BESSEMER TRUST Co NATIONAL ASSOCIATION Sample Contracts

IRREVOCABLE PROXY
Irrevocable Proxy • August 24th, 2015 • BESSEMER TRUST Co NATIONAL ASSOCIATION • Electronic components & accessories • Connecticut

This IRREVOCABLE PROXY (this “Irrevocable Proxy”), is made and entered into as of August 23, 2015, by and between Hubbell Incorporated, a Connecticut corporation (the “Company”), and the Bessemer Trust Company, N.A., in its capacity as trustee (together with any successors as trustee, the “Trustee”) of the Roche Trust and the Hubbell Trust (together with the Roche Trust, the “Trusts”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Reclassification Agreement.

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RECLASSIFICATION AGREEMENT by and between HUBBELL INCORPORATED, and BESSEMER TRUST COMPANY, N.A., in its capacity as trustee of THE LOUIE E. ROCHE TRUST and THE HARVEY HUBBELL TRUST Dated as of August 23, 2015
Reclassification Agreement • August 24th, 2015 • BESSEMER TRUST Co NATIONAL ASSOCIATION • Electronic components & accessories • Connecticut

This RECLASSIFICATION AGREEMENT (this “Agreement”) is made and entered into as of August 23, 2015, by and between Hubbell Incorporated, a Connecticut corporation (the “Company”), and the Bessemer Trust Company, N.A., in its capacity as trustee (together with any successors as trustee, the “Trustee”) of the Roche Trust and the Hubbell Trust (together with the Roche Trust, the “Trusts”).

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