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                                                                    Exhibit 10aa







                              HUBBELL INCORPORATED


                            TOP HAT RESTORATION PLAN


                      (as amended, effective June 6, 2002)
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                              HUBBELL INCORPORATED

                            TOP HAT RESTORATION PLAN


                                Table of Contents

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

ARTICLE II    DEFINITIONS.............................................      1

ARTICLE III   ELIGIBILITY.............................................      2

ARTICLE IV    RETIREMENT BENEFITS.....................................      2

ARTICLE V     PAYMENT OF RETIREMENT BENEFITS..........................      3

ARTICLE VI    PRE-RETIREMENT SPOUSE'S EXCESS BENEFIT..................      4

ARTICLE VII   FUNDING.................................................      5

ARTICLE VIII  PLAN ADMINISTRATION.....................................      6

ARTICLE IX    AMENDMENT AND TERMINATION...............................      6

ARTICLE X     MISCELLANEOUS PROVISIONS................................      6

ARTICLE XI    CHANGE OF CONTROL.......................................      8

Exhibit A     Assumptions.............................................     11
</TABLE>
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                                    ARTICLE I
                                     PURPOSE

1.1   The purpose of the Hubbell Incorporated Top Hat Restoration Plan (the
      "Plan") is to provide monthly supplemental retirement income for a select
      group of key executives of Hubbell Incorporated (the "Employer") by
      providing a benefit which supplements the retirement benefit payable under
      the Hubbell Incorporated Retirement Plan for Salaried Employees (the
      "Hubbell Retirement Plan"). This Plan is being established and maintained
      primarily for the purpose of providing deferred compensation for a select
      group of management or highly compensated employees within the meaning of
      Section 4021(b)(6) of the Employee Retirement Income Security Act of 1974,
      as amended ("ERISA"), and is intended to be an "excess benefit plan," as
      that term is defined in Section 3(36) of ERISA.


                                   ARTICLE II
                                   DEFINITIONS

2.1   "Beneficiary" shall mean the beneficiary or beneficiaries designated
      pursuant to the Hubbell Retirement Plan.

2.2   "Board of Directors" means the Board of Directors of Hubbell Incorporated.

2.3   "Code" means the Internal Revenue Code of 1986, as amended.

2.4   "Compensation Cap" means the limitation imposed on a Participant's annual
      compensation pursuant to Section 401(a)(17) of the Code.

2.5   "Compensation Committee" means the Compensation Committee of the Board of
      Directors.

2.6   "Defined Benefit Maximum" means the limitation imposed on a Participant's
      annual benefit pursuant to Section 415(b) of the Code.

2.7   "Effective Date" means May 1, 1993.

2.8   "Employee" means a person who is employed by the Employer on a regular,
      full-time basis.

2.9   "Employer" means Hubbell Incorporated, and its successor, and any of its
      subsidiaries so designated by the Board of Directors.

2.10  "Key Executive" means an Employee (other than an employee participating in
      the Hubbell Incorporated Supplemental Executive



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      Retirement Plan) so designated by the Compensation Committee and as to
      whom the Compensation Committee has not withdrawn such designation.


2.11  "Participant" has the meaning set forth in Section 3.1 hereof.

2.12  "Retirement" means retirement by a Participant under the Hubbell
      Retirement Plan, and includes Early Retirement, Normal Retirement, Late
      Retirement, Deferred Vested Retirement and Disability Retirement, all as
      defined therein.

2.13  "Service" means a Participant's Service pursuant to Article 3 of the
      Hubbell Retirement Plan.

2.14  "Spouse" shall mean the person to whom the Participant was lawfully
      married for at least one (1) year on the Participant's actual date of
      Retirement from the Employer.


                                   ARTICLE III
                                   ELIGIBILITY

3.1   Each Key Executive of the Employer whose compensation exceeds the
      Compensation Cap in Section 401 (a)(17) of the Code shall be a Participant
      in the Plan. Key Executives shall continue to be Participants until they
      are no longer entitled to retirement or deferred vested benefits under the
      Hubbell Retirement Plan or they are no longer entitled to Retirement
      Benefits under this Plan, whichever is earlier.

3.2   Each Participant shall be eligible to accrue benefits under this Plan for
      any period that his benefit accrued for such period under the Hubbell
      Retirement Plan is subject to limitations on benefits and contributions
      imposed by the applicable sections of the Code (including, without
      limitation, the Compensation Cap and the Defined Benefit Maximum).


                                   ARTICLE IV
                               RETIREMENT BENEFITS

4.1   A Participant's Retirement Benefit under this Plan shall be the excess of

      (i)   the applicable Early, Normal, Late, Deferred Vested or Disability
            Retirement benefit to which the Participant is entitled pursuant to
            the applicable formula set forth in the Hubbell Retirement Plan as
            if the calculation were performed without consideration of the
            Compensation Cap and Defined Benefit Maximum, over



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      (ii)  the amount to which the Participant is entitled under the Hubbell
            Retirement Plan.

4.2   Subject to Article X of this Plan, Retirement Benefits available under
      this Plan will be paid in the same form as the Participant has elected for
      payment of the underlying retirement benefits under the Hubbell Retirement
      Plan, and Retirement Benefit payments under this Plan shall be made in the
      same manner as elected by the Participant under the Hubbell Retirement
      Plan; provided, however, that notwithstanding any such election made under
      the Hubbell Retirement Plan, if the Actuarial Equivalent Value (as defined
      in and determined under Section 1.02 of the Hubbell Retirement Plan) of
      the Retirement Benefits payable to the Participant under this Plan is Ten
      Thousand Dollars ($10,000) or less at the time such Retirement Benefits
      are payable under this Plan, such Retirement Benefits shall be payable as
      a lump sum. In addition, Retirement Benefits are payable under the same
      circumstances and with the same restrictions (other than payment limits)
      as benefit payments under the Hubbell Retirement Plan.


                                    ARTICLE V
                         PAYMENT OF RETIREMENT BENEFITS

5.1   All Retirement Benefits hereunder shall be payable in monthly installments
      equal to one-twelfth (1/12th) of the annual amounts determined under this
      Plan; provided, however, that any portion of the Retirement Benefits
      payable under this Plan as a lump sum shall be paid sixty (60) days after
      the date when payments of the same Retirement Benefits under this Plan, if
      payable in the form of an annuity, would otherwise commence, or as soon as
      practicable thereafter, provided the Compensation Committee has approved
      such payment. Any such lump sum distribution of a Participant's or
      Beneficiary's Retirement Benefits under this Plan shall fully satisfy all
      present and future Plan liability with respect to such Participant or
      Beneficiary for such portion or all of such Retirement Benefits so
      distributed.

5.2   If paid in the form of an annuity, a Participant's Retirement Benefit, if
      any, hereunder shall be payable for the life of the Participant,
      commencing on the fifteenth (15th) day of the month commencing after the
      Participant's actual Retirement date under the Hubbell Retirement Plan (or
      any successor defined benefit pension plan). The Participant's last
      payment of Retirement Benefits hereunder shall be made on the fifteenth
      (15th) day of the month in which the Participant dies, unless the
      Participant has designated an eligible Beneficiary at his date of death
      with respect to benefits under the Hubbell Retirement Plan, in which case
      survivor benefit


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      payments shall be made to said Beneficiary in accordance with the
      Participant's election regarding payment in such circumstances under the
      Hubbell Retirement Plan; provided, however, that notwithstanding any such
      election made under the Hubbell Retirement Plan, if the Actuarial
      Equivalent Value (as defined in and determined under Section 1.02 of the
      Hubbell Retirement Plan) of the Retirement Benefits payable under this
      Plan to the eligible Beneficiary is Ten Thousand Dollars ($10,000) or less
      at the time such Retirement Benefits are payable under this Plan, such
      Retirement Benefits shall be payable as a lump sum. In the event that the
      Participant has no such eligible Beneficiary at the time of his death, the
      amount, if any, payable under this Plan shall be distributed to the person
      or persons who would otherwise be entitled to receive a distribution of
      the Participant's benefits under the Hubbell Retirement Plan.


                                   ARTICLE VI
                     PRE-RETIREMENT SPOUSE'S EXCESS BENEFIT

6.1   If a married Participant dies prior to his Annuity Starting Date (as
      defined in Section 1.05 of the Hubbell Retirement Plan), leaving a
      surviving Spouse entitled to receive a Pre-Retirement Spouse's Retirement
      Benefit pursuant to Section 4.08 of the Hubbell Retirement Plan, such
      surviving Spouse shall be entitled to receive a Pre-Retirement Spouse's
      Excess Benefit under this Plan equal to the difference between

      (i)   the Pre-Retirement Spouse's Retirement Benefit to which the Spouse
            is entitled under the Hubbell Retirement Plan and

      (ii)  the amount to which the Spouse would be entitled if the calculation
            of the Pre-Retirement Spouse's Retirement Benefit were performed
            without consideration of the Compensation Cap and Defined Benefit
            Maximum.

6.2   Any Pre-Retirement Spouse's Excess Benefit available under this Plan shall
      be payable in the same form and manner as the Pre-Retirement Spouse's
      Retirement Benefit is paid under the Hubbell Retirement Plan, commencing
      on the fifteenth (15th) day of the month in which payment of the
      Pre-Retirement Spouse's Retirement Benefit under the Hubbell Retirement
      Plan commences and terminating on the fifteenth (15th) day of the month in
      which the Spouse's death occurs; provided, however, that any portion of
      the Pre-Retirement Spouse's Excess Benefit payable under this Plan as a
      lump sum shall be paid sixty (60) days after the date when payments of the
      same benefits under this Plan, if payable in the form of an annuity, would
      otherwise commence, or as soon as practicable thereafter, provided the
      Compensation Committee has approved such payment; and provided, further,
      that notwithstanding the above or any election made


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      under the Hubbell Retirement Plan, if the Actuarial Equivalent Value
      (as defined in and determined under Section 1.02 of the Hubbell Retirement
      Plan) of the Pre-Retirement Spouse's Excess Benefit payable under this
      Plan to the eligible Spouse is Ten Thousand Dollars ($10,000) or less at
      the time such Pre-Retirement Spouse's Excess Benefit is payable under this
      Plan, such Pre-Retirement Spouse's Excess Benefit shall be payable as a
      lump sum. Any such lump sum distribution of a Pre-Retirement Spouse's
      Excess Benefit under this Plan shall fully satisfy all present and future
      Plan liability with respect to such Spouse for such portion or all of such
      benefits so distributed.


                                   ARTICLE VII
                                     FUNDING

7.1   Benefits under this Plan shall not be prefunded, but shall be paid by the
      Employer as and when they become due as provided herein. No Retirement
      Benefit payable hereunder shall be considered segregated funds and all
      such amounts shall, at all times prior to the payment of the same, be and
      continue to be the property of the Employer, commingled with its other
      assets and available to satisfy the claims of the general creditors of the
      Employer. A Participant's, Beneficiary's and/or Spouse's interests in
      benefits under this Plan shall only be those of unsecured creditors of the
      Employer.


                                  ARTICLE VIII
                               PLAN ADMINISTRATION

8.1   The general administration of this Plan and the responsibility for
      carrying out the provisions hereof shall be vested in the Compensation
      Committee. The Compensation Committee may adopt, subject to the approval
      of the Board of Directors, such rules and regulations as it may deem
      necessary for the proper administration of this Plan, and its decision in
      all matters shall be final, conclusive, and binding.


                                   ARTICLE IX
                            AMENDMENT AND TERMINATION

9.1   The Board of Directors reserves in its sole and exclusive discretion the
      right at any time and from time to time to amend this Plan in any respect
      or terminate this Plan without restriction and without the consent of any
      Participant, Beneficiary or Spouse; provided, however, that no amendment
      or termination of this Plan shall impair the right of any Participant,
      Beneficiary or Spouse to receive benefits earned and accrued hereunder
      prior to such amendment or termination. The Board of Directors shall not


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      terminate this Plan solely to accelerate benefits earned and accrued
      hereunder. Any amounts not currently payable to a Participant, Beneficiary
      or Spouse shall revert to the Employer in the event of termination of the
      Plan.


                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

10.1  No Guarantee of Employment. Nothing contained herein shall be deemed to
      give any individual the right to be retained in the service of the
      Employer or to interfere with the rights of the Employer to discharge any
      individual at any time, with or without cause.

10.2  Non-Alienation of Benefits. No Retirement Benefit payable hereunder may be
      assigned, pledged, mortgaged or hypothecated and, to the extent permitted
      by law, no such Retirement Benefit shall be subject to legal process or
      attachment for the payment of any claims against any person entitled to
      receive the same. Notwithstanding any provision herein to the contrary,
      the Employer may, as the Compensation Committee in its sole and absolute
      discretion shall determine, offset any amount to be paid to a Participant,
      Beneficiary or Spouse hereunder against any amounts which such Participant
      may owe to the Employer or a subsidiary of the Employer.

10.3  Payment to Incompetents. If a Participant, Beneficiary or Spouse entitled
      to receive any benefit hereunder is deemed by the Compensation Committee
      or is adjudged by a court of competent jurisdiction to be legally
      incapable of giving valid receipt and discharge for such benefit, such
      payments shall be paid to such person or persons as the Compensation
      Committee shall designate or to the person's duly appointed guardian. Such
      payments shall, to the extent made, be deemed a complete discharge for
      such payments under this Plan.

10.4  Loss of Benefits. At the sole discretion of the Compensation Committee,
      and after written notice to the Participant, Beneficiary, or Spouse, as
      the case may be, rights to receive any benefit under this Plan may be
      forfeited, suspended, reduced or terminated in cases of gross misconduct
      by the Participant which is reasonably deemed to be prejudicial to the
      interests of the Employer or a subsidiary of the Employer, including but
      not limited to the utilization or disclosure of confidential information
      for gain or otherwise.

10.5  Noncompetition. A Participant shall forfeit for himself and his
      Beneficiary or Spouse any and all benefits pursuant to this Plan if said
      Participant violates the notice provision of this paragraph, or anywhere
      in the United


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      States or outside of the United States, directly or indirectly, owns,
      manages, operates, joins or controls, or participates in the ownership,
      management, operation or control of, or becomes a director or an employee
      of, or a consultant to, any person, firm, or corporation which competes
      with the Employer; provided, however, that the provisions of this Article
      10.5 shall not apply to investments by the Participant in shares of stock
      traded on a national securities exchange or on the national
      over-the-counter market which shall have an aggregate market value, at the
      time of acquisition, of less than two percent (2%) of the outstanding
      shares of such stock. A Participant shall be obligated to give the
      Employer at least sixty (60) days' prior written notice, by registered or
      certified mail, postage prepaid, addressed to the Secretary, Hubbell
      Incorporated, 584 Derby Milford Road, Orange, Connecticut 06477, of his
      intention, directly or indirectly, to own, manage, operate, join or
      control, or participate in the ownership, management, operation or control
      of, or become a director or an employee of, or a consultant to, any
      person, firm, or corporation following which, within a period of sixty
      (60) days from its receipt of such notice, the Employer will mail to the
      Participant by registered or certified mail, postage prepaid, a statement
      of its opinion as to whether said intention of the Participant violates
      this Article 10.5.

10.6  Withholding. Payments made by the Employer under this Plan to any
      Participant, Beneficiary or Spouse shall be subject to such withholding as
      shall, at the time for such payment, be required under any income tax or
      other laws, whether of the United States or any other jurisdiction.

10.7  Expenses. All expenses and costs in connection with the operation of this
      Plan shall be borne by the Employer.

10.8  Governing Law. The provisions of this Plan will be construed according to
      the laws of the State of Connecticut, excluding the provisions of any such
      laws that would require the application of the laws of another
      jurisdiction.

10.9  Gender and Number. The masculine pronoun wherever used herein shall
      include the feminine gender and the feminine the masculine and the
      singular number as used herein shall include the plural and the plural the
      singular unless the context clearly indicates a different meaning.

10.10 Titles and Heading. The titles to articles and headings of sections of
      this Plan are for convenience of reference, and in case of any conflict,
      the text of the Plan, rather than such titles and headings, shall control.




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                                   ARTICLE XI
                                CHANGE OF CONTROL

11.1  The provisions of this Article 11 shall become effective immediately upon
      the occurrence of a Change of Control (as defined in Section 11.2).

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

      (a)   Continuing Directors (as defined in (e) below) on the Board of
            Directors no longer constitute at least 2/3 of the Directors (as
            defined in (f) below);

      (b)   Any person or group of persons (as defined in Rule 13d-5 under the
            Securities Exchange Act of 1934 ("Exchange Act")), together with its
            affiliates, becomes the beneficial owner, directly or indirectly, of
            twenty percent (20%) or more of the voting power of the then
            outstanding securities of the Employer entitled to vote for the
            election of the Employer's Directors; provided, that this Article XI
            shall not apply with respect to any holding of securities by (I) the
            trust under a Trust Indenture dated September 2, 1957 made by Louie
            E. Roche, (II) the trust under a Trust Indenture dated August 23,
            1957 made by Harvey Hubbell, and (III) any employee benefit plan
            (within the meaning of Section 3(3) of ERISA) maintained by the
            Employer or any affiliate of the Employer;

      (c)   The approval by the Employer's stockholders of the merger or
            consolidation of the Employer with any other corporation, the sale
            of substantially all of the assets of the Employer, or the
            liquidation or dissolution of the Employer, 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 Exchange Act) of such corporation; or

      (d)   At least 2/3 of the incumbent Directors in office immediately prior
            to any other action proposed to be taken by the Employer's
            stockholders determine that such proposed action, if taken, would
            constitute a Change of Control of the Employer and such action is
            taken.

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



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

      (g)   "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 11.2(c), above, the
            consummation of the merger or consolidation approved by the
            Employer's stockholders.

11.3  A new Section 5.3 is added, as follows:

      "5.3  Change of Control. Notwithstanding any of the foregoing, upon the
            occurrence of a Change of Control Transaction, unless a Participant
            (whether current or former), Beneficiary or Spouse (as the case may
            be) elects otherwise during the period of ten (10) days after
            notification by the Employer of the signing of any agreement by the
            Employer that would, upon the consummation of the transactions
            contemplated therein, result in a Change of Control, all benefits
            otherwise payable under this Plan to such Participant, Beneficiary
            or Spouse, as the case may be, shall be paid out in one lump sum no
            later than thirty (30) days after such Participant's termination of
            employment with the Employer for any reason, including death, or, if
            the Participant is in pay status or deceased at the time of the
            Change of Control, to such Participant or his Beneficiary or Spouse
            (as the case may be) then receiving benefits no later than thirty
            (30) days after such Change of Control. The amounts to be paid out
            in such lump sum shall be calculated using the actuarial assumptions
            set forth on Exhibit A, attached hereto."

11.4  Section 8.1 is deleted and the following is inserted in lieu thereof:

      "The Plan shall be administered by the Compensation Committee which shall
      have full authority to interpret the Plan, to establish rules and
      regulations relating to the Plan, to determine the criteria for
      eligibility to participate in the Plan, to select Participants in the
      Plan, and to make all other determinations and take all other actions
      necessary or appropriate for the proper administration of the Plan. No
      member of the Compensation Committee shall be eligible to participate in
      the Plan."

11.5  Section 10.2 is deleted and the following is inserted in lieu thereof:



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      "Non-Alienation of Benefits. No Retirement Benefit payable hereunder may
      be assigned, pledged, mortgaged, or hypothecated and, to the extent
      permitted by law, no such Retirement Benefit shall be subject to legal
      process or attachment for the payment of any claims against any person
      entitled to receive the same."

11.6  Sections 10.4 and 10.5 are deleted.

11.7  A new Section 10.11 is inserted as follows:

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

            (1)   the accrued benefit hereunder of any Participant as of the
                  date of a Change of Control may not be reduced;

            (2)   any Service accrued by a Participant as of the date of a
                  Change of Control cannot be reduced;

            (3)   no amendment or action of the Compensation Committee which
                  affects any Participant is valid and enforceable without the
                  prior written consent of such Participant; and

            (4)   no termination of the Plan shall have the effect of reducing
                  any benefits accrued under the Plan prior to such
                  termination."



---------
Amended, effective June 6, 2002




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                                    EXHIBIT A
                                   ASSUMPTIONS

The assumptions to be used are those specified under Section 417(e) of the
Internal Revenue Code of 1986, as amended, which assumptions are the minimum
lump sum factors permitted to be used for the calculation of pension benefits
under qualified defined benefit plans.

Benefit:                        Lump sum payment of unreduced benefit deferred
                                to age 55, increased to reflect the 50% joint
                                and survivor form.

Mortality Rates:                The 1983 Group Annuity Mortality (1983 GAM)
                                blend of 50% male and 50% female rates.

Interest Rate:                  10-year treasury rate on the first day of the
                                fourth quarter of the calendar year immediately
                                prior to the date on which the Participant
                                retires or otherwise separates from Service.

Other:                          3.0% annual Social Security wage base increase.
                                2.5% annual CPI increase.
                                5.0% annual salary increase.

Qualified Plan Offset:          Amount actually payable at age 55 (or, if
                                higher, the Participant's actual age as of the
                                date of termination of employment).





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