Edgar Filing: HUBBELL INC

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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HUBBELL INCORPORATED
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement)

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[HUBBELL LOGO]

HUBBELL INCORPORATED
584 Derby Milford Road, Orange, Connecticut 06477-4024
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 6, 2002
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TO THE SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of Shareholders of
Hubbell Incorporated (the "Company") will be held at the Hyatt Dorado Beach
Resort & Country Club, Route 693, Dorado, Puerto Rico 00646, on Monday, May 6,
2002 at 9:00 A.M. local time for the purpose of considering and acting upon the
following proposals:

1. Election of Directors of the Company for the ensuing year, to serve
until the next Annual Meeting of Shareholders of the Company and until
their respective successors have been duly elected and qualified.

The following persons have been designated by the Board of Directors
for nomination as Directors:

E. Richard Brooks Malcolm Wallop Joel S. Hoffman
George W. Edwards, Jr. Daniel J. Meyer G. Jackson Ratcliffe
Andrew McNally IV Timothy H. Powers

2. The ratification of the selection of independent accountants to
examine the annual financial statements for the Company for the year
2002.

3. The transaction of such other business as may properly come before
the meeting and any adjournments thereof.

Accompanying this Notice of Annual Meeting is a form of proxy and a proxy
statement. Copies of the Company's Annual Report for the year ended December 31,
2001 have been mailed under separate cover to all shareholders.
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IMPORTANT: IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING.
THEREFORE, PLEASE FILL IN, DATE, AND SIGN THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE. NO STAMP IS NECESSARY IF MAILED IN THE UNITED
STATES.

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The Board of Directors has fixed the close of business on March 8, 2002 as
the record date for the determination of shareholders entitled to notice of and
to vote at such meeting and any adjournments thereof. The transfer books will
not be closed.

By order of the Board of Directors

RICHARD W. DAVIES
Vice President,
General Counsel and
Secretary

Dated: March 19, 2002

HUBBELL INCORPORATED

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 2002
------------------

The accompanying proxy is solicited by and on behalf of the Board of
Directors of Hubbell Incorporated, a Connecticut corporation (the "Company"), to
be voted at its Annual Meeting of Shareholders to be held at the Hyatt Dorado
Beach Resort & Country Club, Route 693, Dorado, Puerto Rico 00646, on Monday,
May 6, 2002, and any adjournments thereof. Commencing on or about April 1, 2002,
copies of this Proxy Statement and the proxy form are being mailed to all
shareholders. Copies of the Company's Annual Report for the year 2001 have been
mailed under separate cover to all shareholders.

Any shareholder executing a proxy may revoke it at any time prior to its
use. The Company will treat any duly executed proxy as not revoked until it
receives a duly executed instrument revoking it, or a duly executed proxy
bearing a later date or, in the case of death or incapacity of the person
executing the same, written notice thereof. A proxy also may be revoked by
voting by ballot at the annual meeting.

VOTING RIGHTS AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The record date for the determination of shareholders entitled to vote at
the meeting is the close of business on March 8, 2002. On March 8, 2002, the
Company had outstanding 9,671,623 shares of Class A Common Stock, par value $.01
per share, and 49,287,822 shares of Class B Common Stock, par value $.01 per
share, and no other voting securities. Each share of Class A Common Stock is
entitled to twenty votes and each share of Class B Common Stock is entitled to
one vote. The vote required for each proposal to be acted upon at this meeting
is set forth in the description of that proposal.

The following table sets forth as of March 8, 2002, or such other date as
indicated in the table or the notes thereto, each of the persons known to the
Company to own beneficially shares representing more than 5% of any class of the
Company's outstanding voting securities, with the percent of class stated
therein being based upon the outstanding shares on March 8, 2002.

AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS

Class A Common Stock Andrew McNally IV, G. J. Ratcliffe, 2,734,240(1)(2)(4) 28.27%
and John A. Urquhart, as trustees
under a Trust Indenture dated
September 2, 1957 made by Louie E.
Roche (the "Roche Trust"), c/o
Hubbell Incorporated, 584 Derby
Milford Road, Orange, Connecticut
06477

AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS

Class A Common Stock Andrew McNally IV, G. J. Ratcliffe, 1,855,840(2)(3)(4) 19.19%
and John A. Urquhart, as trustees
under a Trust Indenture dated
August 23, 1957 made by Harvey
Hubbell (the "Hubbell Trust"), c/o
Hubbell Incorporated, 584 Derby
Milford Road, Orange, Connecticut
06477
Class B Common Stock T. Rowe Price Associates, Inc. and 3,714,452(5) 7.54
T. Rowe Price Equity Income
Fund, Inc.,
100 E. Pratt Street,
Baltimore, Maryland 21202
Class B Common Stock Capital Research and Management 5,185,000(6) 10.52
Company and The Income Fund of
America, Inc.,
333 South Hope Street,
Los Angeles, California 90071

---------------

(1) The beneficiaries of such trust are the issue of Harvey Hubbell and
their spouses.

(2) The Trust Indenture requires that, so long as no bank or trust company
is acting as a trustee, there shall be three individuals acting as trustees,
each of whom, so long as any securities of the Company are held by the trust,
must be an officer or Director of the Company. The Trust Indenture provides that
successor trustees are to be appointed by the trustees then in office. The
trustees have shared voting and investment power with respect to the securities
of the Company held in such trust.

(3) The beneficiaries of such trust are the issue of Harvey Hubbell.

(4) In addition, Messrs. McNally, Ratcliffe, and Urquhart beneficially own
shares of the Company's Common Stock. Mr. Ratcliffe holds unexercised options
for the purchase of the Company's Class B Common Stock and is a Trustee of the
Harvey Hubbell Foundation which owns 106,304 shares of Class A Common Stock and
29,358 shares of Class B Common Stock. (See "Election of Directors" and table
captioned "Aggregated Options/SAR Exercises During 2001 Fiscal Year and Fiscal
Year-End Option/SAR Values".)

(5) The Company has received a copy of Schedule 13G as filed with the
Securities and Exchange Commission ("SEC") by T. Rowe Price Associates, Inc.
("Price Associates") and T. Rowe Price Equity Income Fund, Inc. ("Price Equity")
reporting ownership of these shares as of December 31, 2001. As reported in said
Schedule 13G, Price Associates has sole voting power for 815,000 of such shares
and sole dispositive power for 3,714,452 of such shares, and Price Equity has
sole voting power for 2,491,000 of such shares.

(6) The Company has received a copy of Schedule 13G as filed with the SEC
by Capital Research and Management Company ("Capital Research") and The Income
Fund of America, Inc. ("Income Fund")

reporting ownership of these shares as of December 31, 2001. As reported in said
Schedule 13G, Capital Research has sole dispositive power for all of such
shares, as to which it has disclaimed beneficial ownership and Income Fund has
sole voting power for 2,580,000 of such shares.

------------------

The following table sets forth as of March 8, 2002, the equity securities
of the Company beneficially owned by each of the Directors and named executive
officers of the Company, and by all Directors and executive officers of the
Company as a group (13 persons):

AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
NAME TITLE OF CLASS OWNERSHIP(1) CLASS

E. Richard Brooks.................... Class A Common 688(2) 0.01%
George W. Edwards, Jr. .............. Class A Common 1,000(2) 0.01
Class B Common 156(2) --
Joel S. Hoffman...................... Class A Common 3,040(2) 0.03
Class B Common 552(2) --
Andrew McNally IV.................... Class A Common 4,590,080(2)(3) 47.46
Class B Common 13,512(2) 0.03
Daniel J. Meyer...................... Class B Common 726(2) --
G. Jackson Ratcliffe................. Class A Common 4,820,672(3)(4) 49.84
Class B Common 854,594(5) 1.73
John A. Urquhart..................... Class A Common 4,590,080(2)(3) 47.46
Class B Common 3,226(2) 0.01
Malcolm Wallop....................... Class B Common 100(2) --
Timothy H. Powers.................... Class A Common 106,304(4) 1.10
Class B Common 70,358(5) 0.14
Harry B. Rowell, Jr. ................ Class A Common 62,607 0.65
Class B Common 404,317 0.82
Richard W. Davies.................... Class A Common 130,698(4) 1.35
Class B Common 136,731(5) 0.28
James H. Biggart..................... Class A Common 4,703 0.05
Class B Common 77,168 0.16
All Directors and executive officers
as a group......................... Class A Common 4,917,104(2)(3)(4) 50.84
Class B Common 1,502,724(2)(5) 3.05

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(1) The figures in the table and notes thereto represent beneficial ownership
and sole voting and investment power except where indicated and include the
following shares of Class B Common Stock obtainable within sixty days of
March 8, 2002 by the exercise of stock options pursuant to the Company's
1973 Stock Option Plan for Key Employees (the "1973 Plan"): Mr.
Powers -- 40,000 shares, Mr. Ratcliffe -- 649,530 shares, Mr.
Rowell -- 315,920 shares, Mr. Davies -- 82,290 shares, and Mr.
Biggart -- 66,950 shares; and all executive officers as a group -- 1,154,690
shares.

(2) Does not include share units (each share unit consisting of one share each
of Class A Common Stock and Class B Common Stock) credited to and held under
the Company's deferred compensation program for

Directors who are not employees of the Company, as discussed below under
"Compensation of Directors". As of March 8, 2002, the following share units
have been credited under the deferred compensation program: Mr.
Brooks -- 3,498 share units; Mr. Edwards -- 9,071 share units; Mr.
Hoffman -- 11,564 share units; Mr. McNally -- 23,893 share units; Mr.
Meyer -- 8,034 share units; Mr. Urquhart -- 1,497 share units; and Mr.
Wallop -- 1,988 share units.

(3) Includes 2,734,240 shares of Class A Common Stock owned by the Roche Trust
of which Messrs. McNally, Ratcliffe, and Urquhart are co-trustees and have
shared voting and investment power; and 1,855,840 shares of Class A Common
Stock owned by the Hubbell Trust of which Messrs. McNally, Ratcliffe, and
Urquhart are co-trustees and have shared voting and investment power.

(4) Includes 106,304 shares of Class A Common Stock held by the Harvey Hubbell
Foundation of which Messrs. Ratcliffe, Powers and Davies are co-trustees and
have shared voting and investment power.

(5) Includes 29,358 shares of Class B Common Stock held by the Harvey Hubbell
Foundation of which Messrs. Ratcliffe, Powers and Davies are co-trustees and
have shared voting and investment power.

ELECTION OF DIRECTORS

The Company's By-Laws provide that the Board of Directors shall consist of
not less than three nor more than eleven Directors who shall be elected annually
by the shareholders. The Board has fixed the number of Directors at eight as of
the May 6, 2002 Annual Meeting of Shareholders, and the following persons are
proposed as Directors of the Company to hold office until the next Annual
Meeting of Shareholders and until their respective successors have been duly
elected and qualified. In the event that any of the nominees for Directors
should become unavailable, it is intended that the shares represented by the
proxies will be voted for such substitute nominees as may be nominated by the
Board of Directors, unless the number of Directors constituting a full Board of
Directors is reduced. Directors are elected by plurality vote. Abstentions and
broker non-votes will not be counted for the purposes of the election of
Directors. Mr. Urquhart is retiring as a Director of the Company after serving
the Company's shareholders in that capacity since 1991.

YEAR FIRST
BECAME A
NAME AGE(1) PRINCIPAL OCCUPATION DIRECTOR

G. Jackson Ratcliffe........... 65 Chairman of the Board and retired President 1980
and Chief Executive Officer of the Company.
Director of Praxair, Inc., Olin Corporation,
Sunoco, Inc., and the Barnes Group, Inc.
Timothy H. Powers.............. 53 President and Chief Executive Officer of the 2001
Company.
E. Richard Brooks.............. 64 Retired Chairman and Chief Executive Officer 1993
of Central and South West Corporation (utility
holding company). Director of American
Electric Power Company, Inc.
George W. Edwards, Jr. ........ 62 Retired President and Chief Executive Officer 1990
of The Kansas City Southern Railway Company
(railroad). Chairman of the Board and a
Director of El Paso Electric Company.

YEAR FIRST
BECAME A
NAME AGE(1) PRINCIPAL OCCUPATION DIRECTOR

Joel S. Hoffman................ 63 Retired Partner of Simpson Thacher & Bartlett, 1989
a New York City law firm.
Andrew McNally IV.............. 62 Retired Chairman and Chief Executive Officer 1980
of Rand McNally & Company (printing,
publishing and map-making). Senior principal
of Hammond, Kennedy, Whitney & Company, Inc.
and a partner of River Road Capital Partners
(merchant banking); and a director of
Reinhold Industries, Inc.
Daniel J. Meyer................ 65 Retired Chairman of the Board and Chief 1989
Executive Officer of Milacron Inc. (plastics
processing systems and services and metal
cutting process products and services).
Director of Milacron Inc., Broadwing, Inc.,
The E. W. Scripps Company, and AK Steel
Holding Corporation.
Malcolm Wallop................. 69 Chairman of Frontiers of Freedom Institute 1995
(non-profit foundation). Director of El Paso
Energy Corporation, El Paso Energy Partners
and Sheridan State Bank.

---------------

(1) As of March 8, 2002.

Each of the individuals was elected as a Director by the shareholders of
the Company except Mr. Powers. During the five years ended December 31, 2001,
each of the Directors, other than Mr. Powers, has either been retired or held
the principal occupation set forth above opposite his name. Mr. Powers was
elected President and Chief Executive Officer of the Company, effective July 1,
2001. From September 21, 1998 through June 30, 2001, he was Senior Vice
President and Chief Financial Officer of the Company, and prior to September 21,
1998 was Executive Vice President, Finance and Business Development, Americas
Region, Asea Brown Boveri.

Messrs. Brooks, Hoffman, Meyer, and Wallop serve as members of the Audit
Committee, with Mr. Meyer as Chairman. The Audit Committee, which consists of
members who are "independent" as defined in the New York Stock Exchange listing
standards, met five times in 2001. The Audit Committee recommends to the Board
of Directors of the Company the appointment of independent accountants to serve
as auditors for the following year, subject to ratification by the shareholders
at the Annual Meeting; meets periodically with the independent accountants,
internal auditors, and appropriate personnel responsible for the management of
the Company and subsidiary companies concerning the adequacy of internal
controls and the objectivity of the financial reporting of the Company; and
reviews and approves the scope of the audit and fees for audit and non-audit
services performed by the independent accountants. The independent accountants
and the Company's internal auditors each meet alone with the Audit Committee and
have access at any time to the Audit Committee.

Messrs. Brooks, Edwards, Hoffman, and Ratcliffe serve as members of the
Executive Committee, with Mr. Ratcliffe as Chairman. The Executive Committee,
which did not meet in 2001, exercises, during the intervals between the meetings
of the Board of Directors, all the powers of the Board of Directors in the

management of the business, properties and affairs of the Company, except
certain powers enumerated in the By-Laws of the Company.

Messrs. Edwards, McNally, Urquhart, and Wallop serve as members of the
Compensation Committee, with Mr. Edwards as Chairman. The Compensation
Committee, which met two times in 2001, is charged with the duties of
recommending to the Board of Directors the remuneration (salary plus additional
compensation and benefits) of the Chief Executive Officer and, after
consultation with him, the remuneration of all other corporate officers;
reviewing the remuneration for senior executives; approving stock option grants;
recommending (for approval) to the Board of Directors pension changes, and other
significant benefits or perquisites; reviewing the existing senior executive
resources of the Company and the plans for the development of qualified
candidates, and reporting to the Board of Directors annually; recommending to
the Board of Directors (for approval) changes proposed by the Chief Executive
Officer pertaining to organization structure or appointment of the Company's
officers; and conducting annually with the Chief Executive Officer an appraisal
of the performance of the Chief Executive Officer and reviewing the latter's
appraisal of the performance of the other members of the Company's key
management group.

Messrs. Brooks, McNally, Meyer, Ratcliffe, Urquhart, and Wallop serve as
members of the Finance Committee, with Mr. McNally as Chairman. The Finance
Committee, which met two times in 2001, recommends to the Board of Directors of
the Company proposals concerning long and short-term financing, material
divestments and acquisitions, cash and stock dividend policies, programs to
repurchase the Company's stock, stock splits, and other proposed changes in the
Company's capital structure; periodically reviews the Company's capital
expenditure policy and recommends changes to the Board of Directors, where
appropriate, and, when requested by the Board of Directors, reviews and makes
recommendations to the Board of Directors with respect to proposals concerning
major capital expenditures and leasing arrangements; reviews annually the
Company's insurance programs and their adequacy to protect against major losses
and liabilities; reviews and monitors the administration and asset management of
the Company's employee benefit plans, including the selection of investment and
other advisors, the allocation of assets between fixed income and equity, and
the performance of plan investment managers; and reviews and monitors the
administration of the Company's cash and investment portfolios, including the
Company's investment guideline policies.

The Board of Directors does not have a nominating committee. This function
is performed by the Board of Directors as a whole. The Company's By-Laws contain
time limitations, procedures and requirements relating to shareholder
nominations of Directors. Any shareholder who intends to bring before an annual
meeting of shareholders any nomination for Director shall deliver written notice
to the Secretary of the Company setting forth specified information with respect
to the shareholder and additional information as would be required under SEC
regulations for a proxy statement used to solicit proxies for such nominee. In
general, the notice must be delivered not less than seventy days nor more than
ninety days prior to the first anniversary of the preceding year's annual
meeting.

Six meetings of the Board of Directors of the Company were held during the
year ended December 31, 2001.

EXECUTIVE COMPENSATION

CASH AND OTHER FORMS OF COMPENSATION

The following table sets forth the aggregate cash and other compensation
paid or accrued by the Company for services rendered in all capacities to the
Company and its subsidiaries to the Company's Chief Executive Officer and the
four other most highly compensated executive officers of the Company for the
three fiscal years ended December 31, 2001.

SUMMARY COMPENSATION TABLE

LONG
TERM
COMPEN-
ANNUAL COMPENSATION SATION
----------------------------- -----------
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
COMPEN- OPTIONS/ COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) SATION SARS SATION(2)
--------------------------- ---- ------ -------- ------- ---------- ---------

T. H. Powers(3)................... 2001 $477,600 $280,000 $ 7,965 250,000 $30,972
President and Chief Executive 2000 387,600 210,000 8,797 74,000 -0-
Officer 1999 380,000 123,500 8,903 53,000 45,000

G.J. Ratcliffe(4)................. 2001 380,000 -0- 11,147 -0- 69,336
Chairman of the Board and former 2000 744,000 627,000 17,910 250,000 60,836
President and Chief Executive 1999 714,000 390,000 18,672 200,000 55,640
Officer

H. B. Rowell(5)................... 2001 312,000 -0- 5,402 -0- 3,836
Executive Vice President 2000 408,000 180,000 6,006 93,000 3,836
1999 400,000 185,000 13,116 93,000 4,140

R. W. Davies...................... 2001 234,000 118,500(6) 4,083 29,000 3,836
Vice President, General 2000 229,500 105,000 3,674 25,000 3,836
Counsel and Secretary 1999 225,000 50,000 6,572 20,000 4,140

J. H. Biggart..................... 2001 163,400 40,900 3,628 24,000 3,836
Vice President and 2000 160,250 61,300 3,076 20,000 3,836
Treasurer 1999 157,100 42,500 6,047 17,000 4,140

---------------
(1) Other than with respect to Mr. Davies, reflects bonus earned during fiscal
year under the Company's incentive compensation plans. Does not reflect a
payment of $313,500 to Mr. Ratcliffe in connection with his retirement (See
"Employment Agreements/Retirement Arrangements".)

(2) Includes (a) premiums under the Company's supplemental medical plan which
provides for reimbursement of certain medical expenses not covered by the
Company's group insurance policy, (b) Director and Board committee fees for
(i) Mr. Ratcliffe of $65,500 in 2001, $57,000 in 2000, and $51,500 in 1999
and (ii) Mr. Powers of $27,137 in 2001, and (c) an amount paid in 1999 to
Mr. Powers in connection with Mr. Powers joining the Company.

(3) Elected as of July 1, 2001; previously, he was Senior Vice President and
Chief Financial Officer of the Company.

(4) Retired as President and Chief Executive Officer, effective July 1, 2001.

(5) Retired effective October 1, 2001.

(6) Includes a bonus in the amount of $58,500 earned during the fiscal year
under the Company's incentive compensation plan, and a merit bonus in the
amount of $60,000 earned during the fiscal year.

OPTIONS/SAR GRANTS DURING 2001 FISCAL YEAR

The following table provides information on option grants in fiscal 2001 to
the named executive officers of the Company.

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------- VALUE AT
NUMBER OF PERCENT OF ASSUMED ANNUAL
SECURITIES TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS EXERCISE APPRECIATION FOR
OPTIONS/ GRANTED TO OR BASE OPTION TERM
SARS EMPLOYEES PRICE EXPIRATION -----------------------
NAME GRANTED(1) IN FISCAL YEAR ($/SHARE) DATE 5%(2) 10%(2)
---- ---------- -------------- --------- ---------- ----- ------

T. H. Powers........... 150,000 10.76% $27.81 12/03/11 $2,628,045 $6,632,685
100,000 7.2 30.74 6/06/11 1,936,620 4,887,660
G. J. Ratcliffe........ -0- -- -- -- -0- -0-
H. B. Rowell........... -0- -- -- -- -0- -0-
R. W. Davies........... 29,000 2.1 27.81 12/03/11 508,089 1,282,320
J.H. Biggart........... 24,000 1.7 27.81 12/03/11 420,488 1,061,230

---------------
(1) Non-qualified options to acquire shares of Class B Common Stock of the
Company were granted on December 4, 2001 (June 7, 2001 as to 100,000 shares
for Mr. Powers) at 100% of the fair market value of the Class B Common Stock
on the date of grant. No portion of the option is exercisable before the
third anniversary of the date of grant; on the third anniversary of the date
of grant the option becomes fully exercisable. The exercise price of an
option may be paid in cash or in shares of either the Company's Class A
Common Stock or Class B Common Stock, or a combination thereof. The 1973
Plan provides for the acceleration of all options (other than incentive
stock options granted on or after January 1, 1987) in the event of a "Change
of Control" as defined in the 1973 Plan. In the event of a Change of
Control, all participants who are officers, and any other participants who
are designated by the Compensation Committee, would have the right to
surrender their then exercisable options, including those accelerated within
the thirty-day period following the Change of Control and to receive in cash
the amount by which the highest closing price within the sixty days
preceding the Change of Control of the common stock underlying the option
exceeds the option price for such common stock.

(2) The potential realizable value illustrates value that might be realized upon
exercise of the options immediately prior to the expiration of their
ten-year term, assuming the specified compounded rates of appreciation on
the Company's Class B Common Stock over the term of the options. These
numbers do not take into account provisions of the options providing for
cancellation of the option following termination of employment,
nontransferability, or the vesting provisions described in footnote (1)
above.

AGGREGATED OPTIONS/SAR EXERCISES DURING 2001 FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

The following table provides information on stock option exercises in
fiscal 2001 by the named executive officers of the Company and the value of such
officers' unexercised stock options at December 31, 2001. All outstanding stock
options and stock option exercises are in shares of the Company's Class B Common
Stock.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
SHARES FISCAL YEAR-END AT FISCAL YEAR-END
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------

T. H. Powers............. 0 $ -- 40,000 377,000 $ -0- $ 681,036
G. J. Ratcliffe.......... 0 -- 649,530 450,000 589,548 1,541,300
H. B. Rowell............. 30,870 138,607 315,920 186,000 242,332 605,430
R. W. Davies............. 8,820 61,961 82,290 74,000 106,587 199,660
J. H. Biggart............ 7,717 48,505 66,950 61,000 78,466 162,708

PENSION PLANS

The Company has in effect a non-contributory defined benefit retirement
plan for salaried employees ("Basic Plan") and a supplemental executive
retirement plan ("SERP") which is an unfunded plan. Pension benefits are earned
under both the Basic Plan and the SERP. The annual benefits under the Basic Plan
are calculated as 1.50% of final compensation per year of total Company service,
which includes both basic compensation and bonuses, reduced by 1.50% of primary
social security benefit per year of service. SERP benefits are calculated as 6%
of final total compensation (basic compensation and bonuses as reflected in the
Salary and Bonus columns under the Summary Compensation Table on page 8 hereof)
per year of SERP service up to a maximum of 60%, offset by benefits payable
under the Basic Plan. Except as otherwise provided for certain SERP participants
who have entered into Continuity Agreements with the Company (as referred to
below, in Continuity Agreements, Severance Policy, and Change of Control
Provisions) no SERP benefit is payable if a participant terminates employment
prior to age 55 with less than 10 years of SERP service. The following table
illustrates annual pension benefits pursuant to the SERP (which is greater in
each instance than benefits payable under the Basic Plan) under the joint and
survivor annuity form upon retirement at age 65 to executive officers in the
specified salary classifications:

TOTAL PENSION (ON 3 HIGHEST IN LAST 10 YEARS)
--------------------------------------------- ANNUAL BENEFIT FOR YEARS OF SERVICE INDICATED(1)(2)
AVERAGE ANNUAL -----------------------------------------------------
COMPENSATION 5 YRS. 10 YRS. 15 YRS. 20 YRS.
-------------- ------ ------- ------- -------

$ 200,000 $ 60,000 $120,000 $120,000 $120,000
400,000 120,000 240,000 240,000 240,000
600,000 180,000 360,000 360,000 360,000
800,000 240,000 480,000 480,000 480,000
1,000,000 300,000 600,000 600,000 600,000
1,200,000 360,000 720,000 720,000 720,000
1,400,000 420,000 840,000 840,000 840,000
1,600,000 480,000 960,000 960,000 960,000

---------------
(1) The estimated annual benefits are based upon the assumptions that the
individual will remain in the employ of the Company until age 65 and that
the plans will continue in their present form.

(2) Years of SERP Service at December 31, 2001 (July 1, 2001 for Mr. Ratcliffe
and October 1, 2001 for Mr. Rowell):

OFFICER SERVICE
------- -------

Mr. Powers................................... 3
Mr. Ratcliffe................................ 26
Mr. Rowell................................... 22
Mr. Davies................................... 19
Mr. Biggart.................................. 17

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The total direct compensation package for the Company's executives is made
up of three elements: base salary, a short-term incentive program in the form of
a discretionary, performance-based bonus, and long-term incentive program in the
form of stock options.

Total direct compensation for the Chief Executive Officer and the four
highest paid executive officers is based on the performance of the Company. The
Compensation Committee also reviews compensation data provided by outside
consultants. This data is provided for each element of the total direct
compensation package for comparable positions within (i) companies in our
industry of similar size, and (ii) companies in general industry of comparable
size and complexity.

The Compensation Committee believes that companies in our industry of
similar size provide limited comparison data and the use of a broader database,
including companies from general industry, ensure more accurate comparisons and
results.

Base salaries are determined by competitive data and individual levels of
responsibility. Target levels for bonuses and stock options for each executive
position are determined by competitive data; however, actual bonuses paid and
the number of stock options granted each executive are based upon the
achievement of Company financial and strategic plan goals which include factors
such as net sales, net income, cash flow and earnings per share.

In the past few years, the Company has adopted a more aggressive
incentive-pay-for-performance posture. During this period, the competitive
position, or emphasis, on base salaries has been lowered. Bonus and stock option
opportunities thereby represent a greater portion in the total direct
compensation package, enhancing the Company's goal of linking pay more directly
to financial performance.

While these comments are directed towards compensation for the Chief
Executive Officer and the four other highest paid executive officers, the
Compensation Committee employs similar procedures to determine the compensation
levels of other executives as well.

BASE SALARY

The Company defines its market competitive position for base salaries as
the 50th percentile. This represents a change over the years from a market
competitive position of the 60th percentile for base salaries. To determine the
salary for the Chief Executive Officer and the four highest paid executive
officers, the Compensation Committee reviewed projected year 2001 salary data
for companies within our industry and companies of comparable size and
complexity. Based upon this data, base salaries were established to approximate
the 50th percentile for comparable positions in companies both within our
industry and companies from general industry. For year 2001, the base salaries
of the Chief Executive Officer and the four other highest paid executive
officers were not increased over the prior year. Mr. Powers, however, upon his
promotion to President and Chief Executive Officer, effective July 1, 2001, did
receive an increase in base salary commensurate with his new position.

BONUS

Bonuses are paid pursuant to the Company's short-term incentive
compensation plan and the Senior Executive Incentive Compensation Plan (the
"Senior Executive Plan"). Under the incentive compensation plan as in effect
through 2001, 5% of the amount by which the Company's consolidated earnings, as
defined in the plan, for each fiscal year exceeds 10% of the invested capital
and long-term debt at the beginning of such fiscal year is allocated to a bonus
pool to be paid out to participating employees, including the executive
officers. Awards in varying amounts may be made from the pool at the discretion
of the Compensation Committee. Under the Senior Executive Plan, awards may be
made based on performance goals including a percentage of the bonus pool
described above. Awards under the Senior Executive Plan may only be reduced by
the Compensation Committee.

To establish target levels for executive officers' bonus awards, the
Compensation Committee uses data provided by outside consultants for comparable
positions at companies within our industry and companies from general industry
with comparable performance characteristics such as cash flow, return on net
sales and return on equity.

In determining the year 2001 bonus award for each executive officer, the
Compensation Committee's primary focus was the review of the year 2001 business
plan with regard to net sales, pre-tax profit, cash flow, and earnings per
share, compared to actual results. The Compensation Committee recognized the
success the Company has had in achieving non-financial goals in the Company's
acquisition and restructuring programs, and in making strategic plan decisions,
which are expected to result in long-term growth and benefit the shareholders.
As noted, however, the Compensation Committee gave greater consideration to
short-term results. The Company fell short in achieving all of year 2001's
financial objectives and, as a result, the year 2001 bonuses of the executive
officers, including the Chief Executive Officer, were below target levels.

For the year 2001, the Compensation Committee had designated Mr. Ratcliffe
as the sole participant in the Senior Executive Plan and established his
objective performance goal by designating that a percentage of the short-term
incentive compensation plan pool be paid to Mr. Ratcliffe. Since Mr. Ratcliffe
retired as President and Chief Executive Officer, effective July 1, 2001, he was
not eligible for a bonus for 2001.

At a meeting held on March 5, 2002, the Board of Directors of the Company,
acting on the recommendation of the Compensation Committee of the Board of
Directors, terminated the Company's short-term incentive compensation plan,
effective retroactively to January 1, 2002. In its place, the Board of Directors
adopted a new short-term incentive compensation plan, effective January 1, 2002
which plan contains many of the provisions of the former plan but which plan
provides for the funding of bonus payments from the net assets of the Company.

STOCK OPTIONS

The Compensation Committee believes that the holding of Company stock
represents a unity of interest between executives and shareholders. In
determining target levels for stock option grants for each senior executive, the
Compensation Committee reviews data provided by an outside consultant. The data
provided is on comparable position pay levels at companies of comparable size in
financial performance and complexity. The actual number of stock option grants
for each executive officer is based upon the financial performance of the
Company, both in the short- and long-term. The Compensation Committee reviewed
year 2001 net sales, pre-tax profit, cash flow and earnings per share. The
Compensation Committee also reviewed long-term
13

strategic plans which will position the Company for greater growth. In
determining awards of stock option grants, the Compensation Committee does not
consider the executive officer's unexercised stock option grants.

In considering levels of stock option grants for the five highest paid
executive officers, the primary focus was to link the executives' long-term
compensation to the success of the Company's long-term strategic plans. The
Compensation Committee recognized that while short-term financial goals have not
been met, the Company has positioned itself for long-term growth which will
benefit shareholders. As a result, the number of shares awarded under the year
2001 stock option grants to certain of the executive officers, including the
Chief Executive Officer, increased over the prior year's level.

GENERAL MATTERS

Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code")
limits to $1 million annually the amount that can be deducted by a publicly held
corporation for compensation paid to any of its top five executives (as
indicated in the Summary Compensation Table for that year), unless the
compensation in excess of $1 million is performance based or meets certain other
conditions. Payments under the Senior Executive Plan and options granted under
the 1973 Plan with an exercise price of at least fair market value are intended
to qualify as performance based compensation exempt from the limitations of
Section 162(m) of the Code. Payments under the short-term incentive compensation
plans are not intended to qualify as performance based compensation and may be
subject to the $1 million deductibility limitation of Section 162(m) of the
Code.

The Compensation Committee believes that the total direct compensation
package consisting of base salary, bonus, and stock options, is appropriate for
the Company's executive officers and other executives, on the basis of
competitive practice, along with the Company's performance against established
short- and long-term financial performance goals.

Compensation Committee
George W. Edwards, Jr.,
Chairman
Andrew McNally IV
John A. Urquhart
Malcolm Wallop

CORPORATE PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on the
Company's Class B Common Stock during the five fiscal years ended December 31,
2001 with a cumulative total return on the (i) Standard & Poor's MidCap 400
("S&P MidCap"), and (ii) Hubbell Self-Constructed Peer Group Index ("HI Peer
Group"). The comparison assumes $100 was invested on January 1, 1997 in the
Company's Class B Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.

The HI Peer Group consists of corporations whose businesses are
representative of the Company's business segments and, therefore, serves as a
base for comparing total return to shareholders. The companies that comprise the
HI Peer Group are (a) Cooper Industries, Inc., (b) Emerson Electric Co., (c)
Thomas & Betts Corporation, (d) National Service Industries, Inc., and (e)
Woodhead Industries, Inc. The HI Peer Group has been weighted in accordance with
each corporation's market capitalization (closing stock price multiplied by the
number of shares outstanding) as of the beginning of each of the five years
covered by the
14

performance graph. The weighted return for each year was calculated by assuming
the products obtained by multiplying (a) the percentage that each corporation's
market capitalization represents of the total market capitalization for all
corporations in the index for each such year by (b) the total shareholder return
for that corporation for such year.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG HUBBELL, S&P MIDCAP 400, AND HI PEER GROUP

[LINE GRAPH]

--------------------------------------------------------------------------------
1997 1998 1999 2000 2001
--------------------------------------------------------------------------------

Hubbell
Incorporated 100.00 127.29 105.88 78.57 79.27 94.03
S&P MidCap 400 100.00 132.25 157.53 180.72 212.36 196.43
HI Peer Group 100.00 119.31 124.70 116.40 152.84 115.67

EMPLOYMENT AGREEMENTS/RETIREMENT ARRANGEMENTS

The Company had agreed to employ Mr. Ratcliffe for a three-year period and
Mr. Rowell for a two-year period at the respective salaries (effective January
1, 2001) of $760,000 and $416,000 per annum. The Agreements were automatically
extended on a daily basis until notice of termination is given. In 1998, the
Company gave notice under the Agreement to Mr. Ratcliffe that his employment
agreement would terminate on May 15, 2001, and in the year 2000, the Company
gave notice under the Agreement to Mr. Rowell that his employment agreement
would terminate on July 7, 2002. Mr. Ratcliffe retired on July 1, 2001, and Mr.
Rowell retired on October 1, 2001. The Agreements provide that upon termination
of the respective Executive's employment (other than for cause), or if the
Executive terminates his employment for certain reasons, he is entitled to
receive the present value (discounted at 120% of the short term federal rate) of
the amounts which would be received over the remainder of the term of the
Agreement if he received during that

period an annual amount equal to the sum of (i) his current base salary and (ii)
the average of the most recent bonuses that he received for the three prior
fiscal years of the Company. In addition, Executive would be entitled for the
remainder of the employment term to (i) various medical and health plans, (ii)
death and accidental death benefits, (iii) office, secretarial and other
benefits afforded to senior executives and (iv) continued participation in the
SERP.

As a result of Mr. Ratcliffe's retirement, with the consent of the Company,
as President and Chief Executive Officer, Mr. Ratcliffe will receive (a) annual
benefit payments pursuant to the SERP of $816,688; (b) post-retirement death
benefit coverage of $2,280,000, which will be reduced annually by 5% until the
benefit is reduced to a final amount of $1,140,000; (c) an accidental death and
dismemberment benefit in the amount of $150,000; (d) consulting fee of $10,000
per month for three years; (e) a lump sum payment of $313,500; (f) his Company
automobile; (g) use of an office and secretarial support for three years; (h)
extension of the exercise period of the options granted to him from 1995 through
1998 until their respective original option expiration dates; (i) treatment as a
"Covered Retiree" for purposes of the Company's supplemental medical plan, and
(j) a retirement benefit under the Company's retirement plan for directors as
described under "Compensation of Directors".

As a result of Mr. Rowell's retirement, with the consent of the Company, as
Executive Vice President, Mr. Rowell will receive: (a) annual benefit payments
pursuant to the SERP (with the early retirement reduction factors waived) of
$393,939; (b) post-retirement death benefit coverage of $1,248,000, which will
be reduced annually by 5% until the benefit is reduced to a final amount of
$624,000; (c) an accidental death and dismemberment benefit in the amount of
$150,000; (d) a present value lump sum payment of $654,376, representing the
balance of the term of his employment agreement plus three months; (e) his
Company automobile; (f) $150,228 representing miscellaneous benefits set forth
in his employment agreement, such as office and secretarial support; (g) a lump
sum payment of $10,000 and (h) treatment as a "Covered Retiree" for purposes of
the Company's supplemental medical plan.

CONTINUITY AGREEMENTS, SEVERANCE POLICY AND CHANGE OF CONTROL PROVISIONS

Continuity Agreements. The Company has entered into agreements (the
"Continuity Agreements") with the executive officers (other than Mr. Ratcliffe)
named in the Summary Compensation Table providing severance benefits in the
event of a termination of employment in the circumstances described below
following certain "change in control" events, as defined in the Continuity
Agreements. The Continuity Agreements were effective as of December 27, 1999
through December 27, 2001. Thereafter, the Continuity Agreements automatically
extend for additional one-year periods unless notice is given to the contrary by
the Company at least 180 days prior to the renewal date. No such notice has been
given. Unless previously terminated as described above, in the event of any
change in control, the Continuity Agreements will remain in effect until the
second anniversary thereof.

Severance benefits under the Continuity Agreements become payable in the
event that, following (or, in certain circumstances, in anticipation of) a
change in control, the executive is terminated without "cause" (generally
defined to include (a) continued and willful failure to perform the executive's
duties after receipt of a written demand to perform, (b) gross misconduct
materially and demonstrably injurious to the Company and (c) conviction of, or
plea of nolo contendere to, a felony) or the executive terminates employment for
"good reason" (generally defined to include (a) material and adverse changes in
the executive's duties and
16

responsibilities, (b) reduction in cash compensation or failure to annually
increase base salary, (c) relocation of the executive's workplace and (d) any
election by the executive to terminate employment during a thirty-day period
following the first anniversary of the change in control. The benefits payable
under the agreements include (i) a lump sum amount equal to three times the sum
of the executive's annual base salary and annual bonus (as calculated under the
Continuity Agreements), (ii) continuation of certain of the executive's
perquisites for a period of 36 months after termination, (iii) a pro-rated
portion of the executive's annual target bonus for the year in which termination
occurs, (iv) enhanced benefits under the Company's SERP, (v) outplacement
services at a cost to the Company not exceeding 15% of the executive's annual
base salary, (vi) medical, dental and life insurance coverage for up to 36
months after termination, and (vii) all other accrued or vested benefits to
which the executive is entitled under benefit plans in which the executive is
participating (offset by any corresponding benefits under the Continuity
Agreements). In addition, the executive is entitled to a gross-up payment from
the Company to cover any excise taxes (and any income taxes on the gross-up
amount) imposed on these severance payments and benefits as a result of their
being paid and provided in connection with a change in control, unless the total
value of such payments and benefits is less than $50,000 higher than the
greatest amount which could be paid without being subject to excise taxes (in
which event such payments and benefits will be reduced by the amount of the
excess). The Continuity Agreements do not affect the rights of an executive
under any employment agreement to which the executive may be a party immediately
prior to a change in control (including the agreements referred to above under
"Employment Agreements"), but payment of benefits thereunder will reduce any
corresponding benefit under an executive's Continuity Agreement.

Severance Policy and Change of Control Provisions. The Company has a
severance policy which covers corporate officers and other individuals. The
policy provides that if an eligible individual's employment is terminated (other
than for cause), or if the eligible individual terminates his employment for any
of the reasons noted below within three years after the occurrence of certain
"Change of Control" events, he is entitled to receive the present value
(discounted at 120% of the short term federal rate) of the severance amounts
provided under the policy. The formula in the case of corporate officers is
based upon eight weeks of base salary continuation for each full year of
service, subject to a minimum of 26 weeks and a maximum of 104 weeks, with the
formula amount reduced to 67% and 33% thereof, respectively, if termination
occurs in the second and third year following the Change of Control event. In
addition, upon such termination of employment, the eligible individual would be
entitled to (a) a bonus of no less than his target bonus for the year in which
the Change of Control occurs, pro rated for the number of months to such
termination, and (b) for the period the base salary would have been continued
even though paid as a lump sum (i) various medical and health plans, and (ii)
death and accidental death benefits. The reasons for which the eligible
individual may terminate his employment include: diminution in his authority,
reduction in his compensation level, relocation or adverse modification of his
benefits under bonus, benefit or similar plans.

The 1973 Plan provides for the acceleration of all options (other than
incentive stock options granted on or after January 1, 1987) in the event of a
"Change of Control" as defined in the 1973 Plan. (See footnote (1) to the table
captioned "Options/SAR Grants During 2001 Fiscal Year.") In the event that a
1973 Plan participant retires (whether or not a Change of Control has occurred)
with the consent of the Company, the Compensation Committee may, in its
discretion, extend the exercise period of the participant's exercisable option
to the date on which the option would expire in the event that the participant
had continued to be employed by the Company.
17

Certain provisions of the SERP do not take effect until the occurrence of
certain "Change of Control" events. Among others, provisions in the SERP
providing for (i) the suspension, reduction or termination of benefits in cases
of gross misconduct by a participant (as determined in the sole discretion of
the Compensation Committee); (ii) the forfeiture of benefits if a retired
participant engages in certain proscribed competitive activities; (iii) the
reduction in benefits upon the early retirement of a participant; and (iv) the
off-set of amounts which a participant may then owe the Company against amounts
then owing the participant under the SERP, are automatically deleted upon the
occurrence of a Change of Control event. In addition, neither a participant's
years of service with the Company (as calculated for the purpose of determining
eligibility for benefits under the SERP), nor benefits accrued under the SERP
prior to the Change of Control event, may be reduced after the occurrence of a
Change of Control event. If a participant's employment is terminated after a
Change of Control, unless the participant elects to receive a distribution of
benefits under the SERP in installment payments, the participant will receive
payment of his benefits in one lump sum (utilizing actuarial assumptions
established in the SERP) within 10 days after termination. The SERP requires the
Company, upon a Change of Control, to establish a grantor trust for the purpose
of holding assets in respect of the Company's obligations to make payments to
participants.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16 of the
Securities Exchange Act of 1934 requires the Company's directors and executive
officers to file reports of ownership and changes to ownership of the Company's
stock. To the best of the Company's knowledge, all required forms were filed on
time with the Securities and Exchange Commission, except that, due to a Company
oversight, a Form 4 filing by the former Executive Vice President and Chief
Operating Officer relating to the exercise of stock options in June, 2001, was
not timely filed.

COMPENSATION OF DIRECTORS

Each Director receives $40,000 (plus an additional $3,000 for serving as a
committee chairman) per year compensation from the Company plus $1,500 for each
board and board committee meeting (including meetings concerning nominations and
management succession planning) attended, together with the expenses, if any, of
such attendance. Directors also receive $1,500 for each rendition of consulting
services otherwise than as part of a board or committee meeting. No such
consulting services were rendered during 2001. The Company and all current
Directors (other than Messrs. Powers and Ratcliffe) have entered into an
agreement to defer receipt of all or a portion of such fees pursuant to a
deferred compensation agreement providing for payment of the fees in stock units
(each stock unit consisting of one share each of the Company's Class A Common
Stock and Class B Common Stock), subject to certain terms and conditions of the
Deferred Compensation Plan under which the fees are deferred, upon their
termination of service as Directors of the Company. Dividend equivalents are
paid on the stock units and are converted into additional stock units. Certain
provisions of the deferred compensation program do not take effect until the
occurrence of certain "Change of Control" events, as defined in the plan. After
the occurrence of a Change of Control event, the plan may not be amended without
the prior written consent of an affected participant and no termination of the
plan shall have the effect of reducing any benefits accrued under the plan prior
to such termination. Further, in the event of a Change of Control, any stock
unit credited to a Director's account shall be immediately converted into a
right to receive cash and shall thereafter be treated in all respects as part of
such Director's cash account. Following a Change of Control, unless a Director
has already confirmed his election to receive installment payments, the cash
account will be paid out in one lump sum on the earlier to occur of (x) the 30th
day after the date the Director retires or otherwise
18

separates from service with the Board, if such retirement or separation occurs
after January 1 but before November 1 of any calendar year and (y) the January 1
of the year following the Director's retirement or separation from service. In
addition, in the event that any Directors confirm their elections to receive
payment of their cash and/or stock unit accounts in installment payments, the
Company will establish a grantor trust for the purpose of holding assets in
respect of the Company's obligations to make payments, after a Change of
Control, to any Directors who elect to receive installment payments.

The Company also has a retirement plan for Directors who are not employees
or officers of the Company and who do not qualify to receive a retirement
benefit under any pension plan of the Company or its subsidiaries ("Eligible
Directors"). Under this plan, an Eligible Director retiring at or after age 70
with at least ten years of service as a Director is paid annually for life an
amount equal to (i) his Base Retainer (as defined below), (ii) an additional 10%
of the Base Retainer, and (iii) any additional amounts paid for service as
Committee Chairman. A retiring Eligible Director who had reached age 70 and had
served for at least five but less than ten years as a Director would be entitled
to a reduced amount equal to 50% of his Base Retainer, plus 10% of such Base
Retainer for each year of service beyond five years up to a maximum of nine
years. An Eligible Director who retires prior to age 70 with five or more years
of service as a Director receives a retirement benefit commencing at age 70
calculated as described above on the basis of his Base Retainer in effect during
the calendar year immediately preceding his actual retirement date. The plan
also provides that a Director who was a retiree of the Company whether or not
qualified for a retirement benefit under any pension plan of the Company but who
had at least five years of service as a Director subsequent to such retirement
is entitled to a retirement benefit under the plan at a reduced amount equal to
25% of the Base Retainer. Except as otherwise provided in the event of a Change
of Control, benefits payable under this plan are not funded but are paid out of
the general funds of the Company. Director contributions to this plan are not
permitted. Certain provisions of the retirement plan do not take effect until
the occurrence of certain "Change of Control" events, as defined in the plan.
Among others, provisions in the plan providing for (i) the suspension, reduction
or termination of benefits in cases of gross misconduct by a participant (as
determined in the sole discretion of the Compensation Committee); and (ii) the
forfeiture of benefits if a retired participant engages in certain proscribed
competitive activities, are automatically deleted upon the occurrence of a
Change of Control event. In addition, in the event of a Change of Control, if
thereafter a Director retires or otherwise separates from service with the Board
(or already has), unless the Director otherwise elects to receive installment
payments, the Director's benefit payable under the retirement plan will be paid
out in one lump sum (utilizing actuarial assumptions established in the plan) on
the 30th day after the later to occur of (x) the date the Change of Control is
consummated and (y) the date the Director retires or otherwise separates from
service. For purposes of the plan, the term "Base Retainer" is defined as the
annual retainer in effect during the calendar year immediately preceding the
year in which the Director retires. The plan requires the Company to establish a
grantor trust for the purpose of holding assets in respect of the Company's
obligations to make payments, after a Change of Control, to any Directors who
elect to receive installment payments.

MATTERS RELATING TO DIRECTORS

Mr. Hoffman, a Director of the Company, retired as a partner of the law
firm of Simpson Thacher & Bartlett on December 31, 1999, but remained of
Counsel. Simpson Thacher & Bartlett rendered legal services to the Company
during the fiscal year ended December 31, 2001.

RATIFICATION OF THE SELECTION OF AND
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

GENERAL

The selection of independent accountants to examine the financial
statements of the Company made available or transmitted to shareholders and
filed with the SEC for the year 2002 is to be submitted to the meeting for
ratification or rejection. PricewaterhouseCoopers LLP, 300 Atlantic Street,
Stamford, Connecticut, has been selected by the Board of Directors of the
Company to examine such financial statements.

PricewaterhouseCoopers LLP have been independent accountants of the Company
for many years. The Company has been advised that a representative of
PricewaterhouseCoopers LLP will attend the Annual Meeting to respond to
appropriate questions and will be afforded the opportunity to make a statement
if the representative so desires.

The aggregate fees billed for professional services provided by
PricewaterhouseCoopers LLP to the Company and its subsidiaries for the year
ended December 31, 2001, were as follows:

- Audit Fees -- $697,400

- Financial Information Systems Design and Implementation Fees -- $0

- All Other Fees -- $1,470,710 (principally for acquisition due diligence
and tax compliance services)

The Audit Committee considered whether the rendering of non-audit services
by PricewaterhouseCoopers LLP to the Company is compatible with maintaining
their independence.

If the proposal to ratify the selection of PricewaterhouseCoopers LLP is
not approved by the shareholders, or if prior to the 2003 Annual Meeting,
PricewaterhouseCoopers LLP declines to act or otherwise becomes incapable of
acting, or if its employment is discontinued by the Board of Directors, then the
Board of Directors will appoint other independent accountants whose employment
for any period subsequent to the 2003 Annual Meeting will be subject to
ratification by the shareholders at that meeting.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is comprised of independent
Directors functioning in accordance with a written charter (the "Charter")
adopted and approved by the Board of Directors in May, 2000, which Charter is
reviewed annually by the Audit Committee. As provided in the Charter, the Audit
Committee assists the Company's Directors in fulfilling their responsibilities
relating to corporate accounting, the quality and integrity of the Company's
financial reports, and the Company's reporting practices. The functions of the
Audit Committee are further described elsewhere in this proxy statement (see
page 6 hereof.)

In connection with the discharge of its responsibilities, the Audit
Committee has taken a number of actions, including, but not limited to, the
following:

- the Audit Committee reviewed and discussed with management and the
independent accountants the Company's audited financial statements;

- the Audit Committee discussed with the independent accountants the
matters required to be discussed by Statement on Auditing Standards No.
61 (Communication with Audit Committees); and

- the Audit Committee received from the independent accountants the written
disclosures and letter required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), discussed their
independence with them and satisfied itself as to the independence of the
independent accountants.

Based on the foregoing reviews and discussions, the Audit Committee
recommended to the Company's Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001 for filing with the SEC.

AUDIT COMMITTEE
Daniel J. Meyer, Chairman
E. Richard Brooks
Joel S. Hoffman
Malcolm Wallop

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP.

GENERAL

The expense of this solicitation is to be borne by the Company. The Company
may also reimburse persons holding shares in their names or in the names of
their nominees for their expenses in sending proxies and proxy material to their
principals. The Company has retained D. F. King & Co., Inc. to assist in the
solicitation of proxies, at an estimated cost of $7,500, plus reasonable
expenses.

Unless otherwise directed, the persons named in the accompanying form of
proxy intend to vote all proxies received by them in favor of (i) the election
of the nominees to the Board named herein, and (ii) the ratification of the
selection of independent accountants. All proxies will be voted as specified.

Management does not intend to present any business at the meeting other
than that set forth in the accompanying Notice of Annual Meeting, and it has no
information that others will do so. If other matters requiring the vote of the
shareholders properly come before the meeting and any adjournments thereof, it
is the intention of the persons named in the accompanying form of proxy to vote
the proxies held by them in accordance with their judgment on such matters.

SHAREHOLDER PROPOSALS FOR THE
2003 ANNUAL MEETING

Shareholder proposals for inclusion in the proxy materials related to the
2003 Annual Meeting of Shareholders must be received by the Company no later
than December 2, 2002. Any shareholder proposal not intended to be included in
the proxy materials related to the 2002 Annual Meeting of Shareholders must be
received by the Company no later than February 27, 2003 or else management of
the Company will retain discretion to vote proxies received for that meeting in
their discretion with respect to such proposal.

By Order of the Board of
Directors

HUBBELL
INCORPORATED

Orange, Connecticut
March 19, 2002

HUBBELL INCORPORATED

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 6, 2002
(FOR SHARES OF CLASS A COMMON STOCK)

PROXY

The undersigned hereby appoints each of G. J. RATCLIFFE and RICHARD W.
DAVIES as proxies of the undersigned, with full power of substitution, to vote
the shares of the undersigned in Hubbell Incorporated at the annual meeting of
its shareholders and at any adjournment thereof upon the matters set forth in
the notice of meeting and Proxy Statement dated March 19, 2002 and upon all
other matters properly coming before said meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS AND FOR PROPOSAL (2)
UNLESS A CONTRARY SPECIFICATION IS MADE, IN WHICH CASE IT WILL BE VOTED IN
ACCORDANCE WITH SUCH SPECIFICATION.

PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN THIS PROXY IN
THE ACCOMPANYING ENVELOPE.

(Continued and to be signed on the other side.)

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~ FOLD AND DETACH HERE ~

YOUR VOTE IS IMPORTANT!

YOU CAN VOTE IN ONE OF THREE WAYS:

1. Mark, sign and date your proxy card and return it promptly in the
enclosed envelope.

2. Call TOLL FREE 1-800-435-6710 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this
call.

3. Vote by Internet at our Internet Address: http://www.eproxy.com/hub

PLEASE VOTE

Please mark [X]
your votes
as this

FOR SHARES OF CLASS A COMMON STOCK

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN PROPOSAL 1, AND FOR PROPOSAL 2.

PROPOSAL 1 - ELECTION OF DIRECTORS

01 G. RATCLIFFE, 02 E. BROOKS, 03 G. EDWARDS, 04 J. HOFFMAN,
05 A. McNALLY IV, 06 D. MEYER, 07 T. POWERS, 08 M. WALLOP

FOR all nominees listed above, WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees listed above.

[ ] [ ]

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)

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FOR AGAINST ABSTAIN

PROPOSAL 2 - Ratification of the selection [ ] [ ] [ ]
of PricewaterhouseCoopers LLP as independent
accountants for the year 2002.

By checking the box to the right, I consent to future access of the [ ]
Company's Annual Report, Proxy Statement, prospectuses and other
communications electronically via the Internet. I understand that the
Company may no longer distribute printed materials to me for any
shareholder meeting until such consent is revoked. I understand that I
may revoke this consent at any time by contacting the Company's Common
Stock Registrar and Transfer Agent, Mellon Investor Services LLC, Post
Office Box 3316, South Hackensack, NJ 07076-3316. I further understand
that the costs normally associated with electronic access, such as
usage and telephone charges, will be my responsibility.

Signature(s) Date
------------------------------------------------- ------------
NOTE: Please sign exactly as your name or names appear hereon. Persons signing
in a representative capacity should indicate their capacity.

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~ FOLD AND DETACH HERE ~

VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

INTERNET
http://www.eproxy.com/hub

Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.

TELEPHONE
1-800-435-6710

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.

MAIL

Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.

IF YOU SUBMIT YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.

HUBBELL INCORPORATED

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 6, 2002
(FOR SHARES OF CLASS B COMMON STOCK)

PROXY

PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN THIS PROXY IN
THE ACCOMPANYING ENVELOPE.

(Continued and to be signed on the other side.)

--------------------------------------------------------------------------------
~ FOLD AND DETACH HERE ~

YOUR VOTE IS IMPORTANT!

YOU CAN VOTE IN ONE OF THREE WAYS:

1. Mark, sign and date your proxy card and return it promptly in the
enclosed envelope.

2. Call TOLL FREE 1-800-435-6710 on a Touch Tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this
call.

3. Vote by Internet at our Internet Address: http://www.eproxy.com/hub

PLEASE VOTE

Please mark [X]
your votes
as this

FOR SHARES OF CLASS B COMMON STOCK

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN PROPOSAL 1, AND FOR PROPOSAL 2.

PROPOSAL 1 - ELECTION OF DIRECTORS

01 G. RATCLIFFE, 02 E. BROOKS, 03 G. EDWARDS, 04 J. HOFFMAN,
05 A. McNALLY IV, 06 D. MEYER, 07 T. POWERS, 08 M. WALLOP

FOR all nominees listed above, WITHHOLD AUTHORITY
(except as marked to the contrary below). to vote for all nominees listed above.

[ ] [ ]

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)

--------------------------------------------------------------------------------

FOR AGAINST ABSTAIN

PROPOSAL 2 - Ratification of the selection [ ] [ ] [ ]
of PricewaterhouseCoopers LLP as independent
accountants for the year 2002.

--------------------------------------------------------------------------------
~ FOLD AND DETACH HERE ~

VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

INTERNET
http://www.eproxy.com/hub

TELEPHONE
1-800-435-6710

MAIL

Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.

IF YOU SUBMIT YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.