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                                                                    EXHIBIT 4(c)







                              HUBBELL INCORPORATED

                              AMENDED AND RESTATED

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS



                      Amended, Effective December 3, 2002.
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                              HUBBELL INCORPORATED

                    DEFERRED COMPENSATION PLAN FOR DIRECTORS

Table of Contents

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                                                                         Page(s)
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ARTICLE I         DEFINITIONS..................................................1

ARTICLE II        ELECTION TO DEFER..........................................2-3

ARTICLE III       DEFERRED COMPENSATION ACCOUNTS.............................3-6

ARTICLE IV        PAYMENT OF DEFERRED COMPENSATION...........................6-8

ARTICLE V         ADMINISTRATION.............................................8-9

ARTICLE VI        AMENDMENT OF PLAN............................................9

ARTICLE VII       CHANGE OF CONTROL.........................................9-15
</TABLE>
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                                    ARTICLE I

                                   DEFINITIONS

1.1      "Board" shall mean the Board of Directors of Hubbell Incorporated.

1.2      "Director" shall mean a member of the Board of Directors of Hubbell who
         is not an employee of Hubbell or any of its subsidiaries.

1.3      "Hubbell" shall mean Hubbell Incorporated and any corporate successors.

1.4      "Plan" shall mean this Deferred Compensation Plan for Directors as it
         may be amended from time to time.

1.5      "Fees" shall mean amounts earned for serving as a member of the Board,
         including any Committees of the Board.

1.6      "Year" shall mean calendar year.

1.7      "Cash Account" shall mean the account created by Hubbell pursuant to
         Article III of this Plan in accordance with an election by a Director
         to receive deferred cash compensation under Article II hereof.

1.8      "Stock Unit" shall mean one share of Hubbell Class A Common Stock and
         one share of Hubbell Class B Common Stock.

1.9      "Stock Unit Account" shall mean the account created by Hubbell pursuant
         to Article III of this Plan in accordance with an election by a
         Director to receive deferred stock compensation under Article II
         hereof.

1.10     "He", "Him" or "His" shall apply equally to male and female members of
         the Board.
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                                   ARTICLE II
                                ELECTION TO DEFER

2.1      A Director may elect, on or before December 31 of any Year, to defer
         payment of all or a specified part of all Fees earned during the Year
         following such election and succeeding Years (until the Director ceases
         to be a Director). Any person who shall become a Director during any
         Year, and who was not a Director of Hubbell on the preceding December
         31, may elect, before the Director's term begins, to defer payment of
         all or a specified part of such Fees earned during the remainder of
         such Year and for succeeding Years. Any Fees deferred pursuant to this
         Section shall be paid to the Director at the time(s) and in the manner
         specified in Article IV hereof, in the form of cash or Hubbell Common
         Stock, or any combination thereof, as designated by the Director.

2.2      The election to participate and manner of payment shall be designated
         by submitting a letter in the form attached hereto as Appendix A to the
         Secretary of Hubbell; provided, however, that during the period of ten
         days after the signing of any agreement by the Company that would, upon
         the consummation of the transactions contemplated therein, result in a
         Change of Control, any Director (whether current or former) who has
         previously elected to receive installment payments of the amounts
         contained in the Director's Accounts shall have the opportunity to
         reconfirm his prior election under the Plan to receive installment
         payments in lieu of the receipt of payment of such amounts in one lump
         payment, and provided, further, however, that in the event that a
         Director does not so reconfirm, the Directors Cash Account and/or Stock
         Account shall be paid out in one lump sum, in accordance with the terms
         of Article IV hereof.
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2.3      The election shall continue from Year to Year unless the Director
         terminates it by written request delivered to the Secretary of Hubbell
         prior to the commencement of the Year for which the termination is
         first effective.

                                   ARTICLE III
                         DEFERRED COMPENSATION ACCOUNTS

3.1      Hubbell shall maintain separate memorandum accounts for the Fees
         deferred by each Director.

3.2      Hubbell shall credit, on the date Fees become payable, to the Cash
         Account of each Director the deferred portion of any Fees due the
         Director as to which an election to receive cash has been made. Fees
         deferred in the form of cash (and interest thereon) shall be held in
         the general funds of Hubbell.

3.3      Hubbell shall credit the Cash Account of each Director on a quarterly
         basis with interest at the prime rate in effect at Hubbell's principal
         commercial bank on the date of the next immediately following regular
         quarterly Directors' meeting. A Director's Cash Account shall continue
         to accrue interest in the foregoing manner during the period beginning
         on the date that the Director retires or separates from the Board and
         ending two days prior to the date on which the balance of the
         Director's Cash Account will be paid (whether the Director has elected
         to receive the distribution of his or her Cash Account in a lump sum or
         in installment payments), in accordance with the terms of Article IV
         hereof, in satisfaction of all payments owed to the Director under the
         Plan.

3.4      Hubbell shall credit, on the date Fees become payable, the Stock Unit
         Account of each Director with the number of Stock Units which is equal
         to: the deferred portion of any
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         Fees due the Director as to which an election to receive Hubbell Common
         Stock has been made, divided by the sum of the closing prices of
         Hubbell's Class A Common Stock and Class B Common Stock as reported on
         the New York Stock Exchange (the "NYSE") on the date such Fees would
         otherwise have been paid (the "Stock Unit Value"). If closing prices
         are not available from the NYSE for both the Class A Common Stock and
         the Class B Common Stock on the date such Fees would otherwise have
         been paid, then the next preceding practicable date for which such
         closing prices are available shall be used.

3.5      Hubbell shall credit the Stock Unit Account of each Director who has
         elected to receive deferred compensation in the form of Stock Units
         with the number of Stock Units equal to any cash dividends (or the fair
         market value of dividends paid in property other than dividends payable
         in Common Stock of Hubbell) payable on the number of shares of Class A
         Common Stock or Class B Common Stock represented by the number of Stock
         Units in each Director's Stock Unit Account divided by the Stock Unit
         Value on the dividend payment date. Dividends payable in Common Stock
         on both Class A and Class B Common Stock of Hubbell and in respect of
         each class in shares of such class will be credited to each Director's
         Stock Unit Account in the form of Stock Units. Dividends payable on
         both Class A and Class B Common Stock in shares of Class B Common Stock
         will be credited to each Director's Stock Unit Account in the form of
         Stock Units in an amount determined by multiplying the number of Class
         B dividend shares payable to such Director by the closing price of the
         Class B Common Stock on the dividend payment date and dividing that
         product by the Stock Unit Value on such dividend payment date. A
         Director's Stock Unit Account shall continue to be credited with
         dividends in the foregoing manner during the period beginning on the
         date that the Director retires or
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         separates from the Board and ending two days prior to the date on which
         the balance of the Director's Stock Unit Account will be paid (whether
         the Director has elected to receive the distribution of his or her
         Stock Unit Account in a lump sum or in installment payments), in
         accordance with the terms of Article IV hereof, in satisfaction of all
         payments owed to the Director under the Plan. If adjustments are made
         to the outstanding shares of Hubbell Common Stock as a result of
         split-ups, recapitalizations, mergers, consolidations and the like, an
         appropriate adjustment also will be made in the number of Stock Units
         credited to the Director's Stock Unit Account.

3.6      Stock Units shall be computed to three decimal places.

3.7      Stock Units shall not entitle any person to rights of a stock holder
         with respect to such Stock Units unless and until shares of Hubbell
         Class A Common Stock or Class B Common Stock have been issued to such
         person in respect of such Stock Units pursuant to Article IV hereof.

3.8      Hubbell shall not be required to acquire, reserve, segregate, or
         otherwise set aside shares of its Class A Common Stock or Class B
         Common Stock for the payment of its obligations under the Plan, but
         shall make available as and when required a sufficient number of its
         Class A Common Stock and Class B Common Stock to meet the needs of the
         Plan. Notwithstanding the foregoing, no more than 2,431 shares of Class
         A Common Stock and 300,000 shares of Class B Common Stock may be issued
         as payment under the Plan.

3.9      Nothing contained herein shall be deemed to create a trust of any kind
         or any fiduciary relationship. To the extent that any person acquires a
         right to receive payments from
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         Hubbell under the Plan, such right shall be no greater than the right
         of any unsecured general creditor of Hubbell.

3.10     Hubbell may enter into a trust agreement creating an irrevocable
         grantor trust for the holding of cash credited to the Cash Account of
         each Director under the Plan. Any assets of such trust shall be subject
         to the claims of creditors of Hubbell to the extent set forth in the
         trust, and Directors' interests in benefits under this Plan shall only
         be those of unsecured creditors of Hubbell. In the event of a Change of
         Control, if, unless all Directors (whether current or former) elect
         (pursuant to Section 2.2 hereof) to receive payment of his or her Cash
         Account in lump sum payments following a Change of Control Transaction,
         then, prior to the consummation of the Change of Control, Hubbell shall
         enter into a trust agreement creating an irrevocable grantor trust for
         the holding of cash, annuity contracts, and/or any other assets as
         determined by the Board in respect of the amounts contained in each
         such Director's Cash Account; provided, further, that upon the
         occurrence of a Change of Control, Hubbell shall transfer to the
         trustee of the foregoing trust the maximum amount of assets estimated
         to be necessary to satisfy Hubbell's obligations hereunder, as in
         effect immediately prior to the Change of Control.

                                   ARTICLE IV
                        PAYMENT OF DEFERRED COMPENSATION

4.1      Timing and Form of Payment. Unless otherwise provided for in this Plan,
         amounts contained in a Director's Cash Account and/or Stock Unit
         Account will be distributed in a lump sum or in installment payments as
         the Director's election (made pursuant to Section 2.2) shall provide.
         Distributions shall begin with the first day of the Year
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         following the Director's retirement or separation from the Board.
         Amounts credited to a Director's Cash Account shall be paid in cash.
         Amounts credited to a Director's Stock Unit Account prior to July 7,
         1988 (the "Cutoff Date") shall be paid in the form of one share of
         Hubbell Class A Common Stock and one share of Class B Common Stock for
         each Stock Unit. Amounts credited to a Director's Stock Unit Account on
         or after the Cutoff Date shall be paid in the form of (x) one share of
         Class B Common Stock for each Stock Unit, plus (y) the aggregate number
         of shares of Class B Common Stock equal to the total number of Stock
         Units in such Director's Stock Unit Account, multiplied by the closing
         price of the Class A Common Stock as reported on NYSE on the third
         business day preceding the date of payment, divided by the closing
         price of the Class B Common Stock as reported on NYSE on the third
         business day preceding the date of payment. A cash payment will be made
         with any final installment for any fractions of a Stock Unit remaining
         in the Director's Stock Unit Account. Such fractional share will be
         valued at the Stock Unit Value on the date of settlement.
         Notwithstanding the foregoing to the contrary, in the event that
         payment of a Directors Stock Unit Account in the form of Class A Common
         Stock or Class B Common Stock would cause the limits on the maximum
         number of shares which may be issued under the Plan under Section 3.8
         to be exceeded, then the Director's Stock Unit Account shall be
         distributed first up to the maximum number of shares of Class A Common
         Stock and Class B Common Stock which would not exceed the limit, and
         the balance thereof shall be distributed in cash.

4.2      Designation of Beneficiary. Each Director shall have the right to
         designate a beneficiary who is to succeed to his right to receive
         payments hereunder in the event of death. Any designated beneficiary
         will receive payments in the same manner as the Director if he had
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         lived. In case of a failure of designation or the death of a designated
         beneficiary without a designated successor, the balance of the amounts
         contained in the Director's Cash Account and/or Stock Unit Account
         shall be payable in accordance with Section 4.1 to the Director's or
         former Director's estate in full on the first day of the Year following
         the Year in which the Director or his designated beneficiary dies. No
         designation of beneficiary or change in beneficiary shall be valid
         unless in writing signed by the Director and filed with the Secretary
         of Hubbell. Any beneficiary may be changed without the consent of any
         prior beneficiary.

4.3      No Termination. The Board shall not terminate this Plan solely to
         accelerate the payment of any amounts previously credited to a
         Director's Cash Account or Stock Unit Account.

                                    ARTICLE V
                                 ADMINISTRATION

5.1      The books and records to be maintained for the purpose of the Plan
         shall be maintained by Hubbell at its expense. All expenses of
         administering the Plan shall be paid by Hubbell.

5.2      Except to the extent required by law, the right of any Director or any
         beneficiary to any benefit or to any payment hereunder shall not be
         subject in any manner to attachment or other legal process for the
         debts of such Director or beneficiary; and any such benefit or payment
         shall not be subject to alienation, sale, transfer, assignment or
         encumbrance.

5.3      No member of the Board and no officer or employee of Hubbell shall be
         liable to any person for any action taken or omitted in connection with
         the administration of the Plan unless attributable to his own fraud or
         willful misconduct, and Hubbell shall not be liable
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         to any person for any such action unless attributable to fraud or
         willful misconduct on the part of a Director, officer or employee of
         Hubbell.

                                   ARTICLE VI
                                AMENDMENT OF PLAN

6.1      Subject to any shareholder approval which may be required by law or the
         requirements of any stock exchange on which Hubbell's Class A or Class
         B Common Stock is then listed, the Plan may be amended, suspended or
         terminated in whole or in part from time to time by the Board, except
         no amendment, suspension, or termination shall apply to the payment to
         any Director or beneficiary of a deceased Director of any amounts
         previously credited to a Director's Cash Account or Stock Unit Account,
         without the Director's consent.

6.2      Notice of every such amendment shall be given in writing to each
         Director and beneficiary of a deceased director.

                                   ARTICLE VII
                                CHANGE OF CONTROL

7.1      The provisions of Sections 7.3 and 7.4 of this Article VII shall become
         effective immediately upon the occurrence of a Change of Control (as
         defined in Section 7.2(a) of this Article VII).

7.2      (a) "Change of Control" - shall mean any one of the following:

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

                  (ii)     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
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                           beneficial owner, directly or indirectly, of twenty
                           (20%) percent or more of the voting power of the then
                           outstanding securities of Hubbell entitled to vote
                           for the election of Hubbell's directors; provided
                           that this Article VII 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 Hubbell or any
                           affiliate of Hubbell;

                  (iii)    the approval by Hubbell's stockholders of the merger
                           or consolidation of Hubbell with any other
                           corporation, the sale of substantially all of the
                           assets of Hubbell or the liquidation or dissolution
                           of Hubbell, 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
                           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

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

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

         (c)      "Change of Control Transaction" shall mean the closing of the
                  transaction constituting the Change of Control, which shall
                  include, for purposes of the events described in Section
                  7.2(a)(iii), above, the consummation of the merger or
                  consolidation approved by Hubbell's stockholders.

7.3      Article IV is amended by inserting at the end of the second sentence of
         Section 4.1 the following proviso:

         "; provided, however, that in the event that such retirement or
         separation occurs on or after a Change of Control Transaction such
         distributions shall begin, if earlier, 30 days after the date of any
         such retirement or separation if such retirement or separation occurs
         after January 1 but prior to November 1 of any Year; and provided,
         further, that in the event that such Change of Control Transaction is
         intended to be, and is, otherwise eligible for pooling-of-interests
         accounting treatment under APB No. 16, any portion of such
         distributions payable in shares of common stock shall not commence
         until the first day on which a Director could sell such shares of
         common stock acquired in the Change of Control Transaction without
         incurring any liability under any federal or state securities laws or
         eliminating the ability of the Company to meet any applicable
         pooling-of-interests accounting requirements under APB No. 16."

7.4      Article IV is further amended by adding a new Section 4.4 as follows:
         Form of Payment Upon the Occurrence of a Change of Control Transaction.

         (a)      Upon the occurrence of a Change of Control Transaction, the
                  amounts credited to a Director's Cash Account shall be paid in
                  cash.
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         (b)      Upon the occurrence of a Change of Control Transaction, the
                  amounts credited to a Director's Stock Unit Account shall be
                  converted into a Director's Cash Account under the following
                  circumstances:

                  (i)      In the event of a Change of Control Transaction in
                           which the shareholders of Hubbell are entitled to
                           receive cash in exchange for their shares of Hubbell
                           Common Stock, any Stock Unit credited to a Director's
                           Stock Unit Account shall be converted into a right to
                           receive cash and shall thereafter be treated in all
                           respects as part of such Director's Cash Account. The
                           amount added to the Cash Account pursuant to the
                           preceding sentence shall be determined by converting
                           each Stock Unit into the right to receive an amount
                           of cash equal to the highest of the product of (x)
                           the number of Units held in the Stock Unit Account
                           multiplied by (y) (A) the per share amount payable to
                           a shareholder of Hubbell holding one share of Hubbell
                           Class A Common Stock and one share of Hubbell Class B
                           Common Stock in the Change of Control or (B) the sum
                           of the closing prices of one share of Hubbell Class A
                           Common Stock and one share of Hubbell Class B Common
                           Stock, as applicable, on the NYSE on that day on
                           which the aggregate of such closing prices was the
                           highest, within the 60 days preceding either (I) the
                           date on which the shareholders of Hubbell approve the
                           Change of Control Transaction or (II) the date on
                           which the Change of Control Transaction occurs.

                  (ii)     In the event of a Change of Control Transaction in
                           which the shareholders of Hubbell are entitled to
                           receive some number of shares of common stock
<PAGE>
                           of the acquiror (or, if applicable, the merger
                           partner) and some amount of cash in exchange for
                           their shares of Hubbell Common Stock, any Stock Unit
                           credited to a Director's Stock Unit Account shall be
                           converted into a right to receive cash and shall
                           thereafter be treated in all respects as part of such
                           Director's Cash Account. The amount added to the Cash
                           Account pursuant to the preceding sentence shall be
                           determined by converting each Stock Unit into the
                           right to receive an amount of cash equal to the
                           highest of the product of (x) the number of Units
                           held in the Stock Unit Account multiplied by (y) the
                           sum of the closing prices of one share of Hubbell
                           Class A Common Stock and one share of Hubbell Class B
                           Common Stock, as applicable, on the NYSE on that day
                           on which the aggregate of such closing prices was the
                           highest, within the 60 days preceding either (A) the
                           date on which the shareholders approve the Change of
                           Control Transaction or (B) the date on which the
                           Change of Control Transaction occurs.

                  (iii)    In the event of a Change of Control Transaction in
                           which the shareholders of Hubbell are entitled to
                           receive only shares of common stock in the acquiror
                           (or the merger partner, if applicable), but the
                           Change of Control Transaction is not intended to be,
                           and is not otherwise, accounted for using
                           pooling-of-interests accounting treatment under APB
                           No. 16, the Director's Stock Unit Account shall be
                           treated as provided in Section 4.4(b)(ii).

         (c)      The amounts credited to a Director's Stock Unit Account shall
                  be paid in shares of common stock only upon the occurrence of
                  the following: (i) a Change of Control
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                  Transaction occurs in which the shareholders of Hubbell are
                  entitled to receive only shares of common stock in the
                  acquiror (or the merger partner, if applicable), which
                  Transaction is intended to be, and is otherwise, accounted for
                  using pooling-of-interests accounting treatment under APB No.
                  16, and (ii) the conversion into a right to receive cash in
                  respect of any portion of such Director's Stock Unit Account
                  would cause such Transaction to be ineligible for
                  pooling-of-interests accounting under APB No. 16. Under such
                  circumstances, the foregoing conversion shall not be made
                  unless and until the Board provides otherwise and, in lieu
                  thereof, a Director's Stock Unit Account shall be immediately
                  converted into a right to receive (x) the number of shares of
                  common stock otherwise receivable by a shareholder of Hubbell
                  holding one share of Hubbell Class A Common Stock and one
                  share of Hubbell Class B Common Stock in the Change of Control
                  Transaction multiplied by (y) the number of Units held in the
                  Director's Stock Unit Account, and shall thereafter continue
                  to be treated in all respects as part of such Director's Stock
                  Account, payable in accordance with Section 4.1.

7.4      Article VI is amended by adding a new Section 6.3 as follows:

                  "Notwithstanding any other provision of the Plan to the
                  contrary:

                  (i)      any amounts credited to a Director's Cash Account or
                           Stock Unit Account as of the date of a Change of
                           Control may not be reduced;

                  (ii)     no amendment or action by the Board which affects any
                           Director under the Plan is valid and enforceable
                           without the prior written consent of such Director;
                           and
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                  (iii)    no termination of the Plan shall have the effect of
                           reducing any amounts credited to a Director's Cash
                           Account or Stock Unit Account."

Adopted by the Board of Directors on December 12, 1978 and amended on December
14, 1982, December 9, 1986, June 14, 1989, June 20, 1991, December 8, 1999, and
December 3, 2002.