Exhibit 10.6


 


Schedule 


 


Following
is the Amendment to Change of Control Agreement to Conform Bonus Plan
References with Christopher J. Kearney.


 


Amendments
were also executed by each of the following executives.  Each Amendment is identical to the following
Amendment in all respects other than the parties thereto and the dates of
execution of the original agreement. 
Pursuant to Instruction 2 to Item 601 of Regulation S-K, only the
Agreement with Mr. Kearney is being filed, together with the following schedule
setting forth the names of the parties to the other Agreements together with
the date that the original agreement was entered into.


 




	
  Name

  	
   

  	
  Date of Original Agreement

  
	
   

  	
   

  	
   

  
	
  Robert
  B. Foreman

  	
   

  	
  dated
  May 10, 1999

  
	
  Thomas
  J. Riordan

  	
   

  	
  dated
  February 15, 1999

  
	
  Patrick
  O’Leary

  	
   

  	
  dated
  February 15, 1999

  






 


Amendment to
Change of Control Agreement


To Conform
Bonus Plan References


 


 


This shall constitute an amendment to the Change of Control agreement
dated February 15, 1999 (the “Agreement”) between Christopher J. Kearney
(the “Executive”) and SPX Corporation (“SPX”) pursuant to section 9 of the
Agreement, and shall be effective as the date set forth below.


 


WHEREAS, the Agreement contains multiple references to the Executive
EVA Incentive Compensation Plan (the “EVA Plan”);


 


WHEREAS, the EVA Plan has been discontinued and replaced by the 2005
Executive Bonus Plan (the “2005 Plan”); and


 


WHEREAS, the parties wish to conform the Agreement language to the
terminology contained in the 2005 Plan and any successor plans established in
subsequent years;


 


NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:


 





















 


1.             The reference to “Executive
EVA Incentive Compensation Plan” in Section 3(d)(iv) shall be
superceded and replaced by “Executive Bonus Plan.”


 


2.             Section 3(g) containing
the definition of “Earned Bonus Amount” states as follows:


 


(g)                                 Earned
Bonus Amount.  For any year for which
the Executive EVA Incentive Compensation Plan (the “EVA Plan”) is in effect
prior to the year during which a Change of Control occurs, your “Earned Bonus
Amount” means your Declared Bonus for that year (as determined under the EVA
Plan) multiplied by a fraction the numerator of which is your Bonus Award
Earned for that year (as determined under the EVA Plan) and the denominator of
which is your Available Bonus for that year (as determined under the EVA
Plan).  For the year during which a
Change of Control occurs and any subsequent year, your “Earned Bonus Amount”
means your Declared Bonus for that year (as determined under the EVA Plan).


 


Section 3(g) shall be superseded and replaced in its entirety
by the following provision:


 


(g)                                 Earned
Bonus Amount.  For any year for which
the Executive EVA Incentive Compensation Plan (the “EVA Plan”) is in effect
prior to the year during which a Change of Control occurs, your “Earned Bonus
Amount” means your Declared Bonus for that year (as determined under the
applicable EVA Plan).  For the year
during which a Change of Control occurs and any year in which the EVA Plan was
not in effect, your “Earned Bonus Amount” means your total potential bonus for
the year as determined under the 2005 Executive Bonus Plan or applicable
successor bonus plan (the “Bonus Plan”), according to the business performance
metric achieved, and prorated to reflect your length of service during the
Bonus Plan year.


 


3.             The reference to
the “EVA Plan” in Section 4(a)(ii) shall be superceded and replaced
by “Bonus Plan.”


 


4.             Section 4(b)(ii) regarding
Severance Benefits states as follows:


 


(ii)                                  (A) The
full amount of your individual Bonus Bank balance under the EVA Plan (or any
successor plan) and (B) an amount equal to three (3) times the
greatest of (I) the highest of your Earned Bonus Amounts for the three (3) years
immediately preceding the year in which the Date of Termination occurs (the “Year
of Termination”) or (II) your target bonus under the EVA Plan (or any successor
plan) for the Year of Termination or (III) your Earned Bonus Amount for the
Year of Termination, calculated as if the Date of Termination were the end of
that year for purposes of the EVA Plan;


 


Section 4(b)(ii) shall be superseded and replaced in its
entirety by the following provision:


 





















 


(i)                                     An amount equal to
three (3) times the greatest of (I) the highest of your Earned Bonus
Amounts for the three (3) years immediately preceding the year in which
the Date of Termination occurs (the “Year of Termination”) or (II) your target
bonus under the Bonus Plan for the Year of Termination or (III) your Earned
Bonus Amount for the Year of Termination, calculated as if the Date of
Termination were the end of that year for purposes of the Bonus Plan;


 


IN WITNESS WHEREOF,
the parties have executed this Amendment effective as of the date first above written.


 


 


	
  EXECUTIVE ACCEPTANCE

  	
   

  	
   

  	
    SPX
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Christopher J. Kearney

  	
   

  	
  By:

  	
   

  	
  /s/ Ross B. Bricker

  
	
  Christopher J. Kearney

  	
   

  	
   

  	
    Ross B. Bricker

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Its:

  	
  Senior Vice President, Secretary

  
	
   

  	
   

  	
   

  	
   

  	
  and General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Date:

  	
  December 21, 2005