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: EDWARDS GEORGE W JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-05	Class B Common ($.01 Par)	M	31495	—	Acquired	33451	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-05	Directors Deferred Compensation Stock Units	$	M	16198.432	Disposed	2009-01-05	Class A and Class B Common Stock (16198.432)	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, based on a conversion formula equal to the sum of (a) one Class B share for each share unit held, plus (b) the number of share units 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.