1991 BARNES GROUP STOCK INCENTIVE PLAN
As Amended and Restated as of May 15, 1998
The purpose of the Plan is to authorize the grant to Key Employees of the Company or any Subsidiary of (i)
nonqualified options to purchase shares of Common Stock, (ii) Stock Appreciation Rights, (iii) Incentive Stock
(iv) Performance Unit Awards, and to grant Directors of the Company or any Subsidiary nonqualified options to
purchase shares of Common Stock, and thus benefit the Company by giving such employees and Directors a
greater personal interest in the success of the enterprise and an added incentive to continue and advance their
employment or service as a Director. An additional purpose of the Plan is to provide "qualified performance-
based compensation" (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder ("Section 162(m)") to Key Employees.
The following terms, when used in the Plan, shall mean:
1981 Plan: The Barnes Group Inc. Stock Incentive Plan adopted by the stockholders of the Company in 1981.
Board: The Board of Directors of the Company.
CEO: The Chief Executive Officer of the Company.
Committee: Such committee as shall be appointed by the Board pursuant to the provisions of Section 11.
Common Stock: The Common Stock of the Company, par value $0.01 per share, or such other class of shares
or other securities as may be applicable pursuant to the provisions of Section 9.
Company: Barnes Group Inc.
1991 Barnes Group Stock Incentive Plan
Director: A member of the Board of Directors of the Company or a Subsidiary who is not an employee of the
Company or a Subsidiary.
Disability: Inability to perform the services normally rendered by the employee or Director due to any physical or
mental impairment that can be expected either to be of indefinite duration or to result in death, as determined by
the Committee on the basis of appropriate medical evidence