HUBBELL INC — Director's Dealing 2012

Feb 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2012-02-07

Reporting Person: DAVIES RICHARD W (VP and General Counsel, Trustee of 10% Owner Trust)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Class B Common ($.01 Par)	M	55252	$29.275	Acquired	110430	Direct
2012-02-07	Class B Common ($.01 Par)	F	35699	$74.01	Disposed	74731	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-07	Stock Appreciation Right	$29.275	M	55252	Disposed	2018-12-01	Class B (55252)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common ($.01 Par)	2620	Indirect

Footnotes

F1: The shares withheld by the Issuer were calculated on the spread between the price of the SAR and the market price on the date the SAR was exercised. The payment of withholding taxes for the SAR that was exercised on this date was also included in this number.

F2: The reporting person disclaimed beneficial ownership of these securities, as noted on his Form 5 filed on January 24, 2007, since these shares are owned by his non-minor son. These shares were previously reported on Form 4s as Indirect ownership by the reporting person as custodian for his minor son under the UGMA of Connecticut.

F3: 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