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                                                                     EXHIBIT 10i




                              HUBBELL INCORPORATED



                              AMENDED AND RESTATED

                          RETIREMENT PLAN FOR DIRECTORS







                       Amended, Effective December 8, 1999


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                              HUBBELL INCORPORATED

                          RETIREMENT PLAN FOR DIRECTORS




                                Table of Contents

<TABLE>
<CAPTION>
Article                                                   Title                                     Page(s)
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<S>                        <C>                                                                     <C>
I                          PURPOSE.....................................................................1
                           -------

II                         DEFINITIONS...............................................................1-2
                           -----------

III                        EFFECTIVE DATE..............................................................2
                           --------------

IV                         ELIGIBILITY.................................................................2
                           -----------

V                          RETIREMENT BENEFITS.......................................................2-3
                           -------------------

VI                         PAYMENT OF RETIREMENT BENEFITS..............................................3
                           ------------------------------

VII                        DEATH BENEFIT...............................................................3
                           -------------

VIII                       FUNDING...................................................................3-4
                           -------

IX                         PLAN ADMINISTRATION.........................................................4
                           -------------------

X                          AMENDMENT AND TERMINATION...................................................4
                           -------------------------

XI                         MISCELLANEOUS PROVISIONS..................................................4-6
                           ------------------------

XII                        CHANGE OF CONTROL.........................................................6-8
                           -----------------
</TABLE>



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                                    ARTICLE I
                                     PURPOSE

1.1      The purpose of this Plan is to provide retirement benefits to Directors
         of Hubbell Incorporated (the "Company") who meet the eligibility
         requirements of the Plan.

                                   ARTICLE II
                                   DEFINITIONS

2.1      "Base Retainer" means the regular active service annual retainer in
         effect during the calendar year immediately preceding the year in which
         a Director retires from the Board of Directors.

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

2.3      "Chairman Retainer" means the retainer in effect for service as the
         Chairman of any committee of the Board of Directors during the calendar
         year immediately preceding the year in which a Director retires from
         the Board of Directors.

2.4      "Committee Chairman" means an Eligible Director who for the one year
         immediately preceding his retirement from the Board of Directors was
         the Chairman of any committee of the Board of Directors.

2.5      "Company" means Hubbell Incorporated.

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

2.7      "Director" means a duly-elected member of the Board of Directors.

2.8      "Early Retirement" means retirement from the Board of Directors prior
         to age 70.

2.9      "Eligible Director" means a Director with at least five (5) years of
         Service, who is not an Employee, and does not qualify to receive a
         retirement benefit under any pension plan of the Company or its
         subsidiaries. However, a Director who qualifies to receive a retirement
         benefit under any pension plan of the Company or its subsidiaries will
         nonetheless be considered a Director entitled to the Special Retirement
         Benefit described in Article 5.3 hereof.

2.10     "Employee" means a person employed by the Company or its subsidiaries
         in any capacity other than as a Director.

2.11     "Normal Retirement" means retirement from the Board of Directors at or
         after age 70.


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2.12     "Plan" means this Retirement Plan for Directors.

2.13     "Service" means service as a non-Employee Director.

                                   ARTICLE III
                                 EFFECTIVE DATE

3.1      This Plan shall be effective as of April 1, 1984 (the "Effective
         Date").


                                   ARTICLE IV
                                   ELIGIBILITY

4.1      Each Eligible Director shall participate in the Plan.

                                    ARTICLE V
                               RETIREMENT BENEFITS

5.1      Normal Retirement Benefit. An Eligible Director's annual Normal
         Retirement Benefit under this Plan shall be calculated as follows:

                           (a) With respect to an Eligible Director with less
                  than ten years of Service, the annual Normal Retirement
                  Benefit shall be the sum of (i) fifty percent (50%) of the
                  Eligible Director's Base Retainer in respect to the first five
                  full years of Service plus (ii) if applicable, ten percent
                  (10%) of the Eligible Director's Base Retainer for each full
                  year of Service beyond five years up to a maximum of nine
                  years.

                           (b) With respect to an Eligible Director with ten or
                  more years of Service, the annual Normal Retirement Benefit
                  shall be the sum of (i) one hundred and ten percent (110%) of
                  the Eligible Director's Base Retainer plus, (ii) if
                  applicable, the Chairman Retainer.

5.2      In no event shall the benefit calculated under Article 5.1 exceed one
         hundred percent (100%) of the Base Retainer (in the case of an Eligible
         Director with less than ten years of Service) or the sum of (x) one
         hundred ten percent (110%) of the Base Retainer and the Chairman
         Retainer (in the case of an Eligible Director with ten or more years of
         Service), as applicable.

5.3      Special Retirement Benefit. A Director who is not an Eligible Director
         is not otherwise entitled to the benefit provided under Section 5.1 (as
         limited by Section 5.2). Notwithstanding the foregoing, a Director who
         has at least five (5) years of Service as a Director subsequent to his
         retirement as an Employee, and who retires from the Board of



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         Directors at or after 70, is eligible to receive a special retirement
         benefit hereunder equal to 25% of his Base Retainer.

5.4      Early Retirement Benefit. An Eligible Director who elects an Early
         Retirement shall receive a benefit computed in accordance with Article
         5.1, except that such Early Retirement Benefit shall commence in
         accordance with Article VI hereof.

                                   ARTICLE VI
                         PAYMENT OF RETIREMENT BENEFITS

6.1      Payment of Benefits. Unless otherwise provided in Section 6.2, all
         retirement benefits hereunder shall be payable in monthly installments
         (on the fifteenth day of the month) equal to one-twelfth (l/12th) of
         the annual amounts determined under this Plan. A Director's retirement
         benefit hereunder, if any, shall be payable for the life of the
         Director, commencing on the fifteenth day of the month coinciding with
         or next following the later to occur of (i) such Director's 70th
         birthday and (ii) the date on which such Director retires from the
         Board of Directors; provided, however, that, with respect to an
         election to receive an Early Retirement Benefit, such Benefit shall
         commence on the fifteenth day of the month following the Director's
         70th birthday. The Director's last payment of retirement benefits
         hereunder shall be made on the fifteenth day of the month in which he
         dies.

6.2      Payments Rounded to Next Higher Full Dollar. Each monthly payment which
         is computed in accordance with this Plan will, if not in whole dollars,
         be increased to the next whole dollar.

                                   ARTICLE VII
                                  DEATH BENEFIT

7.1      Death Benefit. Notwithstanding anything herein to the contrary, in the
         event an Eligible Director dies prior to his actual retirement from the
         Board of Directors, no death benefit shall be paid hereunder. If an
         Eligible Director dies while receiving retirement benefits pursuant to
         Article VI, no death benefit shall be paid hereunder.

                                  ARTICLE VIII
                                     FUNDING

8.1      The Company shall enter into a trust agreement creating an irrevocable
         grantor trust for the holding of cash, annuity contracts and/or any
         other form of assets as shall be determined by the Board of Directors,
         for retirement benefits accrued by the Eligible Directors (whether
         current or former) under the Plan; provided, however, that upon the
         occurrence of a Change of Control Transaction (as defined in Section
         12.2), the Company


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         shall transfer to the trustee of the foregoing trust the maximum amount
         of assets estimated to be necessary to satisfy the Company's
         obligations hereunder, as in effect immediately prior to the Change of
         Control Transaction; provided, further, that in no event shall the
         amount transferred to the trustee of the foregoing trust be less than
         the amount of the accrued benefit determined under the same factors
         which would be used under the Company's qualified retirement plan. Any
         assets of such trust shall be subject to the claims of creditors of the
         Company to the extent set forth in the trust. Eligible Directors'
         (whether current or former) interests in benefits under this Plan shall
         only be those of unsecured creditors of the Company.

                                   ARTICLE IX
                               PLAN ADMINISTRATION

9.1      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 X
                            AMENDMENT AND TERMINATION

10.1     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 Eligible Director, provided, however, that no amendment
         or termination of this Plan shall impair the right of any Eligible
         Director to receive benefits earned and accrued hereunder prior to such
         amendment or termination. The Board of Directors shall not terminate
         this Plan solely to accelerate benefits earned and accrued hereunder.
         Any amounts not currently payable to an Eligible Director shall revert
         to the Company in the event of termination of the Plan.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

11.1     This Plan does not in any way obligate the Company to continue to
         retain a Director on the Board of Directors, nor does this Plan limit
         the right of the Company to terminate a Director's service on the Board
         of Directors.

11.2     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.


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11.3     Payment to Incompetents. If an Eligible Director entitled to receive
         any retirement benefit payments 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
         retirement benefit, such payments shall be paid to such person or
         persons as the Compensation Committee shall designate or to the duly
         appointed guardian of such Eligible Director. Such payments shall, to
         the extent made, be deemed a complete discharge for such payments under
         this Plan.

11.4     Loss of Benefits. At the sole discretion of the Compensation Committee,
         and after written notice to the Eligible Director, rights to receive
         any retirement benefit under this Plan may be forfeited, suspended,
         reduced or terminated in cases of gross misconduct by the Eligible
         Director, or of any conduct, activity or competitive occupation which
         is reasonably deemed to be prejudicial to the interests of the Company
         or a subsidiary of the Company, including but not limited to the
         utilization or disclosure of confidential information for gain or
         otherwise.

11.5     Noncompetition. An Eligible Director shall forfeit any and all
         retirement benefits pursuant to this Plan if said Eligible Director
         violates the notice provision of the next paragraph hereof or anywhere
         in the United 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 Company; provided, however, that
         the provisions of this Article 11.5 shall not apply to investments by
         the Eligible Director 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 (2%) percent of the outstanding shares of such stock.

         An Eligible Director shall be obligated to give the Company at least
         sixty (60) days' prior written notice, 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 Company will mail to the
         Eligible Director by registered or certified mail, postage prepaid, a
         statement of its opinion as to whether said intention of the Eligible
         Director violates this Article 11.5.

11.6     Withholding. Payments made by the Company under this Plan to any
         Eligible Director shall be subject to 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.

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


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11.8     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.

11.9     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.

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

                                   ARTICLE XII
                                CHANGE OF CONTROL

12.1     The provisions of Section 12.3 shall become effective immediately upon
         the occurrence of a Change of Control (as defined in Section 12.2(a)).

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

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


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

         (b)      "Continuing Director" shall mean any individual who is a
                  member of the Company'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.

         (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
                  12.2(a)(iii), above, the consummation of the merger or
                  consolidation approved by the Company's stockholders.

12.3     (a)      Section 9.1 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, 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, other than a
                  Continuing Director, shall be eligible to participate in the
                  Plan."

         (b)      New Section 6.3 is inserted as follows:

                  Payment of Benefits Upon the Occurrence of a Change of Control
                  Transaction.

                  (a)      Upon the occurrence of a Change of Control
                           Transaction (as defined in Section 12.2(c) above), in
                           the event that a Director retires or is otherwise
                           separated from Service or a Director has previously
                           retired or otherwise separated from Service and is,
                           as of the date of the signing of any Change of
                           Control Agreement (as hereinafter defined) receiving
                           installment payments under the Plan, all retirement
                           benefits hereunder shall, unless a Director has
                           elected otherwise with respect to the time of payment
                           in respect of a Change of Control, become payable in
                           a lump sum on the 30th day after the later to occur
                           of (i) the date of the Change of Control Transaction
                           and (ii) the date of any such retirement or
                           separation.

                  (b)      During the period of ten days after the signing of
                           any agreement (a "Change of Control Agreement") by
                           the Company that would, upon the consummation of the
                           transactions contemplated therein, result in a Change
                           of Control, a Director shall be provided with the
                           opportunity to elect to


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                           receive payment of the amounts provided to him or her
                           under this Plan in installment payments, payable in
                           accordance with Section 6.1, above.

                  (c)      In the event that a Director does not elect to
                           receive the payment of his or her benefits in
                           installment payments, the Director's lump sum payment
                           as provided for hereunder shall be calculated using
                           the actuarial assumptions set forth on Exhibit A
                           attached hereto.

         (c)      In Section 11.3, all references to "Compensation Committee"
                  are deleted and in lieu thereof is inserted the phrase
                  "trustee under the trust, created pursuant to Section 8.1".

         (d)      Section 11.4 is deleted.

         (e)      Section 11.5 is deleted.

         (f)      New Section 11.11 is inserted as follows:

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

                  (i)      the accrued benefit hereunder of any Eligible
                           Director as of the date of a Change of Control may
                           not be reduced;

                  (ii)     any Service accrued by an Eligible Director as of the
                           date of a Change of Control cannot be reduced;

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

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

Adopted by the Board of Directors on March 12, 1984 and amended on December 9,
1986, March 12, 1990 and December 8, 1999.






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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 186, as amended, which assumptions are the minimum lump
sum factors permitted to be used for calculating 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 Director retires or otherwise separates from Service.