EX-10.F(1)






Exhibit 10f(1)




AMENDMENT TO

HUBBELL INCORPORATED AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN FOR DIRECTORS

Restated and Amended, Effective as of January 1, 2005




     WHEREAS, this Corporation maintains the Hubbell Incorporated Amended and Restated Deferred
Compensation Plan for Directors (the “Plan”), which has been amended and restated from time to
time, the most recent amendment taking place effective as of January 1, 2005;



     WHEREAS, the Board of Directors has reserved the right in Section 6.1 of the Plan to amend the
Plan;



     WHEREAS, it is desirable to amend the Plan to change the timing on which distributions will be
made under the Plan.



     NOW, THEREFORE, the Plan is hereby amended as follows:



     1. By adding the following Section 2.5 to the Plan:




“2.5 Prior to December 31, 2008 each Director who is a participant in the Plan on
December 31, 2008 shall make an election to have his or her Accounts payable under
Article IV upon Separation from Service commencing on either the six month
anniversary of the Director’s Separation from Service or the fifth business day of
the Year following the Director’s Separation from Service. For each Director who
first becomes a participant in the Plan after January 1, 2009 such election shall be
made at the time of the Director’s initial deferral election under Section 2.1. If
no such election is filed, then the Director’s Accounts shall be payable commencing
on the fifth business day of the Year following the Director’s Separation from
Service.”



     2. By amending Section 4.1 of the Plan to substitute the following for the second sentence
thereof effective January 1, 2009:




“Unless otherwise provided in Section 4.5, distributions shall begin pursuant to the
Director’s election on either the six month anniversary of the Director’s Separation
from Service or the fifth business day of the Year following the Director’s
Separation from Service; and if installment distributions are elected each
subsequent installment shall be made as of the fifth business day of the Year next
following the Year in which payments commenced.”



     3. By amending Section 4.5 to substitute the following for first sentence thereof effective
December 1, 2008:




“A Director may elect on or prior to December 31, 2008 to commence receiving his
Retirement Benefit Account in a lump sum or in installments on either the six month
anniversary or the fifth business day of the Year following the date on which the
Director attains age 70, regardless of whether or not such Director has incurred a Separation from Service, provided, however, that if a Director has
attained age 70 on or before December 31, 2008, then such Retirement Benefit Account
shall not commence prior to the first business day of 2009; provided, further, that
if installment distributions are elected each subsequent installment shall be made
as of the fifth business day of the Year following the Year in which payments
commenced.



     4. By adding the following Section 4.6 to the Plan effective December 1, 2008:




4.6 One Time Withdrawal Election. Notwithstanding anything contained in this Plan to the
contrary, a Director may prior to December 31, 2008 file a one-time election to have all or any
portion of the balance of his Accounts as of December 31, 2008 (plus interest and dividend
equivalents thereon) distributed and paid out to him in a lump sum on the fifth business day of
January 2009 (the “Payment Date”). Such election shall include whether such distribution will be
from amounts credited to the Cash Account or the Stock Unit Account. The Directors’ Stock Unit
Account shall be paid out in shares of Class A Common Stock, Class B Common Stock or cash as
provided in Section 4.1. Any election under this Section 4.6 shall not apply to any amounts
credited to a Director’s Account for Fees for services in 2009. An election to receive a partial
distribution of a Director’s deferred compensation account under this Section 4.6, shall not impact
a Director’s election as to the manner or date of payment of the remaining portion of the
Director’s Accounts.