HUBBELL INC — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2012-01-31

Reporting Person: POWERS TIMOTHY H (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Class B Common ($.01 Par)	M	20000	$47.95	Acquired	265262	Direct
2012-01-31	Class B Common ($.01 Par)	S	16060	$72.5175	Disposed	249202	Direct
2012-01-31	Class B Common ($.01 Par)	M	100319	$49.755	Acquired	349521	Direct
2012-01-31	Class B Common ($.01 Par)	F	81787	$72.69	Disposed	267734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Employee Stock Option	$47.95	M	20000	Disposed	2014-12-06	Class B (20000)	Direct
2012-01-31	Stock Appreciation Right	$49.755	M	100319	Disposed	2015-12-05	Class B (100319)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common ($.01 Par)	500	Indirect

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 $72.5175, with the lowest per share sale price being $72.17 per share and the highest per share sale price being $72.75 per share.

F3: 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.

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.