HUBBELL INC — Director's Dealing 2014

May 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2014-04-29

Reporting Person: TOLLEY WILLIAM T (Senior VP, Growth & Innovation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-29	Class B Common ($.01 Par)	M	14269	$46.96	Acquired	34328	Direct
2014-04-29	Class B Common ($.01 Par)	F	9446	$117.65	Disposed	24882	Direct
2014-04-30	Class B Common ($.01 Par)	S	4823	$117.3498	Disposed	20059	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-29	Stock Appreciation Right	$46.96	M	14269	Disposed	2019-12-07	Class B (14269)	Direct

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 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 purchased at each separate price within the range set forth in Footnote 2 to this Form 4.

F3: The average per share price for all the shares sold was $117.3498, with the lowest share price being $117.23 and the highest per share price being $117.46 per share.

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.