of qualified military service as defined in the
                  Uniformed Sources Employment and Reemployment Rights Act.

         19.5 Interest Rate. Any loan granted or renewed under this program
shall bear a reasonable rate of interest commensurate with the prevailing
interest rate charged on similar loans, as determined from time to time by the
Committee.

         19.6 Security. Adequate security shall be provided by the Participant
before a loan is granted. For this purpose, the Plan shall consider a
Participant's vested interest



                                      -67-
<PAGE>   72



under the Plan to be adequate security. However, in no event shall more than
fifty percent (50%) of a Participant's Account balance(s) in the Plan
(determined immediately after origination of the loan) be used as security for
the loan. It shall be the policy of the Plan not to make loans which require
security other than the Participant's vested interest in the Plan.

         19.7 Default.

         (a)      The entire unpaid balance of any loan made under this Section
                  and all interest due thereon, including all arrearages
                  thereon, shall, at the option of the Committee, immediately
                  become due and payable without further notice of demand, if,
                  with respect to the borrowing Participant, any of the
                  following events of default occurs:

                  (1)      any payments of principal or accrued interest on the
                           loan remain due and unpaid for a period of ten days
                           after the same becomes due and payable under the
                           terms of the loan;

                  (2)      a proceeding in bankruptcy, receivership, or
                           insolvency is commenced by or against the borrowing
                           Participant. Any payments of principal or interest on
                           the loan not paid when due shall bear interest
                           thereafter, to the extent permitted by law, at the
                           rate specified by the terms of the loan. The payment
                           and acceptance of any sum or sums at any time on
                           account of the loan after an event of default, or any
                           failure to act or enforce the rights granted
                           hereunder upon an event of default, shall not be a
                           waiver of the right of acceleration set forth in this
                           paragraph.

         (b)      If an event of default and an acceleration of the unpaid
                  balance of the loan and interest due thereon shall occur, the
                  Committee shall have the right to direct the Trustee to pursue
                  any remedies available to a creditor at law or under the terms
                  of the loan, including the right to execute on the security
                  for the loan.

         (c)      The Trustee shall not be required to commence such actions
                  immediately upon a default. Instead, the Trustee may grant the
                  Participant reasonable rights to cure any default, provided
                  such actions would constitute a prudent and reasonable course
                  of conduct for a professional lender in like circumstances.
                  Notwithstanding the foregoing, if no risk of loss or principal
                  or income would result to the Plan, the Trustee shall not
                  commence enforcement proceedings. However, if the qualified
                  status of the Plan is not jeopardized, and there is a risk of
                  loss to the Plan of principal or income, the Trustee shall
                  commence enforcement proceedings against the Participant,
                  including foreclosing on the security, in the case of any
                  default that has not been cured within a three-month period
                  after such default.



                                      -68-
<PAGE>   73


         (d)      If (1) any portion of a loan or loans shall be outstanding and
                  (2) an event occurs pursuant to which the Participant, his
                  estate or his Beneficiaries will receive a distribution from
                  the Account of such Participant under the provisions of the
                  Plan, then such Participant, if living, shall pay to the
                  Trustee an amount equal to the portion of the loan or loans
                  then outstanding, including all accrued interest thereon, and
                  such Participant shall then receive the full amount of the
                  distribution under the provisions of the Plan to which he is
                  otherwise entitled. If such Participant is not then living, or
                  if such Participant does not make full payment of the portion
                  of the loan or loans then outstanding within fifteen days
                  after the date of the event pursuant to which the distribution
                  is to be made, then such distribution shall be made to the
                  Trustee as payment on the loan or loans to the extent
                  necessary to liquidate the unpaid portion of the loan or
                  loans. No distribution shall be made to a Participant or his
                  estate or his spouse or his Beneficiaries from his Account in
                  an amount greater than the excess of the portion of his
                  Account otherwise distributable over the aggregate of the
                  amounts owing with respect to such loan or loans plus
                  interest, if any, thereon, taking into consideration any
                  portion of the loan or loans paid by the Participant pursuant
                  to the provisions of this subsection (d).

         (e)      All loans made pursuant to this Section shall be funded from
                  the borrowing Participant's Account as set forth in Section
                  19.3(c). The Account of a Participant shall, to the extent
                  used to fund such loan, not participate in the allocation of
                  earnings and losses pursuant to Section 5.3. All interest paid
                  by a Participant with respect to a loan shall be credited to
                  the borrowing Participant's Account and shall not be allocated
                  pursuant to Section 5.3 as earnings of the Trust.

         19.8 Upon satisfaction of the criteria established for granting a loan,
as determined by the Trustee (including the prevailing interest rate which has
been set for the loan) and, if it determines that such loan would be prudent
investment for the Plan, applying such fiduciary standards required by ERISA,
the Trustee may grant the loan request. In making such determination, the
Trustee may consider the liquidity of the Plan assets available for loans.










                                      -69-
<PAGE>   74


                                   SECTION 20

                               SPECIAL PROVISIONS


         20.1 Transfer of Accounts from the SPX Corporation Retirement Savings
and Stock Ownership Plan. The initial accounts of Participants come from
Accounts previously held as part of the SPX Corporation Retirement Savings and
Stock Ownership Plan. All such Accounts were fully vested in the SPX Plan, and
remain fully vested in this Plan. The Committee may suspend distributions,
crediting of contributions to individual accounts and transfers between
Investment Funds while Participant Account records are set up by the Plan's
recordkeeper.















                                      -70-
<PAGE>   75




         IN WITNESS WHEREOF, the Company has caused this INRANGE Savings and
Stock Ownership Plan to be executed in its name by its duly authorized officer
this 19th day of April, 2001, but generally effective May 1, 2001.



                                     INRANGE TECHNOLOGIES
                                     CORPORATION



                                     By: /s/ Jay Zager
-------------------------                -----------------------------------

                                     Its: Executive Vice President and Chief
                                          ----------------------------------
                                          Financial Officer
                                          ----------------------------------









                                      -71-
<PAGE>   76


                    INRANGE SAVINGS AND STOCK OWNERSHIP PLAN

                                   SCHEDULE I

                      INVESTMENT OPTIONS AS OF MAY 1, 2001


"CORE" INVESTMENT OPTIONS

       o    INRANGE Common Stock Fund

       o    Fidelity Managed Income Portfolio II

       o    Fidelity Asset Manger:  Income

       o    Fidelity Asset Manager

       o    Fidelity Asset Manager:  Growth

       o    Fidelity Balanced Fund

       o    Fidelity Blue Chip Growth Fund

       o    Fidelity Contrafund

       o    Fidelity Equity-Income Fund

       o    Fidelity Growth & Income Portfolio

       o    Fidelity Investment Grade Bond Fund

       o    Fidelity Low Priced Stock Fund

       o    Fidelity Magellan Fund

       o    Fidelity OTC Portfolio

       o    Fidelity Overseas Fund

       o    Fidelity Puritan Fund

       o    Fidelity Retirement Government Money Market Portfolio

       o    Fidelity Spartan U.S. Equity Index Fund

       o    Fidelity Satellite Volume Blended Intent

       o    Fidelity Value Fund

       o    Fidelity Freedom 2040 Fund

       o    Fidelity Freedom 2030 Fund

       o    Fidelity Freedom 2020 Fund

       o    Fidelity Freedom 2010 Fund

       o    Fidelity Freedom 2000 Fund

       o    Fidelity Freedom Income Fund

       o    PIMCO Total Return Fund (Administrative Class)

       o    Fidelity Puritan Fund





                                      -72-
<PAGE>   77


NON-CORE INVESTMENT OPTIONS

       Fixed Income Funds
       ------------------

       o    Fidelity Ginnie Mae Fund

       o    Fidelity U.S. Bond Index Fund

       o    Janus Flexible Income Fund

       o    MAS High Yield Portfolio

       o    PIMCO Low Duration Fund (Administrative Class)

       Balanced Funds
       --------------
       o    Calvert Social Investment Fund Balanced Portfolio (Class A)

       Growth and Income Funds
       -----------------------

       o    Fidelity Equity-Income II Fund

       o    Fidelity Real Estate Investment Portfolio

       o    Fidelity Utilities Fund

       Growth Funds
       ------------

       o    Fidelity Disciplined Equity Fund

       o    Fidelity Dividend Growth

       o    Fidelity Retirement Growth Fund

       o    Founders Growth Fund

       o    INVESCO Dynamics Fund

       o    INVESCO Value Equity Fund

       o    Janus Fund

       o    Janus Mercury Fund

       o    MAS Value Portfolio

       o    Neuburger & Berman Genesis Trust

       o    Neuburger & Berman Partners Trust

       o    PBHG Emerging Growth Fund

       o    PBHG Growth Fund

       o    PIMCO Cadence Mid Cap Growth Fund (Administrative Class)

       o    Warburg Pincus Capital Appreciation Fund

       International Funds
       -------------------

       o    Fidelity Worldwide Fund

       o    Janus Worldwide Fund

       o    Templeton Growth Fund I

       o    Templeton World Fund I



                                      -73-
<PAGE>   78



       o    USAA International Fund

       o    Warburg Pincus Global Fixed Income Fund


"FROZEN" INVESTMENT OPTION

       o    SPX Common Stock Fund







                                      -74-