HUBBELL INC — Director's Dealing 2011

Dec 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2011-12-05

Reporting Person: TOLLEY WILLIAM T (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-05	Class B Common ($.01 Par)	M	24452	$44.31	Acquired	44047	Direct
2011-12-05	Class B Common ($.01 Par)	S	23935	$65.6366	Disposed	20112	Direct
2011-12-05	Class B Common ($.01 Par)	A	2326	$0.00	Acquired	22438	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-05	Employee Stock Option	$44.31	M	24452	Disposed	2013-12-01	Class B (24452)	Direct
2011-12-05	Stock Appreciation Right	$64.48	A	16274	Acquired	2021-12-05	Class B (16274)	Direct

Footnotes

F1: The reporting person undertakes to provide to Hubbell Incorporated, any security holder of Hubbell Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in Footnote 2 to this Form 4.

F2: The average per share price for all the shares sold was $65.6366, with the lowest per share price being $65.50 and the highest per share price being $65.99 per share.

F3: Restricted stock grant vests in three equal annual installments beginning on December 5, 2012.

F4: 33 1/3% on first anniversary date of grant; 33 1/3% on second anniversary date of grant; balance on third anniversary date of grant.

F5: The stock appreciation right vests and becomes exercisable in three equal annual installments beginning on December 5, 2012.