BARNES GROUP INC.
MANAGEMENT INCENTIVE COMPENSATION PLAN
Amended and Restated Effective as of January 1, 2000
SECTION 1. PURPOSE
The Management Incentive Compensation Plan (the "MICP") is designed to provide incentive compensation
opportunities to persons in key positions who contribute importantly to the success of Barnes Group Inc. (the
SECTION 2. ADMINISTRATION
The MICP shall be administered by the Compensation Committee of the Board of Directors of the Company, or
its successor (the "Committee"). Amounts paid or projected to be paid under the MICP are referred to herein as
SECTION 3. DEFINITIONS
3.1 "Award Period" shall mean the period of time within which Performance is measured for the purpose of
determining whether an Award has been earned.
3.2 "Business Unit" shall mean a cost center, profit center or international subsidiary within a Group.
3.3 "Business Unit Fund" shall mean an amount equal to the sum, in the aggregate, of the Individual Targets
earned by all of the MICP participants in a Business Unit.
3.4 "CEO" shall mean the President and Chief Executive Officer of the Company.
3.5 "Company Officer" shall mean an executive officer of the Company elected by its Board of Directors.
3.6 "Fund" shall mean an amount equal to the sum, in the aggregate, of the Individual Targets earned by all of the
MICP participants in a Group.
3.7 "Group" shall mean the Executive Office, Associated Spring, Bowman Distribution, or Barnes Aerospace.
3.8 "Group President" shall mean the president of Associated Spring, Bowman Distribution, or Barnes
3.9 "Individual Target" shall mean the percentage of salary for each individual participating in the MICP. The
Committee will establish the Individual Target for each MICP participant, by position title, salary grade, or other
category before or during the Award Period.
3.10 "Maximum" shall mean a Performance level at or above which the amount paid or projected to be paid for