EX-10.SS






Gary N. Amato




AMENDMENT TO

AMENDED AND RESTATED CONTINUITY AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CONTINUITY AGREEMENT (this “Amendment”) is made
as of July 24, 2008, by and between HUBBELL INCORPORATED, a Connecticut corporation (the “Company”)
and Gary N. Amato (“Executive”). Capitalized terms used and not otherwise defined herein shall
have the meaning ascribed to such terms in the Agreement (as defined below).



     WHEREAS, on November 1, 2007 the Company entered into an Amended and Restated Continuity
Agreement with Executive (the “Agreement”); and



     WHEREAS, pursuant to Section 14 of the Agreement, the Agreement may be amended by a writing
signed by Executive and an officer of the Company specifically designated by the Compensation
Committee of the Board of Directors of the Company (the “Committee”); and



     WHEREAS, the Company and Executive desire to amend the Agreement as set forth herein.



     NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
herby acknowledged, the parties hereto hereby amend the Agreement as follows:




	 	1.	 	Section 4.(a) of the Agreement is amended and restated in its entirety to read as
follows:






     “(a) Severance. The Company shall pay or cause to be paid to the Executive a
cash severance amount equal to three times the sum of (i) the Executive’s annual base salary
on the date of the Change in Control (or, if higher, the annual base salary in effect
immediately prior to the giving of the Notice of Termination), and (ii) the highest of the
actual bonuses paid or payable to the Executive under the Company’s annual incentive
compensation plan in any of the three consecutive fiscal years prior to the year in which
the Change in Control occurs (the “Bonus”). This cash severance amount shall be payable in
a lump sum calculated without any discount.”




	 	2.	 	Section 4.(b)(ii) of the Agreement is amended and restated in its entirety to read as
follows:






     “(ii) an annual benefit under the Company’s Amended and Restated Supplemental Executive
Retirement Plan (the “SERP”), calculated based on 8 1/3 years of service and unreduced for
early retirement thereunder; provided, however, that this provision does not
entitle the Executive, if he did not previously participate in the SERP, to participate in
the SERP absent the occurrence of the Change in Control; and provided,
further, that the Executive’s benefit pursuant to this Section 4.(b)(ii), if
payable, shall be in lieu of any amount payable to him pursuant to the Company’s Top Hat
Restoration Plan and/or the Company’s Supplemental Management Retirement Plan; and”



 









 






	 	3.	 	Section 4.(b)(iii)(A) of the Agreement is amended and restated in its entirety to read
as follows:






     “(A) the end of the third anniversary of the date of the Executive’s Termination”




	 	4.	 	This Amendment shall be and is hereby incorporated in and forms a part of the
Agreement.
	 
	 	5.	 	This Amendment shall be effective as of the date first written above.
	 
	 	6.	 	Except as set forth herein, the Agreement shall remain in full force and effect.





     IN WITNESS WHEREOF, the Company and Executive have executed this Amendment, to be effective as
of the day and year first written above.



	 	 	 	 	 	 
	EXECUTIVE 	 	Hubbell Incorporated 	 
	 
	/s/ Gary N. Amato 	 	By:  	/s/ Richard W. Davies
 	 
	      Gary N. Amato 	 	Name:   Richard W. Davies   	 
	 	 	Title:     V.P., General Counsel & Secretary