HUBBELL INC, DEF 14A, 1994-03-25

HUBBELL INC
DEF 14A, 1994-03-25
ELECTRIC LIGHTING & WIRING EQUIPMENT

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<PAGE> 1

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. )

Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

HUBBEL INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

HUBBELL INCORPORATED
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

- --------------------------------------------------------------------------------
- ---------------
(1)Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2

[HUBBELL LOGO]

HUBBELL INCORPORATED
584 Derby Milford Road, Orange, Connecticut 06477-4024
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 2, 1994
- --------------------------------------------------------------------------------

TO THE SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of Shareholders of Hubbell
Incorporated (the "Company") will be held at the Adam's Mark Hotel, Fourth and
Chestnut, St. Louis, Missouri 63102, on Monday, May 2, 1994 at 9:00 A.M. local
time for the purpose of considering and acting upon the following:

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 may be elected and qualified.

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

<TABLE>
<S> <C> <C>
E. Richard Brooks Robert N. Flint Joel S. Hoffman
George W. Edwards, Jr. Daniel J. Meyer G. Jackson Ratcliffe
Andrew McNally IV Horace G. McDonell John A. Urquhart
</TABLE>

2. The ratification of the selection of independent accountants to
examine the annual financial statements for the Company for the year 1994.

3. An amendment to the Company's 1973 Stock Option Plan for Key
Employees (the "1973 Plan") to (a) increase the number of authorized but
unissued shares of the Company's Class B Common Stock issuable pursuant to
the 1973 Plan, (b) extend the period during which options under the 1973
Plan may be granted and (c) make various changes to ensure the
deductibility of compensation generated upon the exercise of stock options
and to permit "cashless" exercises of stock options.

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

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.
- --------------------------------------------------------------------------------
<PAGE> 3

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,
1993 have been mailed under separate cover to all shareholders.

The Board of Directors has fixed the close of business on March 18, 1994 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
Secretary

Dated: March 25, 1994
<PAGE> 4

HUBBELL INCORPORATED

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 1994
------------------

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 Adam's Mark
Hotel, Fourth and Chestnut, St. Louis, Missouri 63102, on Monday, May 2, 1994,
and any adjournments thereof. Commencing on or about March 25, 1994, copies of
this Proxy Statement and the proxy form are being mailed to all shareholders.
Copies of the Company's Annual Report for 1993 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 18, 1994. On March 18, 1994, the
Company had outstanding 5,883,861 shares of Class A Common Stock, par value $.01
per share, and 25,410,958 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 18, 1994, or such other date as
indicated in the table, 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 18, 1994.
<PAGE> 5

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
- ----------------------- ------------------- ----------- ---------
<S> <C> <C> <C>
Class A Common Stock Robert N. Flint, Andrew 1,367,120(1)(2)(4) 23.24%
McNally IV, and G. J.
Ratcliffe, 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, Con-
necticut 06477
Class A Common Stock Robert N. Flint, Andrew 927,920(2)(3)(4) 15.77
McNally IV, and G. J.
Ratcliffe, 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 Delaware Management Company, 1,761,800(5) 6.93
Inc. 1818 Market Street,
Philadelphia, Pennsylvania
19103
</TABLE>

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

(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 Virginia H. Leighton during her
life and thereafter the issue of Harvey Hubbell.

(4) In addition, Messrs. Flint, McNally and Ratcliffe beneficially own
shares of the Company's Common Stock. Mr. Ratcliffe holds unexercised options
for the purchase of the Company's Common Stock and is a Trustee of the Harvey
Hubbell Foundation which owns 53,152 shares of Class A Common Stock and 11,450
shares of Class B Common Stock. (See "Election of Directors" and table captioned
"Aggregated Options/SAR Exercises During 1993 Fiscal Year and Fiscal Year-End
Option/SAR Values".)

(5) The Company has received a copy of a Schedule 13G as filed with the
Securities and Exchange Commission ("SEC") by Delaware Management Company, Inc.
reporting ownership of these shares as of December 31, 1993. As reported in said
Schedule 13G, Delaware Management Company, Inc. has sole voting power for
1,235,400 of such shares, shared voting power for 16,000 of such shares, sole
dispositive power for 1,758,300 of such shares, and shared dispositive power for
3,500 of such shares.

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

2
<PAGE> 6

The following table sets forth as of March 18, 1994, 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 (14 persons):

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
NAME TITLE OF CLASS OWNERSHIP(1)(2) CLASS
- -------------------------------------- -------------- ----------------- -------
<S> <C> <C> <C>
E. Richard Brooks.................... -- -- --
George W. Edwards, Jr. .............. Class A Common 500 0.01%
Class B Common 51 --
Robert N. Flint...................... Class A Common 2,298,880(3)(4) 39.07
Class B Common 1,182 --
Joel S. Hoffman...................... Class A Common 1,141 0.02
Class B Common 146 --
Horace G. McDonell................... Class A Common 500 0.01
Class B Common 106 --
Andrew McNally IV.................... Class A Common 2,295,040(3) 39.01
Class B Common 5,104 0.02
Daniel J. Meyer...................... Class B Common 346 --
G. Jackson Ratcliffe................. Class A Common 2,410,336(3)(5) 40.97
Class B Common 147,748(6) 0.58
John A. Urquhart..................... Class B Common 870 --
Vincent R. Petrecca.................. Class A Common 51,330 0.87
Class B Common 77,113 0.30
Harry B. Rowell, Jr. ................ Class A Common 91,077(5) 1.55
Class B Common 73,882(6) 0.29
Thomas H. Pluff...................... Class A Common 4,555 0.08
Class B Common 15,192 0.06
Richard W. Davies.................... Class A Common 70,927(5) 1.21
Class B Common 32,106(6) 0.13
All Directors and executive officers
as a group......................... Class A Common 2,537,652(3)(5) 43.13
Class B Common 345,551(6) 1.36
</TABLE>

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

(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 obtainable within sixty days of March 18, 1994 by the
exercise of stock options pursuant to the Company's 1973 stock option plan:
Mr. Ratcliffe -- 85,101 shares of Class B Common, Mr. Petrecca -- 30,585
shares of Class A Common and 48,500 shares of Class B Common, Mr.
Rowell -- 20,200 shares of Class A Common and 40,508 shares of Class B
Common, Mr. Pluff -- 3,000 shares of Class A Common and 15,110 shares of
Class B Common, and Mr.

3
<PAGE> 7

Davies -- 8,500 shares of Class A Common and 11,906 shares of Class B
Common; all executive officers as a group -- 71,635 shares of Class A Common
Stock and 215,069 shares of Class B Common Stock.

(2) Does not include share units (each representing 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 18, 1994, the following stock units have been credited under the
deferred compensation program: Mr. Brooks -- 35; Mr. Edwards -- 695; Mr.
Flint -- 7,037; Mr. Hoffman -- 1,759; Mr. McDonell -- 3,148; Mr.
McNally -- 5,915; Mr. Meyer -- 445; and Mr. Urquhart -- 92.

(3) Includes 1,367,120 shares of Class A Common Stock owned by the Roche Trust
of which Messrs. Flint, McNally and Ratcliffe are co-trustees and have
shared voting and investment power; and 927,920 shares of Class A Common
Stock owned by the Hubbell Trust of which Messrs. Flint, McNally and
Ratcliffe are co-trustees and have shared voting and investment power.

(4) Due to a Company oversight, a Form 4 filing under Section 16(a) of the
Securities Exchange Act of 1934 for Mr. Flint during 1993 inadvertently
omitted the acquisition of thirty-nine shares through the Company's
voluntary dividend reinvestment plan which filing was subsequently amended.

(5) Includes 53,152 shares of Class A Common Stock held by the Harvey Hubbell
Foundation of which Messrs. Ratcliffe, Rowell and Davies are co-trustees and
have shared voting and investment power.

(6) Includes 11,450 shares of Class B Common Stock held by the Harvey Hubbell
Foundation of which Messrs. Ratcliffe, Rowell 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 nine, 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. The Directors will be elected by plurality
vote. Any shares represented but not voted (whether by abstention, broker
non-vote or otherwise) have no impact in the election of Directors except to the
extent that the failure to vote for an individual results in another individual
receiving a larger number of votes.

<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AGE(1) PRINCIPAL OCCUPATION DIRECTOR
------ ------- ---------------------------------------------- ----------
<S> <C> <C> <C>
G. Jackson Ratcliffe..... 57 Chairman of the Board, President and Chief 1980
Executive Officer of the Company. Director of
Aquarion Company, Praxair, Inc. and Olin
Corporation.
</TABLE>

4
<PAGE> 8

<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME AGE(1) PRINCIPAL OCCUPATION DIRECTOR
---- ------- ---------------------------------------------- ----------
<S> <C> <C> <C>
E. Richard Brooks........ 56 Chairman, President and Chief Executive 1993
Officer of Central and South West Corporation
(utility holding company).
George W. Edwards, 54 President and Chief Executive Officer of The 1990
Jr. ................... Kansas City Southern Railway Company
(railroad). Director and Executive Vice
President of Kansas City Southern
Industries, Inc., and Director of El Paso
Electric Company and Aquarion Company.
Robert N. Flint.......... 72 Retired Senior Vice President and Comptroller 1980
of American Telephone & Telegraph Company
(telecommunications).
Joel S. Hoffman.......... 55 Partner of Simpson Thacher and Bartlett, a New 1989
York City law firm.
Horace G. McDonell....... 65 Retired Chairman and Chief Executive Officer 1985
of The Perkin-Elmer Corporation (manufacturer
of diverse high technology products).
Director of Ethan Allen Interiors Inc.
Andrew McNally IV........ 54 Chairman and Chief Executive Officer of Rand 1980
McNally & Company (printing, publishing and
map-making). Director of Mercury Finance,
Walter Foster Publications, Allendale Mutual
Insurance Company, Probus Publishing Co.,
Latin American Discovery Fund, and Zenith
Electronics Corp.
Daniel J. Meyer.......... 57 Chairman of the Board and Chief Executive 1989
Officer of Cincinnati Milacron Inc. (factory
automation for metal working and plastics
processing). Director of Star Banc
Corporation and The E. W. Scripps Company.
John A. Urquhart......... 65 President of John A. Urquhart Associates 1991
(management consultant) and Vice Chairman and
a Director of Enron Corp. (natural gas
pipeline system). Director of Teco Energy,
Incorporated, a public utility holding
company, and its subsidiary, Tampa Electric
Company, Aquarion Company, and The Weir
Group plc.
</TABLE>

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

(1) As of March 18, 1994.

Each of the individuals was elected as a Director by the shareholders of
the Company, except Mr. Brooks.

5
<PAGE> 9

During the five years ended December 31, 1993, Messrs. Flint, Hoffman, and
McDonell have either been retired or held the principal occupation set forth
above opposite their names.

Mr. Ratcliffe has been Chairman of the Board since June 30, 1987, President
and Chief Executive Officer since January 1, 1988, and prior to those dates had
held various other offices.

Mr. Brooks has served as Chairman and Chief Executive Officer of Central
and South West Corporation since February, 1991, and as its President since
September, 1990. From January, 1990 to September, 1990, Mr. Brooks was Chief
Operating Officer and from June, 1987 to December, 1989, he was Executive Vice
President.

Mr. Edwards has served as President and Chief Executive Officer of The
Kansas City Southern Railway Company since April 1, 1991. He served as Chairman
of The United Illuminating Company from 1987 to 1991, as its Chief Executive
Officer from 1985-1991, and prior to those dates had held various other offices.

Mr. McNally has served as Chairman of the Board of Rand McNally & Company
since May, 1993, Chief Executive Officer since 1978, and President from 1974 to
May, 1993.

Mr. Meyer has served as Chief Executive Officer of Cincinnati Milacron Inc.
since 1990, and as its Chairman of the Board since January 1, 1991. From 1987 to
1991, Mr. Meyer was President, from 1987 to 1990, he was Chief Operating
Officer, and prior to those dates had held various other offices.

Mr. Urquhart has served as Vice Chairman of Enron since August 1, 1991. He
also served as Senior Vice President, General Electric Company Industrial &
Power Systems from 1986 until his retirement in 1990, and prior to that date had
held various other offices.

Messrs. Flint, Hoffman, McDonell, Meyer, and Urquhart serve as members of
the Audit Committee, with Mr. McDonell as Chairman. The Audit Committee, which
consists of Directors who are not employees of the Company, met two times in
1993. 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. Edwards, Hoffman, McDonell, and Ratcliffe serve as members of the
Executive Committee, with Mr. Ratcliffe as Chairman. The Executive Committee,
which did not meet in 1993, 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, Flint, McDonell and McNally IV serve as members of the
Compensation Committee, with Mr. Flint as Chairman. The Compensation Committee,
which met two times in 1993, is charged with the duties of recommending to the
Board of Directors the remuneration (salary plus additional compensation

6
<PAGE> 10

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, Flint, McNally, Meyer, Ratcliffe, and Urquhart serve as
members of the Finance Committee, with Mr. McNally as Chairman. The Finance
Committee, which met two times in 1993, 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 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 the annual
meeting of shareholders any nomination for Director shall deliver not less than
fifty days prior to the date of the meeting 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.

Five meetings of the Board of Directors of the Company were held during the
year ended December 31, 1993. During 1993, no Director attended fewer than 75%
of the aggregate number of meetings of the Board of Directors and meetings of
committees thereof of which he was a member.

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, 1993.

7
<PAGE> 11

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPEN-
ANNUAL COMPENSATION SATION
----------------------------- -----------
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
COMPEN- OPTIONS/ COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) SATION(2) SARS(3) SATION(2)(4)
- ----------------------------------------- ---- -------- -------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
G. J. Ratcliffe.......................... 1993 $442,900 $340,000 $6,789 40,000 $ 41,651
Chairman of the Board, President 1992 430,000 340,000 5,813 50,000 37,477
and Chief Executive Officer 1991 409,500 350,000 -- 30,000 --
V. R. Petrecca........................... 1993 274,300 193,000 2,242 16,000 3,651
Executive Vice President 1992 266,300 193,000 2,758 20,000 3,477
1991 253,600 203,000 -- 14,000 --
H. B. Rowell............................. 1993 268,300 190,000 5,326 16,000 3,651
Executive Vice President 1992 260,500 190,000 3,572 20,000 3,477
1991 248,050 200,000 -- 14,000 --
T. H. Pluff.............................. 1993 209,000 85,000 3,709 6,000 3,651
Group Vice President 1992 203,000 80,000 3,537 8,000 3,477
1991 192,950 85,000 -- 6,000 --
R. W. Davies............................. 1993 159,900 54,000 3,566 4,500 3,651
General Counsel and Secretary 1992 155,200 54,000 2,879 5,000 3,477
1991 147,750 54,000 -- 4,000 --
</TABLE>

- ---------------
(1) Reflects bonus earned during fiscal year under the Company's incentive
compensation plan.

(2) In accordance with the transitional provisions applicable to the rules of
the SEC, disclosure is not required for 1991.

(3) Class B Common Stock.

(4) 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 and (b) Director's fees for Mr. Ratcliffe
of $38,000 in 1993 and $34,000 in 1992.

8
<PAGE> 12

OPTIONS/SAR GRANTS DURING 1993 FISCAL YEAR

The following table provides information on option grants in fiscal 1993 to
the named executive officers of the Company.

<TABLE>
<CAPTION>
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)
- ------------------------------------ ----------- ----------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
G. J. Ratcliffe................... 40,000 13.1% $52.813 12/13/03 $1,330,888 $3,358,907
V. R. Petrecca.................... 16,000 5.2 52.813 12/13/03 532,355 1,343,563
H. B. Rowell...................... 16,000 5.2 52.813 12/13/03 532,355 1,343,563
T. H. Pluff....................... 6,000 2.0 52.813 12/13/03 199,633 503,836
R. W. Davies...................... 4,500 1.5 52.813 12/13/03 149,725 377,877
</TABLE>

- ---------------
(1) Non-qualified options to acquire shares of Class B Common Stock of the
Company were granted on December 14, 1993 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 first anniversary of the date of grant; on that
anniversary and the two subsequent anniversaries of the date of grant the
option becomes exercisable as to one-third of the total number of Class B
Common shares covered by the option so that the option becomes fully
exercisable commencing on the third anniversary of the date of grant. 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, participants who are officers, and other participants
who are designated by the Compensation Committee, would have the right to
surrender their then exercisable options, including those accelerated
(except any options which are incentive stock options granted prior to March
10, 1987) 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 vesting over periods of up to three years.

9
<PAGE> 13

AGGREGATED OPTIONS/SAR EXERCISES DURING 1993 FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

The following table provides information on stock option exercises in
fiscal 1993 by the named executive officers of the Company and the value of such
officers' unexercised stock options at December 31, 1993.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/SARS AT
SHARES YEAR-END FISCAL YEAR-END
ACQUIRED VALUE --------------------------- ------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE(1)
- ---------------------- ----------- ----------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
G. J. Ratcliffe....... 0 $ -- 85,101 73,333 $ 615,249 $ 52,480
V. R. Petrecca........ 0 -- 79,085 29,334 1,277,775 20,992
H. B. Rowell.......... 0 -- 60,708 29,334 759,567 20,992
T. H. Pluff........... 0 -- 18,110 11,334 160,738 7,872
R. W. Davies.......... 0 -- 20,406 7,834 286,299 5,904
</TABLE>

- ---------------
(1) Limited to in-the-money stock options.

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 5%
of final total compensation (basic compensation and bonuses) per year of SERP
service up to a maximum of 50%, offset by benefits payable under the Basic Plan.
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 under the joint and survivor
annuity form upon retirement at age 65 to executive officers in the specified
salary classifications:

<TABLE>
<CAPTION>
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.
- --------------------------------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 200,000 $ 50,000 $ 100,000 $ 100,000 $ 100,000
400,000 100,000 200,000 200,000 200,000
600,000 150,000 300,000 300,000 300,000
800,000 200,000 400,000 400,000 400,000
1,000,000 250,000 500,000 500,000 500,000
</TABLE>

- ---------------
(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, 1993:

<TABLE>
<CAPTION>
OFFICER SERVICE
--------------------------------------------- -------
<S> <C>
Mr. Ratcliffe................................ 19
Mr. Petrecca................................. 9
Mr. Rowell................................... 14
Mr. Pluff.................................... 4
Mr. Davies................................... 11
</TABLE>

10
<PAGE> 14

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 a 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 our industry, as well as
companies of comparable size and complexity and companies with comparable return
on equity performance.

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 plan goals which include factors such as net
sales, return on net assets, pre-tax profit, and return on sales.

In the past three 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 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 within the past three 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 1994 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 such companies.

BONUS

Bonuses are paid pursuant to the Company's short-term incentive
compensation plan. Under the plan, 4% 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, up to one year's
salary, may be made from the pool at the discretion of the Compensation
Committee.

11
<PAGE> 15

To establish target levels for executive officers' bonus awards, the
Compensation Committee uses data provided by outside consultants for comparable
positions at companies with comparable performance characteristics such as
return on sales and return on net assets.

In determining the 1993 bonus award for each executive officer, the
Compensation Committee reviewed projected 1993 results (excluding the
possibility of the effects of a corporate restructuring and any associated
charge) with regard to return on net assets, return on net sales, and then, in
addition, reviewed projected net sales and pre-tax profit. The achievement of
long-term performance goals was also reviewed by the Compensation Committee to
determine bonus levels for the Chief Executive Officer and the two Executive
Vice Presidents, with the primary focus on average return on equity for the
five-year period 1989 through 1993.

In considering bonus levels for the five highest paid executive officers,
the Compensation Committee recognized the success the Company has had in
achieving non-financial goals and in making strategic plan decisions, which will
result in long-term growth and benefit the shareholders. However, while showing
favorable financial results in difficult market and economic conditions, the
Company fell short in achieving 1993 financial goals. As a result, the 1993
bonuses of certain of the executive officers, including the Chief Executive
Officer, have remained unchanged from those paid in the prior year.

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
1993 return on net assets, return on net sales and pre-tax profit, and the
Committee also reviewed, on the long-term, average return on equity for the
five-year period 1989 through 1993. 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 Compensation Committee recognized that the Company has
been successful in positioning itself for long-term growth which will benefit
shareholders. The Compensation Committee also recognized that certain strategic
plan decisions that will promote long-term growth have a slight impact on
short-term results. While the Company did exceed prior year financial results
(excluding the effects of the restructuring charge), it fell short in achieving
1993 financial goals. As a result, 1993 stock option grants of the executive
officers are slightly down from the prior year.

GENERAL MATTERS

Effective January 1, 1994, Internal Revenue Code ("Code") Section 162(m)
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

12
<PAGE> 16

in excess of $1 million is performance based or meets certain other conditions.
The Company has amended the 1973 Plan to qualify the 1973 Plan as a performance
based plan with respect to grants of options made at fair market value, subject
to shareholder approval, but has decided not to amend the Company's incentive
compensation plan at this time.

The Compensation Committee believes that the total direct compensation
package, 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
Robert N. Flint, Chairman
George W. Edwards, Jr.
Horace G. McDonell
Andrew McNally IV

13
<PAGE> 17

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,
1993, with a cumulative total return on the Standard & Poor's 500 Composite
Stock Index ("S&P 500 Composite Index") and the Standard & Poor's Electrical
Equipment Index ("S&P Electrical Equipment Index"). The comparison assumes $100
was invested on January 1, 1989 in the Company's Class B Common Stock and in
each of the foregoing indices and assumes reinvestment of dividends.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG HUBBELL, S&P 500 COMPOSITE INDEX & S&P ELECTRICAL EQUIPMENT INDEX

<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) 100 100 100
<S> <C> <C> <C>
1989 139 132 141
1990 146 128 130
1991 202 166 172
1992 215 179 188
1993 215 197 227
</TABLE>

EMPLOYMENT AGREEMENTS

The Company has agreed to employ Mr. Ratcliffe for a three-year period and
Messrs. V.R. Petrecca and H.B. Rowell, Jr., for a two-year period at the
respective salaries (effective January 1, 1994) of $456,190, $282,530 and
$276,350 per annum. The Agreements are automatically extended on a daily basis
until notice of termination is given. The Company may increase their salary and
grant them bonuses (which they presently receive by participation in the
Company's incentive compensation plan described above). If their employment is
terminated (other than for cause), or if the Executive terminates his employment
for any of the reasons below, he is entitled to receive the present value
(discounted at 120% of the short term federal

14
<PAGE> 18

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. The
reasons for which the Executive may terminate his employment include: diminution
in his authority (Mr. Ratcliffe), reduction in his compensation level or failure
to increase his compensation commensurate with other senior executive officers,
relocation or adverse modification of his benefits under bonus, benefit or other
similar plans or of fringe benefits. In the event of his disability or death
during the term of the Agreement he or his estate will be entitled to his per
annum base salary for the remainder of the term of the Agreement less certain
offsets. In addition, in the event of the Executive's discharge other than for
cause or, if the Executive terminates his employment for any of the reasons
described above, Executive would be entitled (a) 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, and (b) to
additional medical, health and death benefits if the Executive attains age 55
before the end of the employment term.

SEVERANCE POLICY AND CHANGE OF CONTROL PROVISIONS

The Company has a severance policy which covers corporate officers (other
than Messrs. Ratcliffe, Petrecca and Rowell) 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 Company's 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 1993 Fiscal Year.")

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 should a retired
participant engage 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

15
<PAGE> 19

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.

COMPENSATION OF DIRECTORS

Each Director receives $28,000 (plus an additional $3,000 for serving as a
committee chairman) per year compensation from the Company plus $1,000 for each
board meeting and committee meeting attended, together with the expenses, if
any, of such attendance. Directors also receive $1,000 for each rendition of
consulting services otherwise than as part of a board or committee meeting. No
such consulting services were rendered during 1993. The Company and eight
current Directors 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 cash or 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, upon their termination of service as
Directors of the Company. Interest equivalents on payments deferred in the form
of cash accrue quarterly at the prime interest rate. 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.

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 regular active service annual base retainer (the "Annual
Retainer") in effect during the calendar year immediately preceding the year in
which the retiring Director was last elected, (ii) an additional 10% of the
Annual 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 Annual Retainer in effect during the calendar
year immediately preceding the year in which the retiring Director was last
elected, plus 10% of such Annual Retainer for each year of service beyond five
years up to a maximum of ten 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
Annual 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 Annual Retainer in effect
during the calendar year immediately preceding the year in which the retiring
Director was last elected. 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.

16
<PAGE> 20

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 should a retired participant engage in certain proscribed
competitive activities, are automatically deleted upon the occurrence of a
Change of Control event.

MATTERS RELATING TO DIRECTORS

Mr. Hoffman, a Director of the Company, is a partner in the law firm of
Simpson Thacher and Bartlett which rendered legal services to the Company during
the fiscal year ended December 31, 1993.

PROPOSAL TO AMEND THE COMPANY'S
1973 STOCK OPTION PLAN

At its meeting held on March 14, 1994, the Board of Directors of the
Company approved and recommended that the Company's shareholders approve an
amendment to the 1973 Plan to (a) increase by 1,200,000 shares of Class B Common
Stock the number of authorized but unissued shares of the Company set aside for
issuance as needed in the continued operation of the 1973 Plan, (b) extend the
period during which options under the 1973 Plan may be granted to March 13,
2004, and (c) make various changes to ensure the deductibility of compensation
generated upon the exercise of stock options and to permit "cashless" exercises
of stock options. These amendments are deemed advisable by management in order
to continue the 1973 Plan upon the terms heretofore approved by the
shareholders, and to provide a sufficient number of shares for future grants.
The following is a description of the principal provisions of the 1973 Plan. A
complete text of the 1973 Plan, as proposed to be amended, is attached to this
Proxy Statement as Exhibit A.

INCREASE IN NUMBER OF SHARES ISSUABLE UNDER THE PLAN. The 1973 Plan
provides for the issuance of a maximum of 1,800,000 shares of Class A Common
Stock and 3,402,700 shares of Class B Common Stock. As of March 18, 1994, there
were available for grant pursuant to the 1973 Plan options to purchase 473,006
shares (none of which are currently available for grant) of Class A Common Stock
and 108,253 shares of Class B Common Stock. In order to have a sufficient number
of shares of Class B Common Stock available for grants of future options, the
proposed amendment would increase the maximum number of shares which may be
issued to 4,602,700 shares of Class B Common Stock.

PLAN ADMINISTRATION. The 1973 Plan is administered by the Compensation
Committee consisting of three or more members of the Board of Directors who are
not eligible, and have not been eligible for the twelve months prior to their
appointment to the Compensation Committee, for grants of options under the 1973
Plan or any other plan relating to the grant of stock options. Subject to the
express provisions of the 1973 Plan, the Compensation Committee has the
authority to interpret the 1973 Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the
respective option agreements and to make all other determinations necessary or
advisable for the administration of the 1973 Plan. From and after the first
meeting of shareholders at which Directors are to be elected that occurs after

17
<PAGE> 21

July 1, 1994, the Compensation Committee shall contain at least two "Outside
Directors" as defined in Section 162(m) of the Code.

AMENDMENT AND TERMINATION. The Board of Directors of the Company may at
any time amend, suspend or terminate the 1973 Plan, except that no amendment
which would (a) increase the maximum number of shares which may be issued, (b)
change the class of employees eligible to receive options or (c) change the
qualifications for membership on the Compensation Committee, shall be effective
unless, within twelve months before or after the Board of Directors adopts such
amendment, it is approved by the shareholders. No amendment, suspension or
termination of the 1973 Plan shall, without the consent of the participant,
terminate, or adversely affect the participant's rights under, any outstanding
option.

ELIGIBILITY. The Compensation Committee determines the particular
employees within the general class of officers and key employees to whom options
shall be granted. Options may not be granted to any Director who is not an
officer or employee or to any member of the Compensation Committee. No incentive
stock option may be granted to persons who would beneficially own, after the
grant, more than 10% of the voting power of all shares of stock of the Company
unless at the time any such option is granted the option price is not less than
110% of the fair market value of the underlying stock at the date of grant, and
such option expires no more than five years from the date of grant. The number
of shares of stock which may be issued under options granted under the 1973 Plan
to any one individual in any fiscal year shall not exceed 150,000 shares.

OPTION FEATURES. Options which are intended to be "incentive stock
options" (as defined in Section 422 of the Code) are exercisable at a price of
not less than 100% of the fair market value of the underlying shares on the date
of grant, while non-qualified stock options may be granted at prices not less
than 85% of the fair market value of the underlying shares on the date of grant.
Options may expire not more than ten years after the date of grant. Unless
otherwise restricted as specified in the option grant delivered to the
participant, the participant is permitted to exercise any option granted after
March 10, 1987 with respect to both Class A Common Stock and Class B Common
Stock in any proportion as such participant may determine.

The 1973 Plan provides that options granted on or prior to March 10, 1987,
are exercisable to the extent of 50% of the underlying shares on and after the
first anniversary of the date of grant and are exercisable in full on and after
the second anniversary of the date of grant. Options granted after March 10,
1987 are exercisable immediately or in such installments as the Compensation
Committee may prescribe. The Compensation Committee also is empowered, in its
sole discretion, to accelerate the exercisability of any option at any time.

With respect to incentive stock options granted after December 31, 1986,
the aggregate fair market value (determined at the time the option is granted)
of the stock with respect to which incentive stock options are exercisable for
the first time by a participant during any calendar year (under all such plans
of the individual's employer corporation and its parent and subsidiary
corporations) shall not exceed $100,000.

No option is transferable except by will or by the laws of descent and
distribution. No option may be exercised during the optionee's life by anyone
other than the optionee.

In the event of a participant's termination of employment, including the
sale of a subsidiary employing a participant (for any reason other than death,
retirement with the consent of the Company or permanent disability), a
participant's option expires on the earlier of the expiration date specified in
the option or three

18
<PAGE> 22

months (30 days for incentive stock options granted prior to March 10, 1987)
from the date of termination of employment. In the event of a participant's
retirement with the consent of the Company, options continue to mature in the
normal manner and are exercisable until the later of the date three years after
the date of retirement or, in the event that the participant should die during
such three-year period, are exercisable until the date twelve months after death
(other than such options which are incentive stock options granted prior to
March 10, 1987); but in no event later than the end of the option exercise
period specified in the option. In the case of retirement due to permanent
disability, a participant's options are exercisable, to the extent exercisable
at the date of such retirement, until the date twelve months after the date of
such retirement or, in the event that the participant should die during such
twelve-month period, such participant's options (other than incentive stock
options granted prior to March 10, 1987) are exercisable until the date twelve
months after death; but in no event later than the end of the option exercise
period specified in the option. If a participant's employment terminates by
reason of death, such participant's options would become exercisable, to the
extent exercisable on the date of death, until the date twelve months after
death; but in no event later than the end of the option exercise period
specified in the option.

Payment for stock must be made in full at the time that an option or any
part thereof is exercised and no stock is issued until full payment therefor is
made. Payment may be made in cash or by delivery to the Company of shares of
either Class A Common Stock or Class B Common Stock or a combination thereof. A
participant may satisfy, pursuant to such rules as may be prescribed by the
Compensation Committee, any income tax withholding obligation that may be
imposed in connection with the exercise of an option by the retention of shares
by the Company, or the return to the Company of shares, in each case equal in
fair market value to the amount of all or any portion of the withholding
obligation. With the consent of the Compensation Committee, a participant may
elect to have the Company retain a number of shares otherwise issuable on
exercise of an option, or to deliver shares, in each case equal in fair market
value to the amount of all or any portion of the participant's federal, state
and local income tax obligation resulting from such exercise determined at the
participant's maximum marginal tax rates.

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 1993 Fiscal Year.")

FEDERAL INCOME TAX CONSEQUENCES. The grant of an incentive stock option
would have no immediate tax consequences to the Company or to the optionee. A
holder of shares pursuant to the exercise of an incentive stock option would
realize no taxable income at the time of exercise (although the exercise may
cause an adjustment to alternative minimum taxable income). If the holder held
his shares for at least two years from the date of grant and at least one year
from the date of exercise, he would realize taxable long-term capital gain or
long-term capital loss upon a subsequent sale of the shares at a price different
from the option price. In the event that the optionee satisfies the holding
period requirement described above, no deduction would be allowed to the Company
for federal income tax purposes in connection with the grant or exercise of the
option or the sale of shares acquired pursuant to such exercise.

If, however, the optionee disposes of the shares within the period
described above (a "disqualifying disposition"), the optionee will generally
recognize ordinary income (and the Company will be entitled to a deduction) at
the time of disposition equal to the excess over the exercise price of the
lesser of (a) the fair

19
<PAGE> 23

market value of the shares acquired on the date of exercise, or (b) the amount
realized upon the disposition. Any excess of the amount realized upon such
disposition over the fair market value at the date of exercise will be
short-term or long-term capital gain, depending on the holding period.

The grant of a stock option other than an incentive stock option (a
"non-qualified stock option") would have no immediate tax consequences to the
Company or to the optionee. Upon the exercise of such option the optionee will
be treated as receiving compensation taxable as ordinary income in an amount
equal to the excess of the fair market value of the shares at the time of
exercise by the optionee over the option price. This excess will also constitute
wages subject to the withholding of income tax. Unless an optionee who is
subject to the provisions of Section 16(b) elects, within 30 days of the
exercise of a non-qualified stock option, to be treated under the general rule
described above, such optionee will recognize ordinary income in respect to such
option at the time the Section 16(b) restrictions lapse in respect of the stock
so acquired in an amount equal to the difference between the option price and
the fair market value of the underlying stock at such later time. The amount
treated as compensation taxable as ordinary income may be claimed as a deduction
by the Company at the same time as the optionee is treated as realizing
compensation.

The affirmative vote of a majority of the votes entitled to be cast at the
meeting by holders of shares present or represented at the meeting and entitled
to vote thereon is required to adopt the amendments to the 1973 Plan provided
that a majority of the aggregate votes of the outstanding shares are cast on the
proposal. Abstentions will have the effect of votes in opposition and broker
non-votes will not have the effect of votes in opposition.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
PROPOSED AMENDMENTS.

RATIFICATION OF THE SELECTION OF AND
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

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 1994 is to be submitted to the meeting for
ratification or rejection. Messrs. Price Waterhouse, 300 Atlantic Street,
Stamford, Connecticut, have been selected by the Board of Directors of the
Company to examine such financial statements.

Price Waterhouse have been independent accountants of the Company for many
years. The Company has been advised that a representative of Price Waterhouse
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 fees paid in 1993 for professional services provided by Price Waterhouse to
the Company and its subsidiaries were approximately $535,000.

If the shareholders do not ratify the selection of Price Waterhouse, such
selection will be reconsidered by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
SELECTION OF PRICE WATERHOUSE.

20
<PAGE> 24

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 the election of
the nominees to the Board named herein, the amendment to the Company's 1973
Plan, and 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
1995 ANNUAL MEETING

Shareholder proposals for inclusion in the proxy materials related to the
1995 Annual Meeting of Shareholders must be received by the Company no later
than November 25, 1994.

By Order of the Board of Directors

HUBBELL INCORPORATED

Orange, Connecticut
March 25, 1994

21
<PAGE> 25

EXHIBIT A

HUBBELL INCORPORATED

1973 STOCK OPTION PLAN FOR KEY EMPLOYEES

1. Purpose of the Plan

The purpose of the 1973 Stock Option Plan for Key Employees (the "Plan") is
to further the growth and development of Hubbell Incorporated (the "Company") by
providing an incentive through encouraging ownership of stock of the Company to
officers and other key employees who are in a position to contribute materially
to the prosperity of the Company, to increase their interest in the Company's
welfare and continue their services, and by affording a means through which the
Company can attract to its services, employees of outstanding ability.

2. Administration of the Plan

The Plan shall be administered by the Compensation Committee (the
"Committee") consisting of three or more members of the Board of Directors of
the Company ("Board of Directors") who are not eligible, and who have not at any
time within one year prior to their appointment to the Committee been eligible,
for selection as persons to whom capital stock may be allocated or to whom
qualified, non-qualified, restricted, incentive, or employee stock purchase plan
stock options may be granted pursuant to this Plan or any other plan of the
Company or any of its affiliates entitling the participants therein to acquire
stock or qualified, restricted, non-qualified, incentive, or employee stock
purchase plan stock options of the Company or any of its affiliates. The members
of the Committee shall be appointed from time to time by the Board of Directors,
to serve at the pleasure of the Board. From and after the first meeting of
shareholders at which directors are to be elected that occurs after July 1,
1994, the Committee shall contain at least two "Outside Directors" as that term
is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code").

Subject to the express provisions of the Plan, the Committee shall have
authority in its discretion to determine the individuals to whom, and the time
or times at which options shall be granted, and the number of shares to be
subject to each option. In making such determinations, the Committee may take
into account the nature of the services rendered by the respective employees,
their present and potential contribution to the Company's success, and such
other factors as the Committee in its discretion shall deem relevant.

Subject to the express provisions of the Plan, the Committee shall also
have authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the
respective option agreements (which need not be identical) and to make all other
determinations necessary or advisable for the administration of the Plan.

The Committee shall select one of its members as a Chairman, who shall
preside at meetings and who shall have authority to execute and deliver
documents on behalf of the Committee. Meetings of the Committee shall be held at
such times and places as the members thereof may determine. The majority of its
members shall constitute a quorum, and all determinations of the Committee shall
be made by a majority of its members. No member of the Committee shall be liable
for anything done or omitted to be done by such member or by any other member of
the Committee in connection with this Plan, except for such member's own willful
misconduct or as expressly provided by statute.

A-1
<PAGE> 26

3. Stock Subject to the Plan

Subject to adjustment as provided in Paragraph 5(d) of this Plan, the
aggregate number of shares of stock which may be issued under options granted
under this Plan shall be 1,800,000 shares of the Company's Class A Common Stock,
par value $.01 per share, and 4,602,700 shares of the Company's Class B Common
Stock, par value $.01 per share. The number of shares of stock which may be
issued under options granted under this Plan to any one individual in any fiscal
year shall not exceed 150,000 shares. Solely with respect to option grants made
prior to March 10, 1987, each option granted shall relate to equal amounts of
the Company's Class A Common and Class B Common Stock.

Options granted by the Committee may be "incentive stock options" (as
defined in Section 422 of the Code or options which are not "incentive stock
options", or a combination thereof, as determined by the Committee.

Options may be granted with respect to either authorized but unissued
shares, or reacquired shares. In the event that any option under the Plan
expires or is terminated for any reason prior to the end of the period during
which options may be granted, the shares allocable to the unexercised portion of
such option shall again be available for the purposes of this Plan.

4. Eligibility

Options may be granted only to officers and other key employees of the
Company and subsidiary corporations (as defined in Section 424(f) of the Code).
Directors who are not officers or employees shall not be eligible. Subject to
the other provisions of this Plan, an individual may hold or be granted more
than one option. No incentive stock option shall be granted hereunder which
would permit the person to whom the option is granted to own (within the meaning
of Section 424(d) of the Code), immediately after the option is granted, stock
(including stock issuable upon the exercise of options) possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company, unless at the time any such option is granted the option price is at
least 110 percent of the fair market value of the stock subject to the option,
and such option by its terms is not exercisable after the expiration of five
years from the date such option is granted.

5. Terms and Conditions of Options

Options shall be granted under this Plan upon such terms and conditions as
the Committee shall determine, subject to the following provisions:

(a) Option Price

The option price of the stock subject to each option shall, except as
otherwise provided herein (i) not be less than the greater of (A) 100 percent of
the fair market value of such stock, as determined in good faith by the
Committee, on the date such option is granted, or (B) the par value of such
stock, in the case of an option which is intended to be an incentive stock
option, or (ii) not be less than the greater of (A) 85 percent of the fair
market value of such stock, as determined in good faith by the Committee, on the
date such option is granted, or (B) the par value of such stock, in the case of
an option which is not intended to be an incentive stock option.

A-2
<PAGE> 27

(b) Term of Option

Options shall be granted for such term as the Committee shall determine
except that no option shall be exercisable after the expiration of ten years
from the date such option is granted.

The options granted under the Plan shall be exercisable immediately or in
such installments as the Committee may prescribe. The Committee may accelerate
the exercisability of options at any time in its sole discretion.

Each incentive stock option granted hereunder prior to January 1, 1987
shall not be exercisable while there is outstanding any incentive stock option
which was granted before the granting of such first mentioned incentive stock
option to purchase stock in the Company or one or more of its subsidiaries.

During the lifetime of the individual to whom an option is granted, the
option shall be exercisable only by such individual.

(A) Termination of Employment -- General

If the participant ceases to be an employee of the Company or a subsidiary
for any reason (including, without limitation, the sale of a subsidiary), other
than death, retirement with the consent of the Company or retirement by reason
of "Permanent Disability," such option shall expire on the earlier of (i) the
end of the option exercise period specified in the option or (ii) the date three
months (30 days for incentive stock options granted prior to March 10, 1987)
from the date of the participant's termination of employment (even though such
participant is subsequently reemployed). "Permanent Disability" shall mean that
the participant is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve months.

(B) Retirement with Company Consent

If the employment of the participant with the Company or its subsidiaries
shall terminate by reason of the participant's retirement with the consent of
the Company, the installments of such participant's stock option shall continue
to mature in the normal manner and the participant (or in the event of his death
after the date of retirement, his estate or the person who acquires his option
by bequest or inheritance or by reason of his death) shall have the right to
exercise his option until the later of (i) the date three years after the date
of such retirement or (ii) in the event that the participant's death occurs
during such three-year period the date twelve months after the death of the
participant (provided that this clause (ii) shall not apply to incentive stock
options granted prior to March 10, 1987); but in no event later than the end of
the option exercise period specified in the option.

If the employment of the participant with the Company or its subsidiaries
shall terminate by reason of the participant's retirement due to Permanent
Disability, the participant (or in the event of his death after the date of
retirement, his estate or the person who acquires his option by bequest or
inheritance or by reason of his death) shall have the right to exercise his
option, to the extent that he could have exercised it at the date of such
disability retirement, until the later of (i) the date twelve months after the
date of such termination of employment or (ii) in the event that the
participant's death occurs during such twelve-month period the date

A-3
<PAGE> 28

twelve months after the date of such death (provided that this clause (ii) shall
not apply to incentive stock options granted prior to March 10, 1987); but in no
event later than the end of the option exercise period specified in the option.

(D) Termination Due to Death

If a participant's employment by the Company and any subsidiary terminates
by reason of death, any option held by the participant may thereafter be
immediately exercised, to the extent then exercisable by his estate or the
person who acquires his option by bequest or inheritance or by reason of his
death for a period of one year from the date of such death or until the end of
the option exercise period specified in the option, whichever period is the
shorter.

(E) Miscellaneous

A participant who is absent from work with the Company or a subsidiary
because of illness or temporary disability, or who is on leave of absence for
such purpose or reason as the Committee may approve, shall not be deemed during
the period of such absence, by reason of such absence, to have ceased to be an
employee of the Company or a subsidiary. Where a cessation of employment is to
be considered a retirement with the consent of the Company or by reason of
Permanent Disability for the purpose of this Plan shall be determined by the
Committee, which determination shall be final and conclusive.

No opinion shall be exercisable unless at the time of exercise the shares
are covered by a currently effective registration statement filed under the
provisions of the Securities Act of 1933, as amended, or, in the sole opinion of
the Company and its counsel, the purchase of the shares upon exercise of the
option is otherwise exempt from the registration requirements of that Act.

Solely with respect to options granted prior to March 10, 1987, an option
shall be exercisable only in units, consisting of one share of Class A Common
Stock and one share of Class B Common Stock.

Each participant shall be required, as a condition of exercising any
option, to make such arrangements with the Company as the Committee shall
determine for withholding (including, but not limited to, the retention of
shares by the Company or the delivery to the Company of shares, in each case
equal in fair market value as described in Paragraph 5(f) to the amount of all
or any portion of the withholding obligation pursuant to such rules as may be
prescribed by the Committee) and, in the event of the death of a participant, a
further condition of such exercise shall be the delivery to the Company of such
tax waivers and other documents as the Committee shall determine. With the
consent of the Committee, a participant may elect to have the Company retain a
number of shares otherwise issuable on exercise of an option, or to deliver
shares, in each case equal in fair market value as described in Paragraph 5(f)
to the amount of all or any portion of the participant's federal, state and
local income tax obligation resulting from such exercise determined at the
participant's maximum marginal tax rates.

(d) Adjustments Upon Changes in Capitalization

If (i) the Company shall at any time be involved in a transaction to which
Section 424(a) of the Code is applicable; (ii) the Company shall declare a
dividend payable in any class of shares, or shall subdivide or combine, its
shares; or (iii) any other event shall occur which in the judgment of the
Committee necessitates action by way of adjusting the terms of the outstanding
options, the Committee shall forthwith take any such action as in its judgment
shall be necessary to preserve the participant's rights substantially
proportionate to the rights existing prior to such event and to the extent that
such action shall include an increase or decrease in

A-4
<PAGE> 29

the number of shares subject to outstanding options, the number of shares
available under Paragraph 3 above shall be increased or decreased, as the case
may be, proportionately. The judgment of the Committee with respect to any
matter referred to in this Paragraph shall be conclusive and binding upon each
participant.

In the event of the proposed dissolution or liquidation of the Company, or
in the event of any proposed reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the Company is not
the surviving corporation, or in the event of a proposed sale of all or
substantially all of the principal and/or assets of the Company to another
corporation, all options granted hereunder shall terminate as of a date to be
fixed by the Committee, provided that not less than 90 days' written notice of
the date so fixed shall be given to each participant, and each participant shall
have the right during such period to exercise his option as to all or any part
of the shares covered thereby to the extent such option is then otherwise
exercisable pursuant to the provisions of this Plan and of the option; and
provided further, however, that the Board of Directors may, in their discretion,
substitute or cause to be substituted new options for each such outstanding
option, provided each such new option (i) applies to the stock of the new
employer corporation or a parent or subsidiary corporation of such corporation,
and (ii) is not more favorable to the participant than his prior option.

(e) Nontransferability of Options

No option shall be assigned or transferable, except by will or by the laws
of descent and distribution.

(f) Payment for Stock

The option price payable upon exercise of an option shall be payable to the
Company either (i) in cash (including check, bank draft, or money order), (ii)
by delivery to the Company of shares of either class of common stock of the
Company or a combination of common stock and cash, or (iii) to the extent
authorized by the Committee, through the written election of the optionee to
have shares of common stock withheld by the Company from the shares otherwise to
be received. The value of any common stock so delivered or withheld shall be the
fair market value of such common stock, as determined in good faith by the
Committee, on the date of the stock option exercise.

(g) Limitation on Incentive Stock Options

With respect to incentive stock options granted before January 1, 1987, the
aggregate fair market value (determined as of the time of the grant of such
incentive stock option) of the stock covered by all incentive stock options
granted by the Company to a participant during any calendar year (determined as
of the date of their respective grants) shall not exceed $100,000 plus any
"unused limit carryover" (as hereinafter defined) to such calendar year. If,
with respect to any calendar year subsequent to 1980, $100,000 exceeds the fair
market value of the stock for which an employee has been granted incentive stock
options hereunder, an amount equal to 50 percent of such excess shall be an
unused limit carryover to each of the three succeeding calendar years reduced by
the amount of such unused limit carryover which, after first using the $100,000
limitation to such calendar year, was used in prior calendar years.

A-5
<PAGE> 30

6. Term of Plan

No option shall be granted pursuant to the Plan after March 13, 2004.

7. Termination and Amendment of Plan

The Board of Directors of the Company may at any time amend, suspend or
terminate the Plan, except that no amendment which would (a) increase the
maximum number of shares which may be issued under options granted under this
Plan or (b) change the class of employees eligible to receive options under this
Plan or (c) change the qualifications for membership on the Committee, shall be
effective unless, within twelve months before or after the Board adopts such
amendment, it is approved by shareholders. No amendment, suspension or
termination of this Plan shall, without the consent of the participant,
terminate, or adversely affect the participant's rights under, any outstanding
option.

8. Privileges of Stock Ownership

The holder of an option shall not be entitled to the privileges of stock
ownership as to any shares of the Company not actually issued to him. No shares
shall be issued upon the exercise of an option until all applicable legal
requirements shall have been complied with to the satisfaction of the Company
and its counsel.

9. Time of Granting of Options

The granting of an option pursuant to this Plan shall take place at the
time the Committee makes a determination that an employee shall receive an
option.

10. Construction

Words and terms used in this Plan which are defined or used in Sections
421, 422 or 424 of the Code shall, unless the context clearly requires
otherwise, have the meanings assigned to them therein, in the regulations
promulgated thereunder and in the decisions construing the provisions thereof.
In all other respects, this Plan shall be governed by, and construed in
accordance with, the laws of the State of Connecticut.

11. Provisions Relating to Change of Control

(i) Each option granted under this Plan after March 10, 1987, and each
non-qualified option granted prior to this date shall, to the extent then
exercisable determined after applying Paragraph 11(ii) below, have a limited
right of surrender allowing a participant who is an Officer, or any other
participant in the discretion of the Committee, to surrender his option within
the 30-day period following the Change of Control and to receive in cash, in
lieu of exercising the option, the amount by which the fair market value of the
common stock which the option represents exceeds the option exercise price for
all or part of the shares of common stock which are subject to the related
option. For this purpose, the fair market value of common stock shall be
determined as follows:

(a) if the share was a share of the Company's Class A Common Stock,
the fair market value shall be deemed to be the closing price of one share
of the Company's Class A Common Stock on the New York Stock Exchange on
that day, within the 60 days preceding the date on which the Change of
Control

A-6
<PAGE> 31

occurs, on which such closing price was the highest. In the event that the
shares are not listed or admitted to trading on such exchange, the fair
market value shall be deemed to be the closing price of one share of the
Company's Class A Common Stock on the principal national securities
exchange on which the shares are listed or admitted to trading, or, if the
shares are not listed or admitted to trading on any national securities
exchange, the average of the highest reported bid and lowest reported asked
prices as furnished by the National Association of Securities Dealers, Inc.
through the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") or similar organization if NASDAQ is no longer reporting
such information. If on any such date the shares are not quoted by any such
organization, the fair market value of the shares on such date, as
determined in good faith by the Board of Directors of the Company, shall be
used; or

(b) if the share was a share of the Company's Class B Common Stock,
the fair market value shall be deemed to be the closing price of one share
of the Company's Class B Common Stock on the New York Stock Exchange on
that day, within the 60 days preceding the date on which the Change of
Control occurs, on which such closing price was the highest. In the event
that the shares are not listed or admitted to trading on such exchange, the
fair market value shall be deemed to be the closing price of one share of
the Company's Class B Common Stock on the principal national securities
exchange on which the shares are listed or admitted to trading, or, if the
shares are not listed or admitted to trading on any national securities
exchange, the average of the highest reported bid and lowest reported asked
prices as furnished by the National Association of Securities Dealers, Inc.
through NASDAQ or similar organization if NASDAQ is no longer reporting
such information. If on any such date the shares are not quoted by any such
organization, the fair market value of the shares on such date, as
determined in good faith by the Board of Directors of the Company, shall be
used.

(ii) Notwithstanding any other provisions of this Plan, in the event of a
Change of Control all outstanding options which are not then exercisable, except
for incentive stock options granted on or after January 1, 1987, shall be
immediately exercisable in full.

For purposes of this section the following definitions shall apply:

"Change of Control" shall mean any one of the following:

(w) Continuing Directors no longer constitute at least 2/3 of the
Directors;

(x) any person or group of persons (as defined in Rule 13d-5 under the
Securities Exchange Act of 1934), together with its affiliates, becomes the
beneficial owner, directly or indirectly, of 20% or more of the voting
power of the then outstanding securities of the Company entitled to vote
for the election of the Company's Directors; provided that this Paragraph
11 shall not apply with respect to any holding of securities by (A) the
trust under a Trust Indenture dated September 2, 1957 made by Louie E.
Roche, (B) the trust under a Trust Indenture dated August 23, 1957 made by
Harvey Hubbell, and (C) any employee benefit plan (within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended) maintained by the Company or any affiliate of the Company;

(y) the approval by the Company's stockholders of the merger or
consolidation of the Company with any other corporation, the sale of
substantially all of the assets of the Company or the liquidation or
dissolution of the Company, unless, in the case of a merger or
consolidation, the incumbent Directors in office immediately prior to such
merger or consolidation will constitute at least 2/3 of the Directors of
the

A-7
<PAGE> 32

surviving corporation of such merger or consolidation and any parent (as
such term is defined in Rule 12b-2 under the Securities Exchange Act of
1934) of such corporation; or

(z) at least 2/3 of the incumbent Directors in office immediately
prior to any other action proposed to be taken by the Company's
stockholders determine that such proposed action, if taken, would
constitute a change of control of the Company and such action is taken.

"Continuing Director" shall mean any individual who is a member of the
Company's Board of Directors on December 9, 1986 or was designated (before such
person's initial election as a Director) as a Continuing Director by 2/3 of the
then Continuing Directors.

"Director" shall mean any individual who is a member of the Company's Board
of Directors on the date the action in question was taken.

"Officer" shall mean each of the officers specified in Section 1 of Article
IV of the by-laws of the Company except for any such officer whose title begins
with the word "Assistant".

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

A-8
<PAGE> 33
PROXY

HUBBELL INCORPORATED

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 2, 1994
(FOR SHARES OF CLASS A COMMON STOCK)

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 25, 1994 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 ITEMS (2) AND
(3), 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.)

FOR SHARES OF CLASS A COMMON STOCK

[ X ] PLEASE MARK
YOUR VOTES
AS THIS

-------------- ------ ----------------------------
ACCOUNT NUMBER COMMON DIVIDEND REINVESTMENT SHARES

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN ITEM 1, AND FOR ITEMS 2 AND 3.

ITEM 1--ELECTION OF DIRECTORS

G. RATCLIFFE, BROOKS, G. EDWARDS, R. FLINT, J. HOFFMAN,
H. McDONELL, A. McNALLY IV, D. MEYER, J. URQUHART

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

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

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

<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
ITEM 2--Ratification of the selection of Price Waterhouse [ ] [ ] [ ]
as independent accountants for the year 1994.

ITEM 3--Proposal to amend the Company's Stock Option Plan. [ ] [ ] [ ]
</TABLE>

Signature(s) Date
---------------------------- --------------------

NOTE: Please sign exactly as your name or names appear hereon. Persons signing
in a representative capacity should indicate their capacity.

<PAGE> 34
LOT B

PROXY

HUBBELL INCORPORATED

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 2, 1994
(FOR SHARES OF CLASS B COMMON STOCK)

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 25, 1994 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 Items (2) and
(3), 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.)

FOR SHARES OF CLASS B COMMON STOCK
[ X ] PLEASE MARK
YOUR VOTES
AS THIS

-------------- ------ ----------------------------
ACCOUNT NUMBER COMMON DIVIDEND REINVESTMENT SHARES

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN ITEM 1, AND FOR ITEMS 2 AND 3.

ITEM 1--ELECTION OF DIRECTORS

G. RATCLIFFE, BROOKS, G. EDWARDS, R. FLINT, J. HOFFMAN,
H. McDONELL, A. McNALLY IV, D. MEYER, J. URQUHART

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

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

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

<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>

ITEM 2--Ratification of the selection of Price Waterhouse [ ] [ ] [ ]
as independent accountants for the year 1994.

ITEM 3--Proposal to amend the Company's Stock Option Plan. [ ] [ ] [ ]
</TABLE>

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