AMENDMENT TO RETIREMENT AGREEMENT
This Amendment to Retirement Agreement (the "Amendment") is entered into by Theodore E. Martin (the
"Employee") and Barnes Group Inc., a Delaware corporation (the "Company") (collectively, the "Parties"), in
consideration of the respective agreements and promises of the Parties contained in this Amendment. The Parties
acknowledge that the terms and conditions of this Amendment have been voluntarily agreed to and that such
terms are intended to be final and binding.
WHEREAS, the Parties entered into a Retirement Agreement dated July 6, 1998 (the "Retirement Agreement");
WHEREAS, the parties desire to amend the Retirement Agreement as set forth in this Amendment;
NOW, THEREFORE, it is hereby agreed as follows:
1. Section 2(g) of the Retirement Agreement is hereby amended in its entirety to read as follows:
"(g) The Company shall pay to Employee within ten (10) days after January 15, 1999 an amount in cash equal to
$1,305,420 in satisfaction of all of his outstanding performance units under the Company's 1996 Long Term
2. Section 2(m) of the Retirement Agreement is hereby amended in its entirety to read as follows:
"(m) In respect of all incentive stock units granted to the Employee, the Company shall pay to the Employee an
amount equal to the product of (1) 125,199 and (2) the greater of (i) the closing per share price of the
Company's common stock on the Retirement Date and (ii) $30. The Company shall pay such amount in cash
within ten (10) days after January 15, 1999. In addition, within ten (10) days after January 15, 1999, the
Company shall pay to the Employee an amount equal to the product of (1) 96,000 and
(2) the aggregate per share cash dividends paid to the Company's shareholders in the third and fourth quarters of
3. Except as specifically provided herein, the Retirement Agreement shall remain in full force and effect in
accordance with its terms.
BARNES GROUP INC.
STATE OF CONNECTICUT )