HUBBELL INC — Director's Dealing 2009

Jan 14, 2009

SEC Form 4/A — Form 4/A

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2009-01-08

Reporting Person: MCNALLY ANDREW IV (Director, Trustee of 10% Owner Trust)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-08	Class A Common ($.01 Par)	M	2431	—	Acquired	2431	Direct
2009-01-08	Class B Common ($.01 Par)	M	62576	—	Acquired	77888	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-08	Directors Deferred Compensation Stock Units	$	M	33261.174	Disposed	2009-01-08	Class A and Class B Common Stock (33261.174)	Direct

Footnotes

F1: The Directors Deferred Compensation Plan provided for distributions on the fifth business day of January 2009, or January 8, 2009.

F2: Each deferred compensation share unit was the economic equivalent of one share of Class A Common Stock and one share of Class B Common Stock.

F3: The Directors Deferred Compensation Plan provided for distributions on the fifth business day of January 2009, or January 8, 2009. The Company originally and inadvertently reported distributions in the amount of 62,375 as being made on January 5, 2009 based on a conversion formula using the closing share price of the Class A and Class B shares as of December 30, 2008 (the third business day preceding the original misreported date of distribution) as described in footnote 4 below. The difference in closing share prices between Class A shares and Class B shares on January 5, 2009 (the third business day prior to actual distribution) and December 30, 2008 resulted in 201 additional Class B shares being reportable.

F4: Reflects distribution of deferred compensation share units, each of which was the economic equivalent of one share of Class A Common Stock and one share of Class B Common Stock. 2,431 of share units from prior to 7/7/88 are converted on a one for one basis of one share of Class A Common Stock and one share of Class B Common Stock for each share unit held, and the remainder of the share units were converted based on a formula equal to the sum of (a) one Class B share for each share unit held plus (b) the number of share units held multiplied by the closing price of the Class A shares and divided by the closing price of the Class B shares, both determined on January 5, 2009, the third business day prior to the transaction date as provided for in Hubbell's Deferred Compensation Plan for Directors.