HUBBELL INC — Director's Dealing 2009

Jan 7, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2009-01-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-05	Class A Common ($.01 Par)	M	2431	—	Acquired	2431	Direct
2009-01-05	Class B Common ($.01 Par)	M	62375	—	Acquired	77687	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-05	Directors Deferred Compensation Stock Units	$	M	33261.174	Disposed	2009-01-05	Class A and Class B Common Stock (33261.174)	Direct

Footnotes

F1: 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.

F2: 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 December 30, 2008, the third business day prior to the transaction date as provided for in Hubbell's Deferred Compensation Plan for Directors.