Exhibit
10.2


 





 


SPX Corporation Executive Long-Term Disability Plan


 


Plan Document


 


Effective January 1, 2006


 





















 


Table
of Contents


 


	
  Table of Contents

  	
  2

  
	
  Schedule of Benefits

  	
  4

  
	
  Eligibility

  	
  5

  
	
  Effective Date of Coverage

  	
  5

  
	
  Cost of Coverage and Payments

  	
  5

  
	
  Definition of Disability

  	
  5

  
	
  What’s Not Covered

  	
  5

  
	
  Receiving Your Benefit

  	
  5

  
	
  Waiting Period

  	
  6

  
	
  Benefit Amount

  	
  6

  
	
  Social Security Assistance Program

  	
  7

  
	
  Maximum Benefit Period

  	
  7

  
	
  Pre-existing Condition

  	
  8

  
	
  Rehabilitation Benefit

  	
  8

  
	
  Family Care Expense Benefit

  	
  8

  
	
  Coordination with Other Income Benefits

  	
  9

  
	
  Effect on Other Benefits

  	
  9

  
	
  When Benefits End

  	
  10

  
	
  When Your Eligibility for Executive LTD Coverage Ends

  	
  11

  
	
  Returning to Work

  	
  11

  
	
  Family and Medical Leave Act of 1993 (FMLA)

  	
  11

  
	
  Recurrent Disability

  	
  11

  
	
  Claim Filing Procedure

  	
  11

  
	
  Filing a Claim

  	
  11

  
	
  When You Can Expect to Learn if Benefits Have Been Approved

  	
  12

  
	
  How You Will Learn of a Benefits Determination

  	
  12

  
	
  How You Appeal Benefit Denials

  	
  12

  
	
  General Provisions

  	
  14

  
	
  Administration of the Plan

  	
  14

  
	
  Benefits Not Transferable

  	
  14

  
	
  Cancellation of Coverage

  	
  14

  
	
  Clerical Error

  	
  14

  
	
  Conformity with Statutes

  	
  15

  
	
  Effective Date of the Plan

  	
  15

  
	
  Incapacity

  	
  15

  
	
  Limits on Liability

  	
  15

  
	
  Lost Distributees

  	
  15

  
	
  Misrepresentation

  	
  15

  
	
  No Fault Coordination

  	
  15

  
	
  Examinations Required by the Plan

  	
  15

  
	
  Plan Is Not a Contract

  	
  16

  
	
  Plan Modification and Amendment

  	
  16

  
	
  Plan Termination

  	
  16

  
	
  Recovery of Overpayment

  	
  16

  
	
  Time Effective

  	
  16

  
	
  Workers’ Compensation Not Affected

  	
  16

  
	
  Administrative Information

  	
  17

  
	
  Glossary of Terms

  	
  18

  



 


2





















 


Using This Booklet


 


This benefits booklet
provides information about the SPX Corporation Executive Long-Term Disability
(Executive LTD) Plan (the Plan) effective for disabilities beginning on or
after January 1, 2006.  It describes the
most important features of the Plan in detail, including eligibility and
benefit amounts.  This booklet also
includes information on filing claims and coordinating benefits with those from
other income sources.  This information
may not apply to employees of particular SPX divisions or business units.  This booklet is the official Plan document
for the SPX Corporation Executive Long-Term Disability Plan.


 


Care
has been taken to explain the Plan as clearly as possible.  Executive LTD benefits provide financial
security in case of illness or injury. 
For a thorough understanding of how the Plan works, be sure to consult
the “Schedule of Benefits” and the “Glossary of Terms”, as well as the body of
this booklet.


 


Italicized
words are defined terms that are either defined in the text or can be found in
the “Glossary of Terms” section of this booklet.


 


Please
keep this booklet for your future reference.


 


3





















 


Schedule
of Benefits


 


The following “Schedule of Benefits” is designed as
a quick reference.  For complete
provisions of the Plan’s benefits,
refer to the following sections:  “Receiving
Your Benefit”, “Benefit Amount”, and “Maximum Benefit Period”.


 


	
   

  	
   

  	
  Benefit Amount

  	
   

  	
  Duration

  
	
  After 26 weeks of continuous
  disability as defined in the Plan (except mental/nervous,
  neuromusculoskeletal or soft tissue disorders without objective medical
  evidence, or chronic fatigue syndrome)

  	
   

  	
  60% of the following:

  •      pre-disability annual base pay, minus $200,000

  •      plus
  *target bonus, minus $200,000 

  	
   

  	
  Until no longer disabled or age 65, whichever is
  earlier.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  After 26 weeks of
  continuous disability as
  defined in the Plan for
  mental/nervous, neuromusculosketal or soft tissue disorders without objective
  medical evidence, or chronic fatigue syndrome

  	
   

  	
  60% of the following:

  •      pre-disability annual base pay,
  minus $200,000

  •      plus
  *target bonus, minus $200,000

  	
   

  	
  24 months from the
  onset of disability (generally
  18 months from the start of long-term disability
  benefits), unless confined to a hospital or other institution, or the disability results from schizophrenia,
  bipolar disorder, dementia, or organic brain disease.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participation in an
  approved Rehabilitation Services Program
  while receiving long-term disability benefits
  under this Plan

  	
   

  	
  70% of the following:

  •      pre-disability annual base pay, minus $200,000

  •      plus
  *target bonus, minus $200,000

  	
   

  	
  Until participation in Rehabilitation Services Program ends.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Day care expenses
  necessary for participation in an approved Rehabilitation
  Services Program

  	
   

  	
  Reimbursement of
  expense incurred, up to $250 per month per eligible family member.  You
  are only eligible for one family care expense benefit from all applicable SPX
  disability plans.

  	
   

  	
  Until participation in Rehabilitation Services Program ends.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pay from a modified
  job, an alternate job or from part-time work while you remain disabled
  under the Plan

  	
   

  	
  1st 18
  months of long-term disability
  benefits:  No reduction in Executive
  LTD benefits unless your Executive and other SPX LTD benefits combined with
  income from employment exceed your pre-disability earnings.

   

  After 18 months of
  Executive LTD benefits, Executive LTD benefits are reduced by 50% of income
  from other employment to a combined total of no more than 100% of your indexed pre-disability earnings.

  	
   

  	
  Until you cease other
  employment while still covered by the Plan
  or until you are no longer determined to be disabled
  under the Plan.

  



 










*For purposes of
determining the Benefit Amount, the portion of the target bonus in excess of
100% shall not be considered.


 


4





















 


Eligibility


 


An employee
shall become a participant in the Plan upon
designation as such by the Board of Directors (the “Board”) or the Compensation
Committee of the Board of Directors (the “Committee”).


 


Effective
Date of Coverage


 


If you are designated to participate in the Plan, you are covered under the Plan effective as of your date of hire, or
appointment by the Board or the Committee to participate, whichever is later.


 


Cost
of Coverage and Payments


 


The Employer pays
the full cost of your Executive LTD coverage. 
Because the Employer pays
for this benefit, benefits from the Plan
are subject to certain taxes when received.


 


Executive LTD benefit payments are made by
GatesMcDonald (parent company Nationwide) monthly and are mailed to your home
address.


 


Definition
of Disability


 


You are considered disabled
under this Plan if, due to a
non-work-related illness or accidental injury, you are receiving appropriate care and treatment from a physician on a regular basis and:


•                  for the first 24 months from the onset of the
disability, you are not able to
earn 70% of your pre-disability base pay
from your regular occupation in
the local economy; or


•                  beyond 24 months, you are not able to earn
60% of your pre-disability base pay
at any occupation for which you
are reasonably qualified in the local
economy.


 


The determination of whether you are disabled,
including (without limitation) if you are receiving “appropriate care and treatment” is made by SPX and the Claims Administrator.  Your occupation
is broader than your specific job.  It
refers to the activities you regularly perform that serve as your source of
income.  It is not limited to your
specific position at SPX.


 


The Plan contains
a pre-existing condition
limitation.  Please refer to the section
of this document entitled, “Pre-existing Condition.”


 


What’s Not Covered


 


The Plan
does not cover disabilities due
to:


•                  Work-related injuries or illnesses;


•                  War or act of war or while you are in the
military service of any country at war;


•                  Commission of a felony;


•                  Elective medical or surgical care for
cosmetic reasons; or


•                  Any pre-existing
condition until the requirements for coverage of the condition have
been met.


 


Receiving
Your Benefit


 


To receive benefits under the Plan, you must


•                  be disabled
as defined by the Plan;


 


5





















 


•                  provide proof of your disability;


•                  be receiving appropriate
care and treatment from a physician;


•                  submit the information requested by the Claims Administrator


•                  comply with a reasonable course of treatment;


•                  comply with any rehabilitation, modified
work, or retraining programs offered to you;


•                  undergo an independent medical examination or
other examinations at the Claims
Administrator’s request;


•                  inform the Claims
Administrator of any other income you’re receiving that is listed
under “Coordination with Other Income Benefits” in this document; and


•                  apply for Social Security Disability Income
benefits, other disability benefits to which you’re entitled or other benefits
to which you are entitled that may reduce or offset your Executive LTD benefit,
in a timely manner.


 


Waiting
Period


 


The waiting
period begins the day you become disabled
and is a period of 26 weeks during which benefits are not payable from the Plan. 
If you return to work for 30 days or less during the waiting period, those days will count
toward the waiting period.  However, if you return to work for more than
30 days before satisfying the waiting period,
you will have to complete a new waiting
period.  If you work part–time
as part of a rehabilitation services program,
that time counts toward the waiting period.


 


Benefit
Amount


 


Your Executive LTD benefits are based on your earnings prior to your disability.  The Plan
provides a benefit equal to 60% of your pre-disability earnings.  Your Executive LTD benefit is based on your pre-disability earnings as of your last day worked.


 


If you are participating in an approved rehabilitation services program, your
Executive LTD benefit will be increased to 70%. In addition, you may receive
monthly payments of up to $250 per eligible
family member for family care
expenses.  Please see the Rehabilitation Benefit section
of the Plan for more information.


 


How can the Claims Administrator
help with Social Security Benefits?


 


The Plan
will provide a Social Security Assistance Program, as described below.  Under this program, while you remain disabled as defined by the Plan, the Claims
Administrator will provide assistance with the following:


•                  Selecting the
best time to apply


•                  Providing you
with a list of information Social Security will require when you apply


•                  Expert
assistance throughout the application process


•                  Expert guidance
through the appeal process, if your situation warrants continuing the appeal
process


•                  Assistance
during the appeal process may include: 
reconsideration by the Social Security Administration, a hearing before
an administrative law judge, review by an Appeals Council within the Social
Security Administration, a civil suit in Federal Court, or referral to an
attorney who specializes in Social Security law.  (The cost for the attorney may be deducted
from the amount of your repayment to the Claims
Administrator if Social Security disability benefits are awarded.)


 


6





















 


Social Security
Assistance Program


 


Why apply for Social Security
Disability Benefits?


 


Protects Your Retirement Benefit


 


When you are approved for Social Security disability
benefits, the Social Security Administration will freeze your base pay record as of the date Social
Security determines that your disability began. 
This means that the time you are unable to work because of your disability will not be counted against you
in calculating your base pay for
retirement and for survivors’ benefits.


 


Provides Medicare Protection


 


Once you have received 24 months of Social Security
disability benefits, you will have Medicare protection for hospital
expenses.  You will also be eligible to
apply for the medical insurance portion of Medicare.


 


Trial Work Period


 


Social Security provides a trial work period for
purposes of rehabilitation for disabled workers who return to work while still
disabled.  Full Social Security checks
can continue for up to 9 months during the trial work period.


 


No Reduction in Executive LTD Benefits for
Cost-of-Living Increases


 


Your Executive LTD benefit will be reduced by the
amount of the Social Security benefit provided to you and your dependents when
it is first awarded.  However, future
cost-of-living increases to your Social Security benefit or to that of your
dependents will not further reduce your Executive LTD benefit.


 


Maximum Benefit Period


 


Benefits are available until the earlier of


•                  the end of your disability, or


•                  age 65, provided you become disabled prior to age 60.


 


If you become disabled
at or after age 60, you receive benefits according to the following schedule:


 




	
  If
  you become disabled at age...

  	
   

  	
  Your maximum benefit period is...

  
	
  60

  	
   

  	
  60 months

  
	
  61

  	
   

  	
  48 months

  
	
  62

  	
   

  	
  42 months

  
	
  63

  	
   

  	
  36 months

  
	
  64

  	
   

  	
  30 months

  
	
  65

  	
   

  	
  24 months

  
	
  66

  	
   

  	
  21 months

  
	
  67

  	
   

  	
  18 months

  
	
  68

  	
   

  	
  15 months

  
	
  69 and over

  	
   

  	
  12 months

  






 


Executive LTD
disability benefits are limited to 18 months of benefit payments
during a lifetime if you become disabled
due to any of the following, unless you are confined in a hospital or other
institution, or the disability
results from schizophrenia, bipolar disorder, dementia, or organic brain
disease:


•                  Mental or nervous disorder (except as noted
above);


•                  Alcohol, drug, or substance abuse or
dependency;


 


7





















 


•                  Neuromusculoskeletal or soft tissue disorder,
unless there is objective medical evidence of certain conditions; or


•                  Chronic fatigue syndrome and related
conditions.


 


In addition, benefits for a disability due to alcohol, drug, or
substance abuse or dependency will not continue beyond the earlier of the
following:


•                  The date 18 monthly Executive LTD benefit
payments have been made;


•                  The date participation in a rehabilitation services program ends;


•                  The date of refusal to participate in an
available rehabilitation services program;
or


•                  The date a rehabilitation
services program is completed.


 


Pre-existing Condition


 


An injury, illness, or pregnancy for which an employee, in the three months before
coverage by this Plan:


 


•             received medical treatment,
consultation, care, or services;


•             took prescription
medications or had medications prescribed; or


•                  had symptoms or conditions that would cause a
reasonable, prudent person to seek diagnosis, care, or treatment.


 


The Plan will not provide
benefits for the pre-existing condition
or a related condition unless the onset of disability
related to the pre-existing condition occurs more than 12 months from the 1st
day the employee was covered by the Plan.


 


If you join SPX through a merger or acquisition, the pre-existing condition limitation will be
waived if you were enrolled in an LTD plan with the former company.


 


Rehabilitation Benefit


 


The Plan
is designed to support your efforts to return to productive work.  The Claims
Administrator will assess whether vocational rehabilitation services will assist you to return to work. 
The rehabilitation services program
is tailored to your situation and may include retraining, vocational analysis,
counseling, job seeking skills, and job modification services.  You will receive an additional 10% disability benefit while you are actively
participating in an approved rehabilitation
services program.  You may be
referred to professionals, including registered nurses, therapists, and
vocational rehabilitation counselors.


 


If you participate in the rehabilitation services program, during the first 18
months after the waiting period,
your benefits under the Plan will
not be reduced by base pay from
other employment — unless the combined total, including other SPX LTD benefits,
would exceed 100% of your pre-disability
earnings.  Following that 18-month period,
benefits under the Plan will be
reduced by 50% of earnings from
other employment, to a combined total of no more
than 100% of your indexed pre-disability
earnings.


 


Family Care Expense
Benefit


 


If you participate in an approved rehabilitation services program, you may
be eligible for a family care expense
benefit of up to $250 per month per eligible family member.  If you require assistance with day care
expenses for your dependent children under age 13 or another physically or
mentally impaired dependent family member for whom you provide care, who lives
in your household and is chiefly dependent on you for support, so you can
attend classes or treatments, you should discuss the situation with the Claims Administrator.  You are eligible for this benefit


 


8





















 


during the first 18 months you are receiving
benefits from the Plan.  You are only eligible for one family care expense benefit from all
applicable SPX disability plans.


 


Coordination with
Other Income Benefits


 


The amount of your Executive LTD benefits will be
reduced by other income benefits to the extent any other SPX LTD plan is not
already offset by such other income benefits. 
Other income benefits include, but are not limited to the following:


 


•                  Any sick pay or
other salary continuation paid to you by SPX;


•                  Workers’
Compensation benefits;


•                  Unemployment
compensation benefits;


•                  Any state or
federal disability benefits;


•                  Automobile
no-fault wage replacement benefits;


•                  Wage
replacement benefits recovered from a third party;


•                  Any benefit
received from the SPX Supplemental Retirement Plan for Top Management;


•                  Any benefit
from a defined benefit pension plan to which SPX has contributed;


•                  Any benefit
from the SPX Corporation Supplemental Individual Account Retirement Plan; or


•                  Any Social
Security benefits that you or your dependents are eligible for due to your
disability or age (Please note that you must apply for Social Security benefits
and provide proof of application to Human Resources.).


 


To the extent that any of the above payments are made in a lump sum but
are intended to provide coverage over an extended period of time, such as a
lump-sum pension payment, the payment will be treated for purposes of this Plan as if it had been paid over the
expected duration of the period.  For
example, a lump-sum pension payment will be treated as if it were paid out in
equal monthly installments over the remainder of your expected life span, as
determined by the Claims Administrator.  Your Executive LTD benefit payment would be
reduced by the monthly installment amount.


 


Effect
on Other Benefits


 


Participants who are
receiving Executive LTD benefits while employed by SPX and who are on “inactive” employment
status will continue to be eligible for many SPX employee benefits.


 


Effect of LTD Status on Certain Health
and Welfare Benefit Plans


 


Benefits for which employees continue to make contributions:


•                  Medical;


•                  Dental;


•                  Supplemental
Life Insurance (including supplemental employee, spouse, and child life
insurance);


•                  Supplemental
AD&D insurance; and


•                  Vision.


 


Status of Other Health and Welfare Benefit Plans


 


Benefits for which SPX
will continue to pay in full while you are receiving Executive LTD benefits and are on “inactive” employment status:


•                  Basic Life
insurance;


•                  Basic AD&D
insurance; and


•                  Employee Assistance
Program


 


9





















 


Extending
Life Insurance without Premiums


 


If you are under
age 60 when you are disabled, you
may be eligible to apply for a waiver of premium for the employee Supplemental
life insurance in which you were enrolled at the onset of your disability (a “waiver of premium” means
your life insurance coverage continues but you are not responsible for monthly
premiums.).  Refer to the terms of the
SPX Supplemental Life Insurance and Accidental Death and Dismemberment Plan for
more information.  The life insurance
carrier must receive your application no later than twelve months after your
last day worked.


 


Date Your Employment Terminates


 


Should you remain disabled,
your employment status ordinarily will continue to be “inactive” until 24
months from the onset of disability but remains subject to the Company’s right,
at its discretion, to terminate the employment relationship sooner.  At that time, your employment will terminate
and you may be eligible for COBRA continuation coverage for your medical,
dental, and vision plans, for which you are enrolled in.  You may convert your Basic Life Insurance to
an individual policy; please refer to the terms of the SPX Corporation Life
Insurance and Accidental Death and Dismemberment Plan. Your termination of
employment does not affect your eligibility for continued Executive LTD
benefits.


 


When
Benefits End


 


If you have been receiving Executive LTD benefits,
your Executive LTD benefits will stop when any of the following occurs:


•                  You are no longer disabled, as determined by the Claims Administrator;


•                  You are no longer receiving
regular, appropriate care and treatment
from a physician;


•                  You are released to return
to work;


•                  during the first 24 months from the onset of disability at your occupation
at a rate of pay that is at
least 70% of your pre-disability base pay,
or


•                  after 24 months from the onset of disability
at a comparable  occupation for which you are reasonably
qualified at a rate of at least 60% of your pre-disability base pay. (A comparable  occupation
is one that you are medically able to perform and for which you are qualified
based on previous training, education, or experience);


•                  You have exceeded the
maximum benefits available under the Plan;


•                  You reach age 65, unless
your disability began after age
60, in which case, benefits could continue until a later date;


•                  You refuse to be examined by
an independent physician or
participate in other examinations, functional capacities assessments, transferable
skills analyses, as required by the Claims
Administrator;


•                  You refuse an
offer or fail to continue to participate in a program of modified duty,
rehabilitation, limited duty, or alternative employment;


•                  You fail to provide medical
documentation of your disability;


•                  You fail to comply with a
reasonable course of medical treatment;


•                  SPX terminates
the Plan;


•                  You fail to
return to work when released by a physician;
or


•                  You die.


 


10





















 


When Your Eligibility
for Executive LTD Coverage Ends


 


Your Plan coverage ends
on the earliest of the following:


•                  You are no
longer eligible for coverage;


•                  You transfer to
a non-eligible employee group or your participation was discontinued by the
Board or the Committee;


•                  Your approved
leave of absence ends;


•                  You are laid
off; or


•                  Your employment
with SPX ends.


 


Returning to Work


 


The Plan
emphasizes returning to work as soon as medically appropriate.  You may be released to return to your regular
job, or another job for which you are qualified.  If you return to work at SPX in a modified
job, an alternate job or on a part-time basis, your pay will be set at the
regular pay rate for the work performed. 
The difference between that pay rate and your pre-disability earnings for the hours you work will be
paid through the Plan and
coordinated with any other SPX LTD plan. 
The hours you are not able to work will be paid at your Executive LTD
benefit level.


 


Family and Medical
Leave Act of 1993 (FMLA)


 


The Family and Medical Leave Act (FMLA) is a federal
law that sets standards for family and medical leave and protects your benefit
coverage while on such leave.


 


Recurrent
Disability


 


If you begin receiving Executive LTD benefits,
return to full-time work for six months or less and then take disability leave again due to the same
condition or a related condition, it is considered a recurrent disability.  A recurrent disability
is an illness or injury related to a prior disability
that recurs within six months.  If your
illness or injury is a recurrent disability,
you are eligible to receive the balance of the disability
pay for which you were eligible. 
You need not satisfy a new waiting
period.


 


If you return to work for more than six months and
then take disability leave again,
it will be treated as a new disability
claim, even if the condition is related to your earlier disability, and you will be required to
satisfy a new waiting period.


 


If you were receiving Executive LTD disability benefits, return to work for at
least one full calendar day and become disabled
due to a medically unrelated condition, the second disability period is treated as a new period of disability.


 


Claim
Filing Procedure


 


Filing a Claim


 


A claim for benefits is a request for a Plan benefit or benefits, made by you or
by your representative, that complies with the Plan’s
procedure for making benefit claims.  The
procedure for filing a claim is to contact the Claims
Administrator when you have been receiving short-term disability
benefits under the SPX Corporation Short-Term Disability Plan for three months
and apply for benefits under this Plan.


 


11





















 


When You Can Expect to
Learn if Benefits Have Been Approved


 


The Claims
Administrator will notify you of the Plan’s benefit determination within a reasonable period of
time after receipt of the application, but not later than 45 days after receipt
of the application by the Plan.  This period may be extended by the Plan for up to 30 days provided that the
extension is necessary due to matters beyond the control of the Plan and the Claims Administrator notifies you prior to the expiration of
the initial 45-day period.  The notice
will state the reason for the extension and the date by which the Plan expects to render a decision.  If, prior to the end of the first 30-day
extension period, the Claims Administrator
determines that, due to matters beyond the control of the Plan, a decision cannot be made within
that extension period, the Plan
may take another 30-day extension. 
Again, the Plan must
notify you of the reasons for the extension and the date on which the Plan expects to render a decision.  If the extension is necessary due to your
failure to submit the information necessary to determine your qualification for
Executive LTD benefits, the notice of extension will describe the required
information.  You will then have 45 days
from receipt of the notice within which to provide the specified information.


 


How You Will Learn of
a Benefits Determination


 


The Claims Administrator
will provide you with written notification of the Plan’s benefit determination.  If benefits are denied, you will be informed
of:


•                  the specific
reasons for the denial;


•                  reference to
the specific Plan provisions on
which the determination is based;


•                  a description
of any additional material or information necessary for you to complete the
claim and an explanation of why such material or information is necessary;


•                  a description
of the Plan’s review procedures
and the time limits applicable to such procedures, including a statement of
your right to bring a civil action following an adverse benefit determination
on review;


•                  if an internal
rule, guideline, protocol, or other criterion was relied upon in the
decision-making, either (1) a copy of such rule, guideline, or protocol or (2)
a statement that a copy of such rule, guideline, or protocol will be provided
to you free of charge upon request; and


•                  if the denial
was based on a medical necessity or experimental treatment or similar exclusion
or limit, either (1) an explanation of the scientific or clinical judgment for
the determination, applying the terms of the Plan
to your medical circumstances, or (2) a statement that such explanation will be
provided free of charge upon request.


 


How You Appeal Benefit
Denials


 


If you wish to appeal an adverse benefit
determination, you must do so within 180 days of receiving the benefit
denial/adverse benefit determination. 
Your appeal should be addressed to the
Claims Administrator at the address shown in the back of this
booklet.  Correspondence should include your Social Security number, your name, the
claim information, and the service dates in question.  State the reason(s) for disagreement and
attach any relevant information, such as additional medical evidence.  You will be provided, upon request and free
of charge, reasonable access to, and copies of, all documents, records, and
other information relevant to your claim for Executive LTD benefits.  You will be notified within 45 days of the
date the Claims Administrator
receives your appeal of the outcome of your appeal.  If the
Claims Administrator determines that an extension of time for
processing the claim is necessary, written notice will be furnished prior to
the termination of the initial 45-day period. 
In no event will the extension exceed 45 days from the end of the
initial 45-day period.  The extension
notice will indicate the special circumstances requiring an extension of time
and the date by which the Plan
expects to return a determination.


 


12





















 


In the case of an adverse decision, the notification
will include:


•                  the specific
reasons for the adverse determination;


•                  reference to
the specific Plan provisions on
which the benefit determination is based;


•                  a statement
that you are entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents and records relevant to your claim for
benefits, without regard to whether such records were considered or relied upon
in making the adverse benefit determination on review, including any reports,
and the identities, of any experts whose advice was obtained;


•                  a description
of the Plan’s review procedures
and the time limits applicable to such procedures, including a statement of
your right to bring a civil action following an adverse benefit determination
on review;


•                  if an internal
rule, guideline, protocol, or other criterion was relied upon in the
decision-making, either (1) a copy of such rule, guideline, or protocol or (2)
a statement that a copy of such rule, guideline, or protocol will be provided
free of charge to the claimant upon request;


•                  if the adverse
benefit determination was based on a medical necessity or experimental
treatment or similar exclusion or limit, either (1) an explanation of the
scientific or clinical judgment for the determination, applying the terms of
the Plan to the claimant’s
medical circumstances, or (2) a statement that such explanation will be
provided free of charge upon request


 


How You Appeal A Second Time


 


If your first level appeal is denied, you may appeal
a second and final time.  You must do so
within 180 days of receiving the adverse response to your appeal.  Your second level appeal should be addressed
to the SPX Administrative Committee, 13515 Ballantyne Corporate Place,
Charlotte, NC  28277.  Correspondence should include your Social Security number, your name, the
claim information, and the service dates in question.  State the reason(s) for disagreement and
attach any relevant information, such as additional medical evidence.  You will be provided, upon request and free
of charge, reasonable access to, and copies of, all documents, records, and
other information relevant to your claim for Executive LTD benefits, including
information about your first appeal, including the names and credentials of
experts who advised the Plan on
your benefits.  If your appeal requires a
medical judgment, the SPX Administrative Committee will consult with
independent (i.e., separate from any professionals consulted on the earlier
adverse determinations) health care and/or vocational professionals about the
circumstances surrounding your claim and will provide you with the names of
medical or vocational experts whose advice was obtained on behalf of the Plan.


 


You will be notified within 45 days of the date the
SPX Administrative Committee receives your second appeal of the outcome of such
appeal.  If the SPX Administrative Committee determines that an extension
of time for processing the claim is necessary, written notice will be furnished
prior to the termination of the initial 45-day period.  In no event will the extension exceed 45 days
from the end of the initial 45-day period. 
The extension notice will indicate the special circumstances requiring
an extension of time and the date by which the Plan
expects to return a determination.


 


Notification of Outcome of 2nd Level Appeal


 


The SPX Administrative Committee will provide you
with written notification of a Plan’s benefit
determination on review.  In the case of
an adverse decision, in addition to the information required to be included in
the notification of denial of the first appeal, the notification of denial of
the second appeal will also include:


 


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•                  a statement
describing any voluntary appeal procedures offered by the Plan and your right to obtain the
information about such procedures;


•                  a statement of
your right to bring a civil action following an adverse benefit determination
on review;


•                  you and the Plan may have other voluntary alternative
dispute resolution options, such as mediation. 
One way to find out what may be available is to contact your local U.S.
Department of Labor Office and your state insurance regulatory agency.


 


General
Provisions


 


Administration of the
Plan


 


SPX is the Plan
Administrator.  The Plan Administrator has full charge of the
operation and management of the Plan.  SPX has retained the services of an
independent Claims Administrator.


 


The Plan Administrator or its agent or
delegate, has the absolute authority and discretion to:


•                  Interpret the
terms of the Plan, including the Plan’s eligibility provisions and its
provisions relating to qualification for and accrual of benefits;


•                  Resolve
ambiguities in the Plan;


•                  Adopt, amend
and rescind rules and regulations pertaining to its duties under the Plan; and


•                  Make all
determinations necessary or advisable for the discharge of its duties under the
Plan.


 


Benefits shall be paid under this Plan only if the Plan Administrator, in its sole
discretion, determines that you are entitled to them.  The Plan
Administrator’s decision is final and binding on all parties.


 


SPX has delegated the responsibility for reviewing
initial appeals of adverse benefit determinations to the Claims Administrator.  The SPX Administrative Committee, or a
subcommittee thereof, will review all second level appeals.  The SPX Administrative Committee, or
subcommittee thereof, can interpret the Plan
terms and determine eligibility for and entitlement to Plan benefits in accordance with the Plan terms.


 


Benefits Not
Transferable


 


Except as otherwise stated, no person other than an
eligible employee is entitled to receive benefits under this Plan. 
The right to receive benefits is not transferable.


 


Cancellation of
Coverage


 


If you make a material misrepresentation on a claim
for this Plan’s benefits, SPX may
cancel coverage, effective on or anytime after the date of the claim, without
giving advance notice.


 


If you no longer meet the eligibility requirements,
coverage is cancelled automatically. 
(See the “Eligibility” section.)


 


Cancellation of coverage is effective on the date of
cancellation and ends all rights under this Plan.


 


Clerical Error


 


No clerical error on the part of SPX or the Claims Administrator will operate to
defeat any of the rights, privileges, services, or benefits of any employee,
nor create or continue coverage that would not otherwise validly become
effective or continue.  An equitable
adjustment of benefits will be made when the error or delay is discovered.


 


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Conformity with
Statutes


 


Any Plan
provision that conflicts with statutes applicable to this Plan is amended to conform to the minimum
requirements of said statute(s).


 


Effective Date of the
Plan


 


The effective
date of the Plan is
January 1, 2006.


 


Incapacity


 


If, in SPX’s opinion, a covered person for whom a claim has been made is incapable
of furnishing a valid receipt of payment and, in the absence of written
evidence to the Plan of the
qualification of a guardian or personal representative for his or her estate,
SPX may on behalf of the Plan, at
its discretion, make any and all such payments to the service provider or other
person providing for the care and support of such person.  Any payment made will constitute a complete
discharge of the Plan’s obligation
for such payment.


 


Limits on Liability


 


Liability is limited to benefits specified in the Plan. 
SPX will not be liable for the negligence, wrongful act or omission of any
service provider or their employees or any other person.  The Plan liability
will be limited to the benefits described herein.


 


Lost Distributees


 


Any payable benefit will be deemed forfeited if:


•                  The Plan Administrator cannot locate the covered person to whom payment is due, and


•                  Such benefits
would be reinstated if the covered person
submits a claim for the forfeited benefits within the time prescribed in the “Claim
Filing Procedure” section.


 


Misrepresentation


 


If the covered
person or anyone acting on behalf of the covered person makes a false statement on the claim, or
withholds information with intent to deceive or affect the acceptance of the
claim or the risks assumed by the Plan,
or otherwise misleads the Plan,
the Plan will be entitled to recover
its damages, including legal fees, from the covered
person, or from any other person responsible for misleading the Plan, and from the person for whom the
benefits were provided.  Any material
misrepresentation on the part of the covered
person in making application for claims will render the coverage
under this Plan void.


 


No Fault Coordination


 


This Plan shall be secondary in coverage to any
no fault automobile insurance policy, regardless of any election made to the
contrary to you, your spouse or your dependents.


 


Examinations Required
by the Plan


 


The Plan,
at its own expense, will have the right to require a physical examination, a
functional capacities assessment, a transferable skills analysis, or other
examinations relevant to a claim of a person receiving benefits or for whom a
claim for benefits is pending under this Plan
when and as often as it may reasonably require during the pendency
of a claim.


 


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Plan Is Not a Contract


 


The Plan will
not be deemed to constitute a contract between SPX and any employee or to be a
consideration for, or an inducement or condition, of, the employment of any
employee. Nothing in the Plan
will be deemed to give any employee the right to be retained in the service of
SPX.


 


Plan Modification and
Amendment


 


SPX reserves the right to amend or modify the Plan, from time to time, in its sole
discretion.  Such amendment or
modification may affect benefits on both a retroactive and prospective basis.


 


Plan Termination


 


SPX, through the Board or the Committee, reserves
the right to terminate the Plan
at any time.  Upon termination, the
rights of the covered persons to
benefits are limited to those benefits due and payable immediately prior to
such termination.


 


Recovery of Overpayment


 


SPX has
the right to recover the amount of any payments exceeding the necessary maximum
payment.  Also, such a recovery may be
paid by offset against benefits that otherwise would be payable by this Plan.  If
SPX makes any payment that, according to the Plan
terms, should not have been made, SPX may recover that incorrect payment,
whether or not it was SPX’s error, or the error of the person or entity to whom
it was made or the error of any other party.


 


In some situations, another
person, insurance policy or plan of benefits may be responsible to pay benefits
to you for injury and/or illness.  SPX
maintains the right to recover on its own behalf amounts for medical expenses
paid when responsibility lies elsewhere, which is called the “right of subrogation.”  In this regard, SPX is subrogated to all of your rights of recovery as against
any person and under any insurance policy, or plan of benefits, which would be
obligated to pay benefits to you for
any injury and/or illness, to the full extent of any payment made under the Plan.


 


You are not permitted after injury and/or
illness to prejudice SPX’s rights and you shall do everything necessary to
secure such rights, including, but not limited to, providing SPX with notice of
any and all claims you make for such injury and/or illness. Any and all amounts
recovered by you (whether by lawsuit, settlement or otherwise), regardless of
designation of said recovery, shall be apportioned as follows: SPX shall be reimbursed first to the full
extent of its payment under this Plan.  If any balance then remains from such
recovery, it shall be applied to reimburse you and any other plan providing
benefits to you as the interest may appear.


 


If SPX incurs attorneys’ fees in order to pursue
its subrogation interest, you shall
be obligated to reimburse SPX in full from any amount recovered. Under no
circumstances shall the Plan be
obligated to pay a fee or costs to your attorney.


 


Time Effective


 


The effective time with respect to any dates used in
the Plan will be 12 a.m.
(midnight) as may be legally in effect at the address of the Plan Administrator unless otherwise
stated.


 


Workers’ Compensation
Not Affected


 


This Plan is
not in lieu of, and does not affect any requirement for, coverage by Workers’
Compensation insurance.


 


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Administrative
Information


 


Benefits Administration


 


This section contains information pertaining to your long-term
disability plan.  You won’t use this
information every day.  But, if you wish to
communicate with the administrator or find out where you can get more
information, this section will help you.


 


General Administrative Information


 


Name of Plan


 


SPX Corporation Executive Long-Term Disability Plan


 


Name, Address, and Phone Number of Employer/Plan
Sponsor


 


SPX Corporation


13515 Ballantyne Corporate Place


Charlotte, NC  28277


Phone: (704) 752-4400


 


Address for First Level Appeal


 


The designated Claims Administrator
is:


 


GatesMcDonald Disability
Unit


MR-08-02


PO Box 182783


Columbus,
OH  43218-2783


 


Name, Address, and Phone Number of Plan
Administrator, Fiduciary, and Agent for Service of Legal Process


 


SPX Corporation


13515 Ballantyne Corporate Place


Charlotte, NC  28277


Phone: (704) 752-4400


 


Legal process may be served upon
the Plan  Administrator.


 


Ending Date of Plan Year


 


December 31


 


Procedures for Filing Claims


 


For detailed information on submitting claims for
benefits, refer to the section entitled “Claim Filing Procedure.”


 


The designated Claims Administrator
is:


 


GatesMcDonald Disability
Unit


MR-08-02


PO Box 182783


Columbus,
OH  43218-2783


 


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Glossary
of Terms


 


Certain words and terms used will be defined as
follows and are shown in italics throughout this Plan.


 


Active Work


 


“Active work” means you are performing all of the material duties of
your occupation at your usual
place of business or another location that your employer’s business requires you to be and you are a citizen
or legal resident of the United States – or Canada, but employed in a United
States-based unit.  If you are absent
from work solely due to a vacation day, holiday, scheduled day off, or approved
leave of absence unrelated to a disability,
you are considered to be actively working for purposes of participation in this
Plan.


 


Appropriate Care and Treatment


 


Medical care and treatment that is:  (1) given by a physician whose medical training and clinical specialty are
appropriate for treating your disability;
(2) consistent in type, frequency and duration of treatment with relevant
guidelines of national medical research, health care coverage organizations,
and governmental agencies; (3) consistent with a physician’s diagnosis of your disability; and (4) intended to maximize your medical and
functional improvement.


 


Base Pay


 


For most employees, your base pay is equal to your expected annual pay, exclusive of
overtime, bonuses, and shift differential. 
However, for employees receiving commissions, base pay is equal to your expected annual pay, including
commissions, and is referred to as target pay. 
SPX determines target pay before the calendar year begins or at the date
of hire or transfer into a commissioned position.


 


Claims Administrator


 


The company contracted by SPX that is responsible
for processing benefits claims under the Plan
terms and other administrative services deemed necessary for the Plan operation, as delegated by SPX.  This is GatesMcDonald.


 


Covered Person


 


A person who is eligible for coverage under this Plan upon satisfying the eligibility
requirements.


 


Disability/Disabled


 


You are considered disabled
under this Plan if you are
receiving appropriate care and treatment
from a physician on a regular
basis for a non-work-related illness or accidental injury and complying with
the requirements of such treatment:


 


•                  for the first
24 months from the onset of disability,
you are not able to perform your regular occupation
at 70% or more of your pre-disability base pay; or


 


•                  beyond 24
months, you are not able to perform any occupation
for which you are reasonably qualified at 60% or more of your pre-disability base pay.


 


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Earnings


 


Earnings are based on
your annual base pay, less $200,000, plus target bonus under the annual
executive bonus plan, less $200,000.  For
purposes of determining the Benefit Amount, the portion of the target bonus in
excess of 100% shall not be considered.


 


Effective Date


 


The date this Plan
began or the date on which the covered
person’s coverage commences, whichever occurs later.


 


Eligible Family Member


 


A person who lives with you as part of your
household or who is dependent on you for support.


 


Employer


 


SPX Corporation, a Delaware Corporation, and each of
its majority owned domestic subsidiaries.


 


Family Care Expenses


 


Monthly expenses incurred to participate in a rehabilitation services program. These are
expenses incurred:


 


•                  to provide
child care for an eligible family member
under age 13, or


•                  to provide care
for an eligible family member
who is not capable of caring for himself or herself.


 


Indexed Pre-disability Earnings


 


Pre-disability earnings
increased by the lesser of:


 


•                  any annual
change in the Consumer Price Index, or


•                  7%


 


Local Economy


 


The geographic area surrounding an employee’s place
of residence which offers reasonable employment opportunities.  It is an area within which it would not be
unreasonable for a person to travel to secure employment.  If an employee moves from the place of
residence during a period of disability,
both that former place of residence and the current place of residence will be
used to determine local economy.


 


Occupation


 


Your occupation
is broader than your specific job.  It
refers to the activities you regularly perform that serve as your source of
income.  It is not limited to your specific
position at SPX.  A comparable occupation is one that you are medically
able to perform and for which you are qualified based on previous training,
education, or experience; it should pay at least 60% of your pre-disability base pay.


 


Physician


 


A doctor of medicine (M.D.) or a doctor of
osteopathy (D.O.) who is practicing within the scope of his or her license.


 


Plan


 


The SPX Corporation Executive Long-Term Disability
Plan.


 


19





















 


Plan Administrator


 


The Plan Administrator is SPX and is
responsible for the day-to-day functions and management of the Plan.


 


Pre-existing Condition


 


An injury, illness, or pregnancy for which an
employee, in the three months before coverage by this Plan:


 


•                  received
medical treatment, consultation, care, or services;


•                  took
prescription medications or had medications prescribed; or


•                  had symptoms or
conditions that would cause a reasonable person to seek diagnosis, care, or
treatment.


 


Rehabilitation Services Program


 


•                  a return to active work on either a part-time or
full-time basis in an attempt to gain employment in an occupation for which you are reasonably
qualified, taking into account training, education, experience, and past base pay, as approved by the Claims Administrator; or


•                  participation
in vocational training or physical therapy that the Claims Administrator determines appropriate.


 


Waiting Period


 


The 26-week period of continuous disability before benefits will be paid by
this Plan.


 


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