Exhibit 10.7


 


Amendment
to Change of Control Agreement


 


This
shall constitute an amendment (the “Amendment”) to the Change of Control
agreement dated November 20, 2008 (the “Agreement”) between J. Michael
Whitted (the “Executive”) and SPX Corporation pursuant to Section 9 of the
Agreement, and shall be effective July 22, 2009.


 


WHEREAS,
the parties wish to amend the Agreement to reflect the Executive’s
participation in the Supplemental Retirement Plan for Top Management;


 


NOW,
THEREFORE, the parties agree as follows:


 


 


1.             Section 3(d)(iv) of
the Agreement shall be superseded and replaced in its entirety by the following
provision:


 


“(iv)        The failure by the Company to continue in effect the
Company’s Pension Plan, Retirement Savings Plan, Supplemental Retirement
Savings Plan, Supplemental Retirement Plan for Top Management, Executive Bonus
Plan, Stock Compensation Plan, any plans substituted for the above adopted
prior to the Change of Control, or any other of the Company’s employee benefit
plans, policies, practices or arrangements in which you participate, unless an
equitable arrangement (embodied in an ongoing substitute or alternative plan)
to provide similar benefits has been made with respect to such plan(s); or the
failure by the Company to continue your participation therein (or in such
substitute or alternative plan) on substantially the same basis, both in terms
of the amount of benefits provided and the level of your participation relative
to other participants, as existed as of the time of the Change of Control;”


 


2.             Section 4(a)(v) of
the Agreement shall be superseded and replaced in its entirety by the following
provision:


 


“(v)         Any and all other cash earned through the Date of
Termination and deferred at your election or pursuant to any deferred compensation
plan then in effect, including your accrued benefit under the SPX Corporation
Supplemental Retirement Plan for Top Management;”


 

















 


3.             Section 4(b)(v) of
the Agreement shall be superseded and replaced in its entirety by the following
provision:


 


“(v)         Under the
Company’s Supplemental Retirement Savings Plan (the ‘SRSP’), you will receive a
cash lump sum payment of the full balance (vested and unvested) of your
Pre-2005 Account (as defined in the SRSP). 
In addition, under the Company’s Pension Plan and Supplemental
Retirement Plan for Top Management, you will receive immediate full vesting as
of your Date of Termination and receive two (2) additional full years of
service credit for computing your accrued retirement benefit under both plans.
Further, in computing the accrued retirement benefits under both plans, two (2) years
will be added to your actual age, and the definition of ‘Final Average Pay’
(base and bonus) shall be the greater of (A) your highest three (3)-year
average or (B) the sum of your actual base salary in effect at your Date
of Termination plus the greatest of the bonus amounts described in parts (I), (II) and
(III) of subparagraph (ii), above, with the additional benefits, to the
extent not payable under the Pension Plan, to be paid as an additional benefit
under the Supplemental Retirement Plan for Top Management;”


 


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


 


	
  EXECUTIVE ACCEPTANCE

  	
   

  	
  SPX CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  J. Michael Whitted

  	
   

  	
  BY:

  	
  /s/
  Kevin L. Lilly

  
	
   

  	
   

  	
   

  	
  Kevin
  L. Lilly

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Senior
  Vice President, Secretary

  
	
   

  	
   

  	
   

  	
  and
  General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  July 22, 2009