BARNES GROUP INC.
MANAGEMENT INCENTIVE COMPENSATION PLAN
SECTION l. Purpose
The Management Incentive Compensation Plan ("MICP") is designed to provide incentive compensation
opportunities to per- sons 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 or its successor (the
"Committee"). Amounts paid or projected to be paid under the MICP are referred to herein as "Awards".
SECTION 3. Incentive Funds
3.1 Prior to March 1st of each year, the Committee will deter- mine which units should have separate incentive
funds. For each fund it will then set:
a. a Performance Profit level above which an Award will be earned (the "Base"),
b. the percent of total base salary in the fund which will be paid as an Award if Performance Profit equals the
Performance Profit in the current operating plan, and
c. the amount of Performance Profit which will yield the maximum payout (the "Maximum").
The Committee may also designate an intermediate level of Performance Profit between the Base and the
Management Incentive Compensation Plan
"Target") and the percent of salary which will be paid as an Award if Performance Profit equals the Target.
Based on the above determinations by the Committee and the total actual base salaries of the participants in each
incentive fund, the Vice President-Controller shall calculate participation rates for each fund. The Incentive Fund
available at the end of the year for payment of Awards shall be equal to the participation rate(s) times the
applicable amount by which Performance Profit exceeds the profit objective(s). Performance Profit will be
adjusted to exclude amounts for any extraordinary and non-recurring items designated for exclusion by the
Committee or for other factors deemed appropriate by the Committee.
3.2 For participants in the Corporate Incentive Fund,