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Amd. And Rest. Def. Comp. Plan For Udi

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Exhibit 10.27


Effective as of May 24, 2001, SPX Corporation ("SPX") acquired United Dominion Industries Limited ("UDI"). UDI, on behalf of itself and its Subsidiaries and Affiliates which have adopted the Plan (UDI and its adopting Subsidiaries and Affiliates being hereinafter referred to collectively as the "Company"), hereby amends and restates the United Dominion Industries, Inc. Deferred Compensation Plan (the "Plan") effective as of May 24, 2001.

Article I


1.01 Administrative Committee shall mean the SPX Corporation Retirement and Welfare Plan Administrative Committee.

1.02 Account Balance shall mean the combined balance of the Benefit Accounts for Retirement Deferrals and Short-Term Deferrals.

1.03 Adoption Agreement shall mean a written agreement between a Participant and the Company whereby a Participant agrees to defer a portion of such Participant's Compensation pursuant to the provisions of the Plan and the Company agrees to make benefit payments in accordance with the provisions of the Plan. The Adoption Agreement shall include and incorporate a deferral Withholding Request form and the Adoption Agreement will be effective as of the date the Participant enrolls in the Plan.

1.04 Beneficiary shall mean any person, persons or entities designated by a Participant to receive benefits hereunder upon the death of such Participant.

1.05 Benefit Account(s) shall mean the account(s) maintained on the books of the Company for each Participant pursuant to Section 5.01 hereof.

1.06 Company shall mean collectively UDI and the Subsidiaries and Affiliates of UDI which may have adopted the Plan.

1.07 Compass Plan shall mean the United Dominion Industries, Inc. Compass Plan which is a defined contribution plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended.

1.08 Compensation shall mean the total amount of all remuneration payable by the Company to a Participant for services rendered to the Company before any reduction under the Compass Plan or under a cafeteria plan within the meaning of Section 125 of the Internal Revenue Code of 1986, as amended. Compensation shall not include expense reimbursements, credits made by the Company under this Plan, payments made by the Company for group

insurance, hospitalization and like benefits, or contributions made by the Company under any other employee benefit plan the Company maintains. Any deferred compensation benefit payments under this Plan shall not be deemed salary or other compensation to the Participant eligible for computation of benefits to which a Participant may be entitled under the pension plan, profit-sharing plan, defined benefit plan, defined contribution plan or other qualified retirement plans of the Company in which such Participant participates. The deferred compensation benefit payments payable by the Company to a Participant pursuant to this Plan shall be treated as taxable income to the Participant.

1.09 Deferral Period shall mean the period of time during which Compensation is being deferred pursuant to a Participant's Adoption Agreement and Article III of the Plan.

1.10 Determination Date shall mean the last date of the Plan Year.

1.11 Interest Yield shall mean, with respect to a Plan Year, the interest rate applicable for such Plan Year established by the Administrative Committee. The interest rate for Short-Term Deferrals may differ from the interest rate for Retirement Deferrals.

1.12 Key Employees shall mean employees of the Company who are performing services for the Company and who are designated as a Key Employee by the Administrative Committee. A person designated as a Key Employee shall remain so until such designation is revoked by the Administrative Committee, in its sole discretion.

1.13 Participant shall mean a Key Employee designated by the Administrative Committee to be eligible to participate in the Plan and who has completed an Adoption Agreement accepted by the Administrative Committee as evidenced by an authorized signature.

1.14 Plan Entry Date shall mean January 1 of each Plan Year.

1.15 Plan Year shall mean the twelve-month period on which the Plan records are kept, which shall begin on January 1 and end on December 31.

1.16 Retirement Deferral shall mean the Stated Deferral designated as Retirement Deferral on the Withholding Request Form as elected by the Participant.

1.17 Short-Term Deferral shall mean the Stated Deferral designated as Short-Term Deferral on the Withholding Request Form as elected by the Participant.

1.18 Stated Deferral shall mean the amount of Compensation a Participant agrees to defer as designated on the Withholding Request Form.

1.19 Subsidiary(s) and Affiliate(s) shall mean any corporation or other entity during any period while it is, together with UDI, a member of the same controlled group of corporations or an affiliated service group under common control (within the meaning of Section 414(b), (c) or (m) of the Internal Revenue Code of 1986, as amended.)

1.20 Successor Company shall mean any company designated as such by the Company in the Company's sole and exclusive discretion by reason of such company's purchasing a


business unit of the Company and one or more Key Employees transferring employment to such company in connection with such transaction.

1.21 Termination of Employment shall mean the Participant's ceasing to be employed by the Company or, if applicable, a Successor Company for any reason except death.

1.22 Withholding Request Form shall mean a written document signed by the Participant, whereby the Participant designates the amount of the Stated Deferral to be made, including Retirement Deferrals and Short-Term Deferrals, and designates the payout date for Short-Term Deferrals consistent with option made available to the Participant by the Administrative Committee from time to time.

Article II

Eligibility and Participation

2.01 Participation. Effective as of December 31, 2001, each individual who became a Participant on or before such date shall continue to be a Participant to the extent provided herein. On or after January 1, 2002, no individual may become a Participant in the Plan.

2.02 Failure of Eligibility. A Participant shall cease to be eligible to participate in the Plan upon Termination of Employment or, if earlier, upon revocation by the Administrative Committee of the Participant's status as a Key Employee. A person who ceases to be eligible to participate in the Plan during a Deferral Period will have no further right to defer Compensation hereunder. However, the employment of a Participant shall not be deemed to be terminated by reason of an approved leave of absence granted in accordance with uniform rules applied in a non-discriminatory manner or employment by a Successor Company.

Article III

Participant Compensation Deferral

3.01 Deferrals. Effective as of December 31, 2001, no additional deferrals may be made under or to the Plan.

Article IV

Insurance Contracts and Company Contributions

4.01 Insurance and Annuity Contracts. The Company, in its sole discretion, may apply for and procure as owner and for its own benefit insurance and annuities on the life of a Participant in such amounts and in such forms as the Company may choose. The Participant shall have no interest whatsoever in any such policy or policies, but at the request of the Company, shall submit to medical examinations and shall accurately and truthfully supply such information and execute such documents as may be required by the insurance company or companies to which the Company has applied for insurance. Any insurance policy and annuity acquired by or held by the Company in connection with the liabilities assumed by it pursuant to the Plan shall not be deemed to be held under any trust for the benefit of the Participant, the


Participant's beneficiary or estate, or to be security for the performance of the obligations of the Company but shall be, and remain, a general, unpledged and unrestricted asset of the Company.

4.02 Company Credits. For each Plan Year, the Company may, in its sole discretion, make a credit to each Participant's Benefit Account in a dollar amount equal to the amount of reduced matching contributions that would have been contributed by the Company to the Compass Plan if the Participant had not d
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