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Exhibit 10w(1)


AMENDMENT

TO

HUBBELL INCORPORATED

AMENDED AND RESTATED TOP HAT RESTORATION PLAN

As Amended and Restated Effective as of January 1, 2005




     This Amendment (the “Amendment”), is adopted by Hubbell Incorporated, a Connecticut
corporation (the “Company”), for the purpose of amending that certain Hubbell Incorporated
Amended and Restated Top Hat Restoration Plan (as amended and restated effective as of January 1,
2005, the “Plan”). Capitalized terms used in this Amendment and not otherwise defined
herein shall have the meanings assigned to such terms in the Plan.



     WHEREAS, Section 8.3 of the Plan provides that the Company may amend the Plan as appropriate
to comply with the requirements of Section 409A of the Internal Revenue Code of 1986 and related
Department of Treasury guidance (collectively, “Section 409A”), including any such
amendment with retroactive effect, provided that no such amendment shall be effective without the
Participant’s consent unless it preserves the Participant’s economic benefit prior to such
amendment;



     WHEREAS, the Company has determined that it is in the best economic interests of the
Participants to amend the Plan for Section 409A compliance;



     WHEREAS, pursuant to Internal Revenue Service Notice 2010-6, certain corrective amendments
adopted for Section 409A documentary compliance purposes on or prior to December 31, 2010 shall be
deemed to have been made as of January 1, 2009 (the “Effective Date”); and



     WHEREAS, this Amendment is being adopted in accordance with Section 8.3 of the Plan and is
intended to comply with the requirements of Internal Revenue Service Notice 2010-6.



     NOW, THEREFORE, in consideration of the foregoing recitals, the Plan is hereby amended as
follows, effective as of the Effective Date:



     1. The first sentence of Section 11.2 of the Plan is hereby amended and restated in its
entirety as follows:




“Notwithstanding anything in the Plan to the contrary, upon and following the
occurrence of a Change in Control of Hubbell:”



     2. Section 11.2(a) of the Plan is hereby amended and restated in its entirety as follows:




     “(a) The following provisions shall apply to each Participant in the Plan as of
the date of the Change in Control of Hubbell:




          (i) With respect to each such Participant who experiences a Separation from
Service upon or following such Change in Control of Hubbell and prior to the second
anniversary of such Change in Control of Hubbell, all benefits otherwise payable
under the Plan to such Participant, Beneficiary or



 









 







Spouse, as the case may be, shall be paid in one lump sum on the tenth day of the
seventh month following such Participant’s Separation from Service. The amounts to
be paid out in such lump sum shall be calculated using the actuarial assumptions set
forth on Exhibit A, attached hereto.




          (ii) With respect to each such Participant who is in pay status or deceased at
the time of the Change in Control of Hubbell, all benefits otherwise payable under
the Plan to such Participant, Beneficiary or Spouse, as the case may be, then
receiving benefits, shall be paid in one lump sum no later than thirty days after
such Change in Control of Hubbell. The amounts to be paid in such lump sum shall be
calculated using the actuarial assumptions set forth on Exhibit A attached hereto.




          (iii) For the avoidance of doubt, the provisions of this Section 11.2(a) shall
not apply to any Participant who experiences a Separation from Service following the
second anniversary of the Change in Control of Hubbell.”



     3. Except as modified by the forgoing, the terms and conditions of the Plan shall remain in
full force and effect following the adoption of this Amendment.



     IN WITNESS WHEREOF, the Company has adopted this Amendment as of December 28, 2010.





	 	 	 	 	 
	 	HUBBELL INCORPORATED	 
	 
	 	 	 
	 	  	/s/ James H. Biggart 	 
	 	 	Vice President and Treasurer