HUBBELL INC — Director's Dealing 2012

Dec 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2012-12-26

Reporting Person: Malloy John F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-26	Directors Deferred Compensation Stock Units	$	A	3.397	Acquired		Class A and Class B Common Stock (3.397)	Direct
2012-12-26	Director Deferred Restricted Class B Share Units	$	A	7.643	Acquired		Class B Common Stock (7.643)	Direct

Footnotes

F1: Each Director Deferred Compensation Stock Unit consists of one share each of Class A and Class B Common Stock credited as units under Hubbell's Deferred Compensation Plan for Directors, as amended and restated.

F2: Deferred Units are payable commencing six monhs following the reporting person's retirement or separation from the Board.

F3: Unit price consisting of the closing price of one share each of Class A and Class B Common Stock.

F4: Each Director Deferred Restricted Class B Share Unit is the economic equivalent of one share of Class B Common stock. The Director Deferred Restricted Class B Share Units vest on the date of the next regularly scheduled Annual Meeting of Shareholders to be held in 2013. Vested Director Deferred Class B Share Units will continue to be deferred until payout. Director Deferred Class B Share Units are payable commencing six months following the reporting person's retirement or separation from the Board.

F5: Unit price consisting of the closing price of one share of Class B Common Stock.