HUBBELL INC — Director's Dealing 2014

Feb 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2014-02-13

Reporting Person: POWERS TIMOTHY H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-13	Class B Common ($.01 Par)	A	19004	$0.00	Acquired	273385	Direct
2014-02-13	Class B Common ($.01 Par)	F	8070	$119.50	Disposed	265315	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-14	Directors Deferred Compensation Stock Units	$	A	195.576	Acquired		Class A and B Common Stock (195.576)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common ($.01 Par)	500	Indirect
Class B Common ($.01 Par)	9500	Indirect

Footnotes

F1: Settlement of performance shares granted on December 6, 2010, which vested based on the Company's total shareholder return as compared to the total shareholder return of other companies in the S&P Mid-Cap 400 Index.

F2: Shares withheld for payment of taxes upon vesting of performance shares.

F3: 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.

F4: Deferred 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 each of Class A and Class B Common Stock.

F6: Includes 2.945 Directors Deferred Compensation Stock Units paid to the reporting person on December 13, 2013 pursuant to the dividend reinvestment provisions of the Hubbell Deferred Compensation Plan for Directors.