2003 Nominating Charter: HUBB

This Nominating/Corporate Governance Committee Charter was adopted by the Board of Directors (the "Board") of Hubbell Incorporated (the "Corporation") on March 4, 2003.

I. PURPOSE

The Nominating and Corporate Governance Committee (the "Committee") of the Board of the Corporation shall provide assistance to the Board in fulfilling its responsibilities by:
identifying individuals qualified to become Board members,


recommending to the Board the selection of director nominees for the next annual meeting of shareholders or recommending to the Board candidates to fill vacancies on the Board (including any vacancies created by an increase in the size of the Board);


recommending to the Board the selection of committee members for committees of the Board; and


developing and making recommendations to the Board regarding the adoption or amendment of corporate governance guidelines and principles applicable to the Corporation (as adopted, the "Corporate Governance Guidelines").
In so doing, the Committee will endeavor to maintain free and open means of communication between the members of the Committee, other members of the Board, and management of the Corporation.
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II. COMPOSITION

The Committee shall be comprised of at least three directors as determined by the Board, all of whom shall satisfy the "independence" and any other requirements of The New York Stock Exchange, Inc. (the "NYSE Rules") and the applicable rules and regulations promulgated by the Securities and Exchange Commission.

The members of the Committee shall be appointed annually by the Board, taking into consideration the recommendation of the Committee. Unless a Chairman is designated by the Board, the Committee may designate a Chairman by majority vote of the full Committee membership.
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III. MEETINGS AND PROCEDURES

The Committee shall meet on a regularly-scheduled basis at least once annually, and on such other occasions as circumstances may dictate or the members of the Committee may from time to time determine. Meetings of the Committee shall be held upon call by the Chairman of the Board or the Chairman of the Committee in accordance with the notice provisions of the Corporation's bylaws. A quorum of the Committee shall consist of a majority of the members of the Committee in office at the time of any meeting and the vote of a majority of the members of the Committee present at the time of a vote, if a quorum is present at that time, shall be the act of the Committee. The Chairman of the Committee or, in his or her absence, another member chosen by the attending members, shall preside at each meeting and, in consultation with the other members of the Committee and the Chairman of the Board, as appropriate, will set the agenda of items to be addressed at each meeting. The Chairman of the Committee shall ensure that the agenda for each meeting is circulated to each Committee member in advance of the meeting.

When deemed appropriate by the Committee, meetings of the Committee may be attended by the Corporation's President, by such other members of the management of the Corporation as the Committee deems appropriate, and by any other persons whose presence the Committee believes to be necessary or appropriate. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

The Committee is authorized to establish the Committee's own rules and procedures consistent with the Corporation's bylaws and Corporate Governance Guidelines and this Charter. The Committee will participate in the performance evaluation of the Committee, as provided for in the Corporation's Corporate Governance Guidelines. The Committee may, in compliance with Section IV of this Charter, form and delegate authority to subcommittees when appropriate, provided, however, that any such subcommittee must be comprised solely of members of the Committee.

In discharging its responsibilities, the Committee shall have sole authority to retain and terminate such search firms or other advisors as the Committee deems appropriate and to approve the fees and retention terms of such search firms.

The Chairman of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.

The Committee shall maintain written minutes or other records of its meeting and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee and other members of the Board. The Secretary of the Corporation shall retain the original signed minutes for permanent filing.
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IV. GOALS AND RESPONSIBILITIES

The goals and responsibilities of the Committee are to:

With respect to the Board and Committees of the Board
assist in the recruiting of directors, including evaluation of executives recruited or promoted to positions eligible for Board membership;


recommend to the Board (as soon as is reasonably practicable after a vacancy arises or a director advises the Board of his or her intention to resign) new directors for election annually by the shareholders and otherwise by appointment by the Board to fill vacancies (including any vacancies created by an increase in the size of the Board), in compliance with the selection criteria outlined in Section V of this Charter;


annually discuss the performance of individual directors and evaluate the nomination for re-election of current directors;


examine and recommend termination of individual directors (in accordance with the Corporation's certificate of incorporation, bylaws, Corporate Governance Guidelines, this Charter and the Charters of the Corporation's other committees), for cause or other appropriate reasons;


review the report of the Chairman of the Board and the President required by the Corporate Governance Guidelines regarding director compensation and discuss proposals submitted by the Chairman of the Board and the President to the Committee pertaining to compensation for directors for services on the Board and its committees (including, but not limited to, retainers, meeting fees and any and all other benefits) and recommend any changes in director compensation to the Chairman of the Board, prior to the Chairman of the Board's presentation to the Board seeking Board approval;


recommend to the Board director retirement policies;


recommend to the Board the membership composition of the Board committees, and the size of the Board and Board committees, in compliance with the selection criteria outlined in Section VI of this Charter, and examine and recommend to the Board termination of individual committee members (in accordance with the Corporation's bylaws, Corporate Governance Guidelines, this Charter and the Charters of the Corporation's other committees), for cause or other appropriate reasons;


oversee, by providing written criteria for and implementing the process of, the Board's annual review of the performance of the Board (including its composition and organization);
With respect to management
discuss periodically with the Chairman of the Board and the President the succession plans relating to positions held by elected corporate officers, and make recommendations to the Board with respect to the selection of individuals to occupy those positions;\


examine and recommend to the Board for its approval changes proposed by the Chairman of the Board and the President pertaining to corporate officer appointments or significant changes in the Corporation's basic organizational structure.
With respect to corporate governance
make recommendations to the Board regarding matters including, but not limited to, the Corporation's certificate of incorporation, bylaws, Corporate Governance Guidelines, this Charter and the Charters of the Corporation's other committees;


annually evaluate the performance of the Committee;


examine compliance by the Board and the executive officers with the Corporate Governance Guidelines and the Corporation's Conflicts of Interest Policy, Business Ethics Policy and Use of Undisclosed Information Statement (the "COI"); the Committee shall have sole authority with respect to any requested waiver of the COI for any executive officer or director and shall provide an appropriate description of any waiver granted for disclosure to the Corporation's shareholders as required by the NYSE Rules; and


discuss all interpretations of the NYSE Rules that the Board or any committee of the Board may make and recommend appropriate disclosure thereof to, and monitor the dissemination of such disclosure by, the Corporation's management, in accordance with the NYSE Rules.
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V. BOARD MEMBER SELECTION CRITERIA

Board member candidates must meet the criteria set forth in the Corporation's Corporate Governance Guidelines. In addition, in recommending a candidate the Committee must assure that following such candidate's election, the Board will continue to meet the requirements, as set forth in Corporation's Corporate Governance Guidelines, that a majority of the directors qualify as independent directors under the NYSE Rules and no more than two (2) persons who are employed by the Company or who were employed by the Company in the previous five (5) years may serve on the Board at the same time.

The Committee may also consider the following criteria in recommending candidates for election to the Board:
experience in corporate governance, such as an officer or former officer of a publicly held company;


experience in the Corporation's industry;


experience as a board member of another publicly held company; and


academic expertise in an area of the Corporation's operations.
In making its recommendations, the Committee will be expected to assess nominees on the basis of their qualifications, experience, skills and ability to enhance shareholder value, without regard to gender, race, color, national origin, or other protected class status.
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VI. COMMITTEE SELECTION CRITERIA

Each individual recommended to the Board for membership on a committee shall meet the requirements set forth in the Corporate Governance Guidelines and in the applicable committee Charter and such other criteria which this Committee shall determine in its business judgment.
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VII. DISCLOSURE OF CHARTER

This Charter shall be made available on the Corporation's website at www.hubbell.com and to any shareholder who otherwise requests a copy. The Corporation's Annual Report to Shareholders shall state the foregoing.