HUBBELL INC, DEF 14A, 2000-03-27

HUBBELL INC
DEF 14A, 2000-03-27
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:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>

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

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] 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 transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------
(5) Total fee paid:

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

Fee paid previously with preliminary materials.

[ ] 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 registration 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:
<PAGE> 2

[HUBBELL LOGO]

HUBBELL INCORPORATED
584 Derby Milford Road, Orange, Connecticut 06477-4024
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 1, 2000
- --------------------------------------------------------------------------------

TO THE SHAREHOLDERS:

Notice is hereby given that the Annual Meeting of Shareholders of
Hubbell Incorporated (the "Company") will be held at the El Paso Marriott Hotel,
1600 Airway Boulevard, El Paso, Texas 79925, on Monday, May 1, 2000 at 3:00 P.M.
local time for the purpose of considering and acting upon the following
proposals:

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

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

<TABLE>
<S> <C> <C>
E. Richard Brooks Malcolm Wallop Joel S. Hoffman
George W. Edwards, Jr. Daniel J. Meyer G. Jackson Ratcliffe
Andrew McNally IV 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
2000.

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

Accompanying this Notice of Annual Meeting is a form of proxy and a proxy
statement. Copies of the Company's Annual Report for the year ended December 31,
1999 have been mailed under separate cover to all shareholders.
- --------------------------------------------------------------------------------

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

The Board of Directors has fixed the close of business on March 10, 2000 as
the record date for the determination of shareholders entitled to notice of and
to vote at such meeting and any adjournments thereof. The transfer books will
not be closed.

By order of the Board of Directors

RICHARD W. DAVIES
Vice President,
General Counsel and
Secretary

Dated: March 20, 2000
<PAGE> 4

HUBBELL INCORPORATED

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 2000
------------------

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 El Paso
Marriott Hotel, 1600 Airway Boulevard, El Paso, Texas 79925, on Monday, May 1,
2000, and any adjournments thereof. Commencing on or about March 27, 2000,
copies of this Proxy Statement and the proxy form are being mailed to all
shareholders. Copies of the Company's Annual Report for 1999 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 10, 2000. On March 10, 2000, the
Company had outstanding 10,170,902 shares of Class A Common Stock, par value
$.01 per share, and 53,196,373 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 10, 2000, 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 10, 2000.

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL PERCENT
-------------- BENEFICIAL OWNER OWNERSHIP OF CLASS
<S> <C> <C> <C>
Class A Common Stock Andrew McNally IV, G. J. Ratcliffe, 1,855,840(2)(3)(4) 18.25%
and John A. Urquhart, as trustees
under a Trust Indenture dated
August 23, 1957 made by Harvey
Hubbell (the "Hubbell Trust"), c/o
Hubbell Incorporated, 584 Derby
Milford Road, Orange, Connecticut
06477
Class B Common Stock Trustees of General Electric Pension 4,571,248(5) 8.59
Trust, General Electric Investment
Corporation and GE Asset
Management Incorporated
(collectively), 3003 Summer
Street, P.O. Box 7900,
Stamford, Connecticut 06904
Class B Common Stock T. Rowe Price Associates, Inc., 4,027,154(6) 7.57
100 E. Pratt Street,
Baltimore, Maryland 21202
Class B Common Stock Capital Research and Management 3,520,000(7) 6.62
Company,
333 South Hope Street,
Los Angeles, California 90071
</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 the issue of Harvey Hubbell.

(4) In addition, Messrs. McNally, Ratcliffe, and Urquhart beneficially own
shares of the Company's Common Stock. Mr. Ratcliffe holds unexercised options
for the purchase of the Company's Class B Common Stock and is a Trustee of the
Harvey Hubbell Foundation which owns 106,304 shares of Class A Common Stock and
29,358 shares of Class B Common Stock. (See "Election of Directors" and table
captioned "Aggregated Options/SAR Exercises During 1999 Fiscal Year and Fiscal
Year-End Option/SAR Values".)

(5) The Company has received a copy of Schedule 13G as filed with the
Securities and Exchange Commission ("SEC") by the Trustees of General Electric
Pension Trust, General Electric Investment Corporation and GE Asset Management
Incorporated reporting ownership of these shares as of December 31, 1999. As
reported in said Schedule 13G, the Trustees of General Electric Pension Trust
have shared voting and dispositive power for 1,711,183 of such shares, General
Electric Investment Corporation has sole voting and dispositive power for
704,488 of such shares and shared voting and dispositive power for 1,711,183 of
such

2
<PAGE> 6

shares, and GE Asset Management Incorporated has sole voting and dispositive
power for 2,155,577 of such shares.

(6) The Company has received a copy of Schedule 13G as filed with the SEC
by T. Rowe Price Associates, Inc. ("Price Associates") reporting ownership of
these shares as of December 31, 1999. As reported in said Schedule 13G, Price
Associates has sole voting power for 685,700 of such shares and sole dispositive
power for 3,984,254 of such shares.

(7) The Company has received a copy of Schedule 13G as filed with the SEC
by Capital Research and Management Company ("Capital Research") reporting
ownership of these shares as December 31, 1999. As reported in said Schedule
13G, Capital Research has sole dispositive power for 3,520,000 of such shares,
as to which it has disclaimed beneficial ownership.

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

3
<PAGE> 7

The following table sets forth as of March 10, 2000, the equity securities
of the Company beneficially owned by each of the Directors and named executive
officers of the Company, and by all Directors and executive officers of the
Company as a group (13 persons):

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
NAME TITLE OF CLASS OWNERSHIP(1)(2) CLASS
<S> <C> <C> <C>
E. Richard Brooks.................... Class A Common 624 0.01%
George W. Edwards, Jr. .............. Class A Common 1,000 0.01
Class B Common 156 --
Joel S. Hoffman...................... Class A Common 2,756 0.03
Class B Common 502 --
Andrew McNally IV.................... Class A Common 4,590,080(3) 45.13
Class B Common 8,512 0.02
Daniel J. Meyer...................... Class B Common 726 --
G. Jackson Ratcliffe................. Class A Common 4,820,672(3)(4) 47.40
Class B Common 602,594(5) 1.13
John A. Urquhart..................... Class A Common 4,590,080(3) 45.13
Class B Common 3,226 0.01
Malcolm Wallop....................... Class B Common 100 --
Harry B. Rowell, Jr. ................ Class A Common 168,911(4) 1.66
Class B Common 341,235(5) 0.64
Timothy H. Powers.................... -- -- --
Richard W. Davies.................... Class A Common 130,698(4) 1.29
Class B Common 117,194(5) 0.22
Thomas H. Pluff...................... Class A Common -- --
Class B Common 76,000 0.14
All Directors and executive officers
as a group......................... Class A Common 4,925,971(3)(4) 48.43
Class B Common 1,166,005(5) 2.19
</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 10, 2000 by the
exercise of stock options pursuant to the Company's 1973 Stock Option Plan
for Key Employees (the "1973 Plan"): Mr. Ratcliffe -- 397,530 shares of
Class B Common Stock, Mr. Rowell -- 256,888 shares of Class B Common Stock,
Mr. Davies -- 64,110 shares of Class B Common Stock, and Mr. Pluff -- 74,000
shares of Class B Common Stock; and all executive officers as a group --
860,799 shares of Class B Common Stock.

(2) Does not include share units (representing shares 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 10, 2000, the
following have been credited under the deferred compensation program: Mr.
Brooks -- 2,167

4
<PAGE> 8

shares each of Class A and Class B Common Stock; Mr. Edwards -- 6,115 shares
each of Class A and Class B Common Stock; Mr. Hoffman -- 8,436 shares each
of Class A and Class B Common Stock; Mr. McNally -- 19,556 shares each of
Class A and Class B Common Stock; Mr. Meyer -- 5,233 shares each of Class A
and Class B Common Stock; Mr. Urquhart -- 946 shares each of Class A and
Class B Common Stock; and Mr. Wallop -- 1,092 shares each of Class A and
Class B Common Stock.

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

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

(5) Includes 29,358 shares of Class B Common Stock held by the Harvey Hubbell
Foundation of which Messrs. Ratcliffe, 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 eight, and
the following persons are proposed as Directors of the Company to hold office
until the next Annual Meeting of Shareholders and until their respective
successors have been duly elected and qualified. In the event that any of the
nominees for Directors should become unavailable, it is intended that the shares
represented by the proxies will be voted for such substitute nominees as may be
nominated by the Board of Directors, unless the number of Directors constituting
a full Board of Directors is reduced. Directors are elected by plurality vote.
Abstentions and broker non-votes will not be counted for the purposes of the
election of Directors.

<TABLE>
<CAPTION>
YEAR FIRST
AGE(1) PRINCIPAL OCCUPATION BECAME A
NAME ------ -------------------- DIRECTOR
<S> <C> <C> <C>
G. Jackson Ratcliffe........... 63 Chairman of the Board, President and Chief 1980
Executive Officer of the Company. Director of
Praxair, Inc., Olin Corporation and Sunoco,
Inc.
E. Richard Brooks.............. 62 Chairman and Chief Executive Officer of 1993
Central and South West Corporation (utility
holding company).
George W. Edwards, Jr. ........ 60 Retired President and Chief Executive Officer 1990
of The Kansas City Southern Railway Company
(railroad). Chairman of the Board and a
Director of El Paso Electric Company.
Joel S. Hoffman................ 61 Retired Partner of Simpson Thacher & Bartlett, 1989
a New York City law firm.
</TABLE>

5
<PAGE> 9

<TABLE>
<CAPTION>
YEAR FIRST
AGE(1) PRINCIPAL OCCUPATION BECAME A
NAME ------ -------------------- DIRECTOR
<S> <C> <C> <C>
Andrew McNally IV.............. 60 Retired Chairman and Chief Executive Officer 1980
of Rand McNally & Company (printing,
publishing and map-making). Principal of
Hammond, Kennedy, Whitney & Company, Inc. (a
leverage buy-out firm); and a director of
Burns International Service Corp., Morgan
Stanley Funds, and Reinhold Industries, Inc.
Daniel J. Meyer................ 63 Chairman of the Board and Chief Executive 1989
Officer of Milacron Inc. (plastics processing
systems and services and metal cutting
process products and services). Director of
Broadwing, Inc., The E. W. Scripps Company,
and AK Steel Corporation.
John A. Urquhart............... 71 President of John A. Urquhart Associates 1991
(management consultant) and Senior Advisor to
the 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, The Weir Group plc.,
Catalytica, Inc., and its subsidiary,
Catalytica Combustion Systems, Inc.
Malcolm Wallop................. 67 Chairman of Frontiers of Freedom Institute 1995
(non-profit foundation) and Chairman of
Western Strategy Group (international
consulting). Director of El Paso Energy
Corporation, El Paso Energy Partners and
Sheridan State Bank.
</TABLE>

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

(1) As of March 10, 2000.

Each of the individuals was elected as a Director by the shareholders of
the Company.

During the five years ended December 31, 1999, Messrs. Brooks, Hoffman,
Edwards, McNally, Meyer, Ratcliffe and Urquhart have either been retired or held
the principal occupation set forth above opposite their names.

Mr. Wallop has served as Chairman of Frontiers of Freedom Foundation since
January 2, 1995 and as Chairman of Western Strategy Group since October 12,
1998. From 1976 until his retirement on January 1, 1995, he served as a United
States Senator from the State of Wyoming.

Messrs. Brooks, Hoffman, Meyer, and Wallop serve as members of the Audit
Committee, with Mr. Meyer as Chairman. The Audit Committee, which consists of
Directors who are not employees of the Company, met two times in 1999. 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

6
<PAGE> 10

by the independent accountants. The independent accountants and the Company's
internal auditors each meet alone with the Audit Committee and have access at
any time to the Audit Committee.

Messrs. Brooks, Edwards, Hoffman, and Ratcliffe serve as members of the
Executive Committee, with Mr. Ratcliffe as Chairman. The Executive Committee,
which did not meet in 1999, exercises, during the intervals between the meetings
of the Board of Directors, all the powers of the Board of Directors in the
management of the business, properties and affairs of the Company, except
certain powers enumerated in the By-Laws of the Company.

Messrs. Edwards, McNally, Urquhart, and Wallop serve as members of the
Compensation Committee, with Mr. Edwards as Chairman. The Compensation
Committee, which met two times in 1999, is charged with the duties of
recommending to the Board of Directors the remuneration (salary plus additional
compensation and benefits) of the Chief Executive Officer and, after
consultation with him, the remuneration of all other corporate officers;
reviewing the remuneration for senior executives; approving stock option grants;
recommending (for approval) to the Board of Directors pension changes, and other
significant benefits or perquisites; reviewing the existing senior executive
resources of the Company and the plans for the development of qualified
candidates, and reporting to the Board of Directors annually; recommending to
the Board of Directors (for approval) changes proposed by the Chief Executive
Officer pertaining to organization structure or appointment of the Company's
officers; and conducting annually with the Chief Executive Officer an appraisal
of the performance of the Chief Executive Officer and reviewing the latter's
appraisal of the performance of the other members of the Company's key
management group.

Messrs. Brooks, McNally, Meyer, Ratcliffe, Urquhart, and Wallop serve as
members of the Finance Committee, with Mr. McNally as Chairman. The Finance
Committee, which met two times in 1999, recommends to the Board of Directors of
the Company proposals concerning long and short-term financing, material
divestments and acquisitions, cash and stock dividend policies, programs to
repurchase the Company's stock, stock splits, and other proposed changes in the
Company's capital structure; periodically reviews the Company's capital
expenditure policy and recommends changes to the Board of Directors, where
appropriate, and, when requested by the Board of Directors, reviews and makes
recommendations to the Board of Directors with respect to proposals concerning
major capital expenditures and leasing arrangements; reviews annually the
Company's insurance programs and their adequacy to protect against major losses
and liabilities; reviews and monitors the administration and asset management of
the Company's employee benefit plans, including the selection of investment and
other advisors, the allocation of assets between fixed income and equity, and
the performance of plan investment managers; and reviews and monitors the
administration of the Company's cash and investment portfolios, including the
Company's investment guideline policies.

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

Six meetings of the Board of Directors of the Company were held during the
year ended December 31, 1999.

7
<PAGE> 11

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, 1999.

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 SARS SATION(2)
--------------------------- ---- ------ -------- ------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
G.J. Ratcliffe..................... 1999 $714,000 $390,000 $18,672 200,000 $55,640
Chairman of the Board, President 1998 700,000 780,000 20,242 132,000 55,640
and Chief Executive Officer 1997 650,000 780,000 17,201 120,000 54,140

H. B. Rowell....................... 1999 400,000 185,000 13,116 93,000 4,140
Executive Vice President and 1998 347,500 370,000 11,895 70,000 4,140
Chief Operating Officer 1997 312,000 370,000 9,788 50,000 4,140

T. H. Powers....................... 1999 380,000 123,500 8,903 53,000 45,000
Senior Vice President and 1998 106,692 247,000 -0- 40,000 -0-
Chief Financial Officer 1997 -- -- -- -- --

R. W. Davies....................... 1999 225,000 50,000 6,572 20,000 4,140
Vice President, General 1998 216,300 100,000 5,651 15,000 4,140
Counsel and Secretary 1997 208,000 95,000 5,857 12,000 4,140

T. H. Pluff(3)..................... 1999 256,900 -0- 5,139 12,000 4,140
Group Vice President 1998 251,900 75,000 4,318 18,000 4,140
1997 242,200 125,000 4,496 18,000 4,140
</TABLE>

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

(2) Includes (a) premiums under the Company's supplemental medical plan which
provides for reimbursement of certain medical expenses not covered by the
Company's group insurance policy, (b) Director and Board committee fees for
Mr. Ratcliffe of $51,500 in 1999 and 1998, and $50,000 in 1997 and (c) an
amount paid in 1999 to Mr. Powers in connection with Mr. Powers joining the
Company.

(3) Resigned as of January 15, 2000.

8
<PAGE> 12

OPTIONS/SAR GRANTS DURING 1999 FISCAL YEAR

The following table provides information on option grants in fiscal 1999 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..... 200,000 15.1% $27.656 12/06/09 $3,484,656 $8,794,608
H. B. Rowell........ 93,000 7.0 27.656 12/06/09 1,620,365 4,089,493
T. H. Powers........ 53,000 4.0 27.656 12/06/09 923,434 2,330,571
R. W. Davies........ 20,000 1.5 27.656 12/06/09 348,466 879,461
T. H. Pluff......... 12,000 0.9 27.656 12/06/09 209,079 527,676
</TABLE>

- ---------------
(1) Non-qualified options to acquire shares of Class B Common Stock of the
Company were granted on December 7, 1999 at 100% of the fair market value of
the Class B Common Stock on the date of grant. No portion of the option is
exercisable before the third anniversary of the date of grant; on the third
anniversary of the date of grant the option becomes fully exercisable. The
exercise price of an option may be paid in cash or in shares of either the
Company's Class A Common Stock or Class B Common Stock, or a combination
thereof. The 1973 Plan provides for the acceleration of all options (other
than incentive stock options granted on or after January 1, 1987) in the
event of a "Change of Control" as defined in the 1973 Plan. In the event of
a Change of Control (other than a Change of Control that would be ineligible
for pooling-of-interests accounting if the following cashout right were to
be exercised), all participants who are officers, and any other participants
who are designated by the Compensation Committee, would have the right to
surrender their then exercisable options, including those accelerated within
the thirty-day period following the Change of Control and to receive in cash
the amount by which the highest closing price within the sixty days
preceding the Change of Control of the common stock underlying the option
exceeds the option price for such common stock.

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

9
<PAGE> 13

AGGREGATED OPTIONS/SAR EXERCISES DURING 1999 FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

The following table provides information on stock option exercises in
fiscal 1999 by the named executive officers of the Company and the value of such
officers' unexercised stock options at December 31, 1999.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS
SHARES FISCAL YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
G. J. Ratcliffe.......... 0 $ -- 397,530 452,000 $168,809 $0
H. B. Rowell............. 24,310(2) 242,277 256,888 213,000 500,935 0
T. H. Powers............. 0 -- 0 93,000 0 0
R. W. Davies............. 0 -- 64,110 47,000 74,026 0
T. H. Pluff.............. 13,230(3) 264,882 74,000 48,000 50,097 0
</TABLE>

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

(2) 20,000 shares Class A Common and 4,310 shares Class B Common Stock.

(3) Class B Common Stock.

10
<PAGE> 14

PENSION PLANS

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

<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 $ 60,000 $120,000 $120,000 $120,000
400,000 120,000 240,000 240,000 240,000
600,000 180,000 360,000 360,000 360,000
800,000 240,000 480,000 480,000 480,000
1,000,000 300,000 600,000 600,000 600,000
1,200,000 360,000 720,000 720,000 720,000
1,400,000 420,000 840,000 840,000 840,000
</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, 1999:

<TABLE>
<CAPTION>
OFFICER SERVICE
------- -------
<S> <C>
Mr. Ratcliffe................................ 25
Mr. Rowell................................... 20
Mr. Powers................................... 1
Mr. Davies................................... 17
Mr. Pluff.................................... 10
</TABLE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

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

11
<PAGE> 15

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

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

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

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

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

BASE SALARY

The Company defines its market competitive position for base salaries as
the 50th percentile. This represents a change over the years from a market
competitive position of the 60th percentile for base salaries. To determine the
salary for the Chief Executive Officer and the four highest paid executive
officers, the Compensation Committee reviewed projected 1999 salary data for
companies within our industry and companies of comparable size and complexity.
Based upon this data, base salaries were established to approximate the 50th
percentile for comparable positions in companies both within our industry and
companies from general industry.

BONUS

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

12
<PAGE> 16

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

In determining the 1999 bonus award for each executive officer, the
Compensation Committee's primary focus was the review of the 1999 business plan
with regard to net sales, pre-tax profit, and earnings per share, compared to
actual results. The Compensation Committee recognized the success the Company
has had in achieving non-financial goals in the Company's acquisition and
restructuring programs, and in making strategic plan decisions, which are
expected to result in long-term growth and benefit the shareholders. As noted,
however, the Compensation Committee gave greater consideration to short-term
results. The Company fell short in achieving 1999 financial goals and, as a
result, the 1999 bonuses of the executive officers, including the Chief
Executive Officer, are down from the prior year.

For 1999, the Compensation Committee had designated Mr. Ratcliffe as the
sole participant in the senior executive plan and established his objective
performance goal by designating a percentage of the incentive compensation plan
pool be paid to Mr. Ratcliffe. The Compensation Committee exercised its
discretion pursuant to the senior executive plan to award Mr. Ratcliffe a bonus
of $390,000.

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
1999 net sales, pre-tax profit and earnings per share. The Compensation
Committee also reviewed long-term strategic plans which will position the
Company for greater growth. In determining awards of stock option grants, the
Compensation Committee does not consider the executive officer's unexercised
stock option grants.

In considering levels of stock option grants for the five highest paid
executive officers, the primary focus was to link the executives' long-term
compensation to the success of the Company's long-term strategic plans. The
Compensation Committee recognized that while short-term financial goals have not
been met, the Company has positioned itself for long-term growth which will
benefit shareholders. As a result, the number of shares awarded under the 1999
stock option grants to certain of the executive officers, including the Chief
Executive Officer, increased over the prior year's level.

PERFORMANCE UNITS

This long-term incentive program was designed to link the common interests
of the Company's executives and shareholders in maximizing long-term shareholder
value. The performance units, which were awarded in December, 1996 in the
Company's Class B Common Stock, were based on earnings per share growth over the
three-year period commencing January 1, 1997 and ending December 31, 1999.
Participants were to receive from 0 to 200 percent of the December, 1996 award
grant depending upon whether the average annual compounded earnings per share
growth was (a) below the 10% mark (no award), (b) 10% to 12.4% (100% of award),
(c) 12.5% to 14.9% (150% of award), and (d) 15% and above (200% of award). The
performance unit awards were based upon the actual bonuses paid to the
participants for the year 1996 under

13
<PAGE> 17

the Company's incentive compensation and senior executive incentive compensation
plans, and converted into Class B Common Stock performance units utilizing the
conversion formula in the performance plan. Based upon the actual average annual
compounded earnings per share growth for the three-year period ended December
31, 1999, participants did not receive any award grants under this program.

GENERAL MATTERS

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 in excess of $1 million is performance based or meets
certain other conditions. The Company has qualified the 1973 Plan as a
performance based plan with respect to grants of options made at fair market
value, and adopted the (1) senior executive incentive compensation plan and (2)
performance unit plan, payments under which are intended to qualify as
performance based compensation, but decided not to amend the Company's incentive
compensation plan.

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

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

CORPORATE PERFORMANCE GRAPH

The following graph (prepared by Research Data Group, Inc. for use in this
proxy statement) compares the cumulative total stockholder return on the
Company's Class B Common Stock during the five fiscal years ended December 31,
1999 with a cumulative total return on the (i) Standard & Poor's MidCap 400
("S&P MidCap"), and (ii) Hubbell Self-Constructed Peer Group Index ("HI Peer
Group"). The comparison assumes $100 was invested on January 1, 1995 in the
Company's Class B Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.

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

14
<PAGE> 18

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

<TABLE>
<CAPTION>
HUBBELL INCORPORATED S&P MIDCAP 400 HI PEER GROUP
-------------------- -------------- -------------
<S> <C> <C> <C>
100.00 100.00 100.00
1995 125.00 131.00 129.00
1996 158.00 156.00 155.00
1997 201.00 206.00 185.00
1998 167.00 236.00 194.00
1999 124.00 271.00 181.00
</TABLE>

EMPLOYMENT AGREEMENTS

The Company had agreed to employ Mr. Ratcliffe for a three-year period and
Mr. Rowell for a two-year period at the respective salaries (effective January
1, 2000) of $728,000 and $400,000 per annum. The Agreements are automatically
extended on a daily basis until notice of termination is given (in 1998, the
Company gave notice under the Agreement to Mr. Ratcliffe that his employment
agreement would terminate on May 15, 2001). The Company may increase their
salary and grant them bonuses (which they presently receive by participation in
the Company's incentive compensation plans 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 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

15
<PAGE> 19

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 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.

CONTINUITY AGREEMENTS, SEVERANCE POLICY AND CHANGE OF CONTROL PROVISIONS

Continuity Agreements. The Company has entered into agreements (the
"Continuity Agreements") with the executive officers named in the Summary
Compensation Table (other than Mr. Pluff) providing severance benefits in the
event of a termination of employment in the circumstances described below
following certain "change in control" events, as defined in the Continuity
Agreements. The Continuity Agreements were effective as of December 27, 1999 and
remain in effect through December 27, 2001. Thereafter, the Continuity
Agreements automatically extend for additional one-year periods unless notice is
given to the contrary by the Company at least 180 days prior to the renewal
date. Unless previously terminated as described above, in the event of any
change in control, the Continuity Agreements will remain in effect until the
second anniversary thereof.

Severance benefits under the Continuity Agreements become payable in the
event that, following (or, in certain circumstances, in anticipation of) a
change in control, the executive is terminated without "cause" (generally
defined to include (a) continued and willful failure to perform the executive's
duties after receipt of a written demand to perform, (b) gross misconduct
materially and demonstrably injurious to the Company and (c) conviction of, or
plea of nolo contendere to, a felony) or the executive terminates employment for
"good reason" (generally defined to include (a) material and adverse changes in
the executive's duties and responsibilities, (b) reduction in cash compensation
or failure to annually increase base salary, (c) relocation of the executive's
workplace and (d) any election by the executive to terminate employment during a
thirty-day period following the first anniversary of the change in control or,
in the case of Mr. Ratcliffe, attainment of age 65, if earlier). The benefits
payable under the agreements include (i) a lump sum amount equal to three times
the sum of the executive's annual base salary and annual bonus (as calculated
under the Continuity Agreements), (ii) continuation of certain of the
executive's perquisites for a period of 36 months after termination (or, in the
case of Mr. Ratcliffe, a lump sum payment equal to 105% of his annual base
salary in lieu of such continuation), (iii) a pro-rated portion of the
executive's annual target bonus for the year in which termination occurs, (iv)
enhanced benefits under the Company's SERP, (v) outplacement services at a cost
to the Company not exceeding 15% of the executive's annual base salary, (vi)
medical, dental and life insurance coverage for up to 36 months after
termination, and (vii) all other accrued or vested benefits to which the
executive is entitled under benefit plans in which the executive is
participating (offset by any corresponding benefits under the Continuity
Agreements). In addition, the executive is entitled to a gross-up payment from
the Company to cover any excise taxes (and any income taxes on the gross-up
amount) imposed on these severance payments and benefits as a result of their
being paid and provided in connection with a change in control, unless the total
value of such payments and benefits is less than $50,000 higher than the
greatest amount which could be paid without being subject to excise taxes (in
which event such payments and benefits will be reduced by the amount of the
excess). The Continuity Agreements do not affect the rights of an executive
under any employment agreement to which the executive may be a party immediately
prior to
16
<PAGE> 20

a change in control (including the agreements referred to above under
"Employment Agreements"), but payment of benefits thereunder will reduce any
corresponding benefit under an executive's Continuity Agreement.

Severance Policy and Change of Control Provisions. The Company has a
severance policy which covers corporate officers (other than Messrs. Ratcliffe
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 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, except that, in the event of a
Change of Control where the cash out of an eligible option would cause the
Change of Control transaction to be ineligible for pooling-of-interests
accounting under APB No. 16, no cash out will occur. (See footnote (1) to the
table captioned "Options/SAR Grants During 1999 Fiscal Year.") In the event that
a 1973 Plan participant retires (whether or not a Change of Control has
occurred) with the consent of the Company, the Compensation Committee may, in
its discretion, extend the exercise period of the participant's exercisable
option to the date on which the option would expire in the event that the
participant had continued to be employed by the Company.

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

17
<PAGE> 21

requires the Company, upon a Change of Control, to establish a grantor trust for
the purpose of holding assets in respect of the Company's obligations to make
payments to participants.

COMPENSATION OF DIRECTORS

Each Director receives $35,000 (plus an additional $3,000 for serving as a
committee chairman) per year compensation from the Company plus $1,500 for each
board and board committee meeting attended, together with the expenses, if any,
of such attendance. Directors also receive $1,500 for each rendition of
consulting services otherwise than as part of a board or committee meeting. No
such consulting services were rendered during 1999. The Company and all current
Directors (other than Mr. Ratcliffe) have entered into an agreement to defer
receipt of all or a portion of such fees pursuant to a deferred compensation
agreement providing for payment of the fees in stock units (each stock unit
consisting of one share each of the Company's Class A Common Stock and Class B
Common Stock), subject to certain terms and conditions of the Deferred
Compensation Plan under which the fees are deferred, upon their termination of
service as Directors of the Company. Dividend equivalents are paid on the stock
units and are converted into additional stock units. Certain provisions of the
deferred compensation program do not take effect until the occurrence of certain
"Change of Control" events, as defined in the plan. After the occurrence of a
Change of Control event, the plan may not be amended without the prior written
consent of an affected participant and no termination of the plan shall have the
effect of reducing any benefits accrued under the plan prior to such
termination. Further, in the event of a Change of Control, any stock unit
credited to a Director's account shall be immediately converted into a right to
receive cash and shall thereafter be treated in all respects as part of such
Director's cash account, except that, in the event of a Change of Control in
which the cash out of an eligible stock unit would cause the Change of Control
transaction to be ineligible for pooling-of-interests accounting under APB No.
16, no cash out will occur and the stock unit will instead be paid in shares of
stock of the entity resulting from the transaction as soon as permitted under
the applicable securities laws and accounting rules. Following a Change of
Control, unless a Director has already confirmed his election to receive
installment payments, the cash account will be paid out in one lump sum on the
earlier to occur of (x) the 30th day after the date the Director retires or
otherwise separates from service with the Board, if such retirement or
separation occurs after January 1 but before November 1 of any calendar year and
(y) the January 1 of the year following the Director's retirement or separation
from service. In addition, in the event that any Directors confirm their
elections to receive payment of their cash and/or stock unit accounts in
installment payments, the Company will establish a grantor trust for the purpose
of holding assets in respect of the Company's obligations to make payments,
after a Change of Control, to any Directors who elect to receive installment
payments.

The Company also has a retirement plan for Directors who are not employees
or officers of the Company and who do not qualify to receive a retirement
benefit under any pension plan of the Company or its subsidiaries ("Eligible
Directors"). Under this plan, an Eligible Director retiring at or after age 70
with at least ten years of service as a Director is paid annually for life an
amount equal to (i) his Base Retainer (as defined below), (ii) an additional 10%
of the Base Retainer, and (iii) any additional amounts paid for service as
Committee Chairman. A retiring Eligible Director who had reached age 70 and had
served for at least five but less than ten years as a Director would be entitled
to a reduced amount equal to 50% of his Base Retainer, plus 10% of such Base
Retainer for each year of service beyond five years up to a maximum of nine
years. An Eligible Director who retires prior to age 70 with five or more years
of service as a Director receives a
18
<PAGE> 22

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

MATTERS RELATING TO DIRECTORS

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

19
<PAGE> 23

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 2000 is to be submitted to the meeting for
ratification or rejection. PricewaterhouseCoopers LLP, 300 Atlantic Street,
Stamford, Connecticut, has been selected by the Board of Directors of the
Company to examine such financial statements.

PricewaterhouseCoopers LLP have been independent accountants of the Company
for many years. The Company has been advised that a representative of
PricewaterhouseCoopers LLP will attend the Annual Meeting to respond to
appropriate questions and will be afforded the opportunity to make a statement
if the representative so desires. The fees paid in 1999 for professional
services provided by PricewaterhouseCoopers LLP to the Company and its
subsidiaries were approximately $1,067,036.

If the proposal to ratify the selection of PricewaterhouseCoopers LLP is
not approved by the shareholders, or if prior to the 2001 Annual Meeting,
PricewaterhouseCoopers LLP declines to act or otherwise becomes incapable of
acting, or if its employment is discontinued by the Board of Directors, then the
Board of Directors will appoint other independent accountants whose employment
for any period subsequent to the 2001 Annual Meeting will be subject to
ratification by the shareholders at that meeting.

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

GENERAL

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

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

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

20
<PAGE> 24

SHAREHOLDER PROPOSALS FOR THE
2001 ANNUAL MEETING

Shareholder proposals for inclusion in the proxy materials related to the
2001 Annual Meeting of Shareholders must be received by the Company no later
than December 1, 2000. Any shareholder proposal not intended to be included in
the proxy materials related to the 2001 Annual Meeting of Shareholders must be
received by the Company no later than February 21, 2001 or else management of
the Company will retain discretion to vote proxies received for that meeting in
their discretion with respect to such proposal.

By Order of the Board of
Directors

HUBBELL
INCORPORATED

Orange, Connecticut
March 20, 2000

21
<PAGE> 25
HUBBELL INCORPORATED

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 1, 2000
(FOR SHARES OF CLASS A COMMON STOCK)

PROXY

The undersigned hereby appoints each of G. J. RATCLIFFE and RICHARD W.
DAVIES as proxies of the undersigned, with full power of substitution, to vote
the shares of the undersigned in Hubbell Incorporated at the annual meeting of
its shareholders and at any adjournment thereof upon the matters set forth in
the notice of meeting and Proxy Statement dated March 20, 2000 and upon all
other matters properly coming before said meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS AND FOR PROPOSAL (2)
UNLESS A CONTRARY SPECIFICATION IS MADE, IN WHICH CASE IT WILL BE VOTED IN
ACCORDANCE WITH SUCH SPECIFICATION.

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

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

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 26
Please mark
your votes [X]
as this

FOR SHARES OF CLASS A COMMON STOCK

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

PROPOSAL 1 - ELECTION OF DIRECTORS
G. RATCLIFFE, E. BROOKS, G. EDWARDS, J. HOFFMAN, A. McNALLY IV, D. MEYER,
J. URQUHART, M. WALLOP

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

[ ] [ ]
</TABLE>

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

________________________________________________________________________________

FOR AGAINST ABSTAIN
PROPOSAL 2 - Ratification [ ] [ ] [ ]
of the selection of
PricewaterhouseCoopers as
independent accountants for
the year 2000.

Signature(s) _____________________________________ Date _______________

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

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 27
HUBBELL INCORPORATED

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 1, 2000
(FOR SHARES OF CLASS B COMMON STOCK)

PROXY

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

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

- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 28
Please mark
your votes [X]
as this

FOR SHARES OF CLASS B COMMON STOCK

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

PROPOSAL 1 - ELECTION OF DIRECTORS
G. RATCLIFFE, E. BROOKS, G. EDWARDS, J. HOFFMAN, A. McNALLY IV, D. MEYER,
J. URQUHART, M. WALLOP

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

[ ] [ ]
</TABLE>

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

________________________________________________________________________________

FOR AGAINST ABSTAIN
PROPOSAL 2 - Ratification [ ] [ ] [ ]
of the selection of
PricewaterhouseCoopers as
independent accountants for
the year 2000.

Signature(s) _____________________________________ Date _______________

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

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