-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dnj/eUtGtTWUfWxBdgp+W/HAD+4UvQdCui7rPxjHDA9vPbRvV+XgU8onxX7qy4oQ cwF5gl796m4JSQNJfq4acA== 0000009984-97-000035.txt : 19970425 0000009984-97-000035.hdr.sgml : 19970425 ACCESSION NUMBER: 0000009984-97-000035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970424 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARNES GROUP INC CENTRAL INDEX KEY: 0000009984 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 060247840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13831 FILM NUMBER: 97586326 BUSINESS ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06011 BUSINESS PHONE: 2035837070 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SPRING CORP DATE OF NAME CHANGE: 19760518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARNES THOMAS O CENTRAL INDEX KEY: 0001007661 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BARNES GROUP INC STREET 2: PO BOX 489 CITY: BRISTOL STATE: CT ZIP: 06011-0489 BUSINESS PHONE: 8605837070 MAIL ADDRESS: STREET 1: C/O BARNES GROUP INC STREET 2: PO BOX 489 CITY: BRISTOL STATE: CT ZIP: 06011-0489 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D ------------ (RULE 13D-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) BARNES GROUP INC. ----------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) 067806-10-9 ----------- (CUSIP Number) William V. Grickis, Jr., Barnes Group Inc., 123 Main St., P. O. --------------------------------------------------------------- Box 489, Bristol, CT 06011-0489, Tel. 860/583-7070 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 10, 1997 --------------------------------------------------- (Date of Event Which Requires Filing of This Statement If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3), check the following box:[ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Page 1 of 4 Pages) SCHEDULE 13D ------------ CUSIP NO.: 067806-10-9 -------------------------------------------------------------- | 1 |NAME OF REPORTING PERSONS | | |S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON. | | | Thomas O. Barnes | | | SS# ###-##-#### | |----|---------------------------------------------------------| | 2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |................................................ a.[ ] | | |................................................ b.[ ] | |----|---------------------------------------------------------| | 3 |SEC USE ONLY | |----|---------------------------------------------------------| | 4 |SOURCE OF FUNDS | | | OO.PF | |----|---------------------------------------------------------| | 5 |CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | |PURSUANT TO ITEMS 2(d) or 2(e) [ ] | |----|---------------------------------------------------------| | 6 |CITIZENSHIP OR PLACE OF ORGANIZATION | | | United States | |--------------------------------------------------------------| |NUMBER OF SHARES| 7 | SOLE VOTING POWER | | | | 190,441 | |--------------------------------------------------------------| |BENEFICIALLY | | | |OWNED BY EACH | 8 | SHARED VOTING POWER | |REPORTING | | 1,020 | |--------------------------------------------------------------| |PERSON WITH | 9 |SOLE DISPOSITIVE POWER | | | | 77,962 | |--------------------------------------------------------------| | |10 |SHARED DISPOSITIVE POWER | | | | 134,535 | |--------------------------------------------------------------| | 11 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | | |PERSON 216,764 | |----|---------------------------------------------------------| | 12 |CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | |CERTAIN SHARES......................................[ ] | |----|---------------------------------------------------------| | 13 |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 3.2% | |----|---------------------------------------------------------| | 14 |TYPE OF REPORTING PERSON | | | IN | --------------------------------------------------------------- (Page 2 of 4 Pages) This Amendment No. 1 to Schedule 13D is being filed on behalf of Thomas O. Barnes (the "Reporting Person") with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Barnes Group Inc., a Delaware corporation (the "Company"). Item 5 Interest in Securities of the Issuer. --------------------------------------------------------- On February 1, 1994, Mr. Wallace Barnes, the father of the reporting person, executed a Durable Power of Attorney granting to the Reporting Person full authority to appear and vote, and otherwise act as the proxy or representative of Mr. Wallace Barnes at all meetings of the Company's stockholders. The Durable Power of Attorney related to all shares of Common Stock entitled to be voted by Mr. Wallace Barnes at such meetings, except for shares entitled to be voted by Mr. Wallace Barnes in his capacity as a fiduciary. On April 10, 1997, Mr. Wallace Barnes issued a letter to the Reporting Person revoking the Durable Power of Attorney, which, at the time of revocation, related to 240,370 shares of Common Stock held of record by Mr. Wallace Barnes. The loss of voting power caused by the revocation of the Durable Power of Attorney resulted in a substantial reduction in the Reporting Person's interest in the Common Stock. As of the close of business on April 18, 1996, the Reporting Person beneficially owned 216, 764 shares of Common Stock, constituting approximately 3.2% of the 6,758,523 shares of Common Stock issued and outstanding as of April 11, 1997. Because the Reporting Person's beneficial ownership has been reduced to less than 5% of the outstanding Common Stock, the Reporting Person will not be filing any further reports on Schedule 13D until such time (if ever) that his beneficial ownership exceeds the 5% threshold. (Page 3 of 4 pages) Item 7. Interest in Securities of the Issuer. ---------------------------------------------------- The Reporting Person is filing as exhibits the following documents, which include documents that the Reporting Person indicated in his last report filed on February 18, 1997 would be filed by amendment: 3.2 Dividend Investment Plan of Barnes Group Inc. 3.3 Durable Power of Attorney 3.4 1972 Voting Trust for the Benefit of the Estate of Harry F. Barnes 3.5 Trust for the Benefit of Jarre Betts 3.6 Letter from Mr. Wallace Barnes dated April 10, 1997 revoking Durable Power of Attorney. SIGNATURES ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: April 23, 1997 ----------------------------- /s/ Thomas O. Barnes ----------------------------- Thomas O. Barnes (Page 4 of 4 Pages) EX-3.2 2 EX-3.2 DIVIDEND INVESTMENT PLAN PUT YOUR DIVIDENDS TO WORK BUILDING YOUR CAPITAL How often is your dividend money spent on normal day-to-day expenses that could be covered by other income? Now there's a simple way of using your dividends to make your capital grow - a way to systematically invest your dividends in additional shares of Barnes Group Inc. common stock. It's the Barnes Group Inc. Dividend Investment Plan administered by Mellon Securities Trust Company ("Mellon"), Barnes Group's principal stock transfer agent. Most financial advisors agree that the best long-term investment plan is a systematic one that results in dollar cost averaging. That's what you have when shares are bought at regular intervals as dividends are paid. Your money is invested promptly in shares of Barnes Group's common stock. There's nothing for you to remember. No paperwork to worry about. HOW THE PLAN WORKS Once Mellon receives your authorization card, Barnes Group gives the full amount of your dividends to Mellon to buy more shares for you at the current market price. Mellon credits you with both full and fractional shares. Mellon keeps you up-to-date on the status of your account. Each dividend period it sends you a detailed statement showing total cash dividends received, shares purchased and total shares held for you by the bank. KEY FEATURES NO COST FOR PARTICIPANTS - All fees and commissions are paid for by Barnes Group. Your entire dividend is used to buy more shares of Barnes Group common stock. ADDITIONAL VOLUNTARY INVESTMENT - You have the option of adding to your investment with voluntary cash payments. After your first dividend has been invested, you can send Mellon any amount from $10 up to $10,000. These payments can be made at any time, as often as you like. (No more than $10,000 may be contributed per calendar quarter.) Mellon will use the funds to purchase stock for your account shortly after the next dividend date. This is an excellent way to buy additional Barnes Group stock without paying brokers' commissions. RECORD KEEPING SIMPLIFIED - Shares purchased for you are held in safekeeping and you receive a record of all transactions relating to your account. Please save these records as you will need them to establish the cost basis for your shares. NO PERMANENT COMMITMENT - You can terminate your participation in the Plan at any time up to the next dividend record date. Just write to Mellon. If you terminate, stock certificates for full shares will be issued in your name or, if you at the current market price of Barnes Group's common stock. A check for the proceed, after deducting commissions, will be sent to you. Any fractional shares at the time of termination will be converted to cash on the basis of the current market pricing. INCOME TAX INFORMATION - Even though your dividends will be reinvested, they are subject to income taxes as if they were paid to you in cash. HOW TO GET STARTED It's easy to start investing your dividends. Simply fill in the enclosed pre-addressed authorization card and mail it. To start your investment with a specific dividend, your authorization card must be received prior to the record date. If your authorization arrives after the deadline, your participation will start with the following dividend. CONTACTING MELLON Any questions concerning the Plan or your individual account should be telephoned to 1-800-288-9541. Voluntary contributions and any instructions to withdraw shares or to cease participation in the Plan should be mailed to: Mellon Securities Trust Company Reinvestment Services P.O. Box 750 Pittsburgh, PA 15230-9625 TERMS AND CONDITIONS OF THE BARNES GROUP DIVIDEND INVESTMENT PLAN ADMINISTERED BY MELLON SECURITIES TRUST COMPANY. 1. Mellon Securities Trust Company ("Mellon") will establish a Dividend Investment Account (the "Account") for each stockholder participating in the Barnes Group Dividend Investment Plan (the "Plan"). Mellon will credit to the Account of each participant funds it receives from the following sources: (a) cash dividends paid on shares of the common stock of Barnes Group Inc. ("Barnes Group") registered in the participant's name on the books of Barnes Group ("Certificate Shares"); (b) cash dividends paid on shares of common stock credited to the participant's Account; and (c) voluntary cash contributions made pursuant to paragraph to paragraph 3 hereof. 2. Funds credited to a participant's Account will be used to purchase shares of the common stock of Barnes Group. The purchases will occur as soon as practical after dividend payment dates. The price at which shares will be deemed to have been purchased will be the average price for each lot of shares purchased with the funds from all Accounts. The shares will be held in the name of Mellon or its nominee. 3. A participant may from time to time make voluntary cash contributions to his/her Account by sending Mellon a check or money order payable to Mellon Securities Trust Company in minimum amounts of $10 with appropriate accompanying instructions. (No more than $10,000 may be contributed per calendar quarter.) Mellon will use the funds to purchase additional shares of stock for the participant's Account when it next purchases stock as a result of a dividend payment. 4. As soon as practical after dividends have been applied to the purchase of new shares, Mellon will mail to each participant a statement describing the transaction in the participant's Account subsequent to those described on the previous statement. 5. No certificates representing shares held in a participant's Account will be issued to the participant unless he/she specifically so elects or until the Account is terminated. No charge shall be made for the issuance of certificates, and no certificate will be issued for any fractional shares. 6. Participation in the Plan may be terminated on written notice by the participant. Upon termination, the participant must elect to receive certificates for the whole shares that are credited to his/her Account or he/she must elect to have Mellon sell the shares and distribute the proceeds of the sale. (Shares to be sold may be aggregated with other terminating participating, in which case the cash proceeds to each participant will be based on the average sale price.) Fractions of shares will be paid in cash. 7. A participant may sell or withdraw a portion of the shares held under the plan by giving written notice to Mellon. The sale or withdrawal will be handled in the manner set forth in paragraph 6 hereof. 8. If the participant disposes of all his/her Certificate Shares, Mellon may, at its option, terminate the participant's Account upon written notice to the participant. 9. Any dividends in the form of shares of Barnes Group common stock or any shares resulting from a stock split will be credited to the Accounts of the participants in the Plan. 10. On matters involving voting by stockholders, shares credited to a participant's Account will be voted or abstained in the same manner as the participant votes or abstains his/her Certificate Shares. 11. Mellon will incur no liability hereunder for any action taken or omitted by it in good faith. 12. The Plan may be amended or terminated at any time by Barnes Group. 13. The terms and conditions of the Plan shall be governed by the laws of the State of Connecticut. EX-3.3 3 EX-3.3 February 8, 1994 Mr. Thomas O. Barnes Senior Vice President Barnes Group, Inc. 123 Main Street P. O. Box 1560 Bristol, CT 06011 Dear Tom: A power of attorney executed by Wallace Barnes on February 1, 1994 giving you the power to vote Barnes Group stock is enclosed. This replaces the power of attorney sent to you by my letter dated December 22, 1993. This new power of attorney includes language to make it clear that it does not apply to shares of Barnes Group which Wally is entitled to vote in his capacity as a fiduciary. Please return the power of attorney enclosed with my December 22nd letter to me in the enclosed envelope. Sincerely, /s/ Charles E. Drummey Charles E. Drummey cc: Mr. Wallace Barnes DURABLE POWER OF ATTORNEY ------------------------- KNOW ALL MEN BY THESE PRESENTS, which are intended to constitute a power of attorney with respect to the matters set forth herein: That I, WALLACE BARNES, of Bristol, Connecticut, do hereby appoint THOMAS O. BARNES of Bristol, Connecticut, my attorney-in- fact to: appear and vote, and otherwise act as my proxy or representative in respect to such number of shares of common stock of barnes Group, Inc. as I may be entitled to vote at any and all meetings of stockholders or otherwise, except any shares which I am entitled to vote in my capacity as a fiduciary, and for such purpose to sign and execute any proxies or other instruments in my name and on my behalf. My attorney-in-fact shall have full and unqualified authority to delegate any or all of the foregoing powers to any person or persons whom my attorney-in-fact shall select. I hereby ratify and confirm all that said attorney or substitutes do or cause to be done. This Power of Attorney shall not be affected by my subsequent disability or incompetence. IN WITNESS WHEREOF, I have hereunto signed my name this 1st --- day of February, 1994. -------- PRINCIPAL: /s/ Wallace Barnes --------------------------------- Wallace Barnes Attested and subscribed in the presence of the principal and subsequent to the principal's subscribing the same: /s/ Michele Tuninsky -------------------------------- Michele Tuninsky /s/ Marie Raymond-Begin -------------------------------- Marie Raymond-Begin STATE OF CONNECTICUT : : ss: Bristol February 1, 1994 COUNTY OF HARTFORD : The foregoing power of attorney with provisions for survival of authority was acknowledged before me this 1st day of February, --- -------- 1994 by Wallace Barnes. -------------- /s/ Joanne C. M. Feinberg --------------------------------- Notary Public Joanne C. M. Feinberg Notary Public My Commission Expires July 31, 1998 EX-3.4 4 EX-3.4 THIS TRUST AGREEMENT, made and entered into this 6th day of April, 1972, by and between HARRY FULLER BARNES, Individually, of the Town of Bristol, County of Hartford and State of Connecticut, without any express authority from the Probate Court in and for the District of Bristol, and THE CONNECTICUT BANK AND TRUST COMPANY, a specially chartered Connecticut corporation, having an office in the Town of Bristol, County of Hartford and State of Connecticut, Conservator of the Estate of Harry Fuller Barnes, and Wallace Barnes, of the Town of Bristol, County of Hartford and State of Connecticut, Conservator Person of Harry Fuller Barnes, (hereinafter collectively referred to as the Settlor), pursuant to decree of the Probate Court in and for the District of Bristol dated April 6, 1972, authorizing said Conservators to execute this Agreement for and on behalf of Harry Fuller Barnes, and THE CONNECTICUT BANK AND TRUST COMPANY, a specially chartered Connecticut corporation, having an office in the Town of Bristol, County of Hartford and State of Connecticut, (hereinafter referred to as the Trustee). WITNESSETH: WHEREAS, the Settlor desires to create a trust of certain securities and cash, the said securities and cash being described in Schedule A attached hereto, and having been delivered this date to the Trustee; WHEREAS, the Settlor may hereafter desire to deposit with the Trustee additional cash, property or securities, or may wish to add to the trust by gift, devise or bequest under the terms of a Last Will and Testament, in which event such additional cash, property or securities shall be listed on additional schedules to be attached hereto; and WHEREAS, the Settlor is contemplating marriage to Carol Holt, and Settlor is creating this Trust in contemplation of such marriage and as a means of funding an ante-nuptial agreement between Settlor and said Carol Holt, and Settlor would intend to revoke this Trust in the event that such marriage does not take place. NOW, THEREFORE, the Trustee agrees to hold said securities and cash and any other property which the Settlor may hereafter place or cause to be placed under this Agreement, whether by Will, or otherwise, hereinafter referred to as the Trust Property, and to manage, invest and reinvest said property in trust for the following uses and purposes: ARTICLE I --------- 1. During the lifetime of the Settlor, the Trustee shall receive, hold and manage the Trust Property and shall invest and reinvest such property, and shall collect the income, -Two- if any, and proceeds thereof and shall pay over to or for the benefit of the Settlor during his lifetime so much of the annual net income and such amount or amounts of principal as the Trustee, in its sole discretion, shall deem advisable, for the care, comfort and support of the Settlor, and for the care, comfort and support of the Settlor's said wife, Carol. ARTICLE II ---------- 1. Upon Settlor's death, if the Settlor's wife, Carol survives him, the Trustee shall hold the trust properties and shall pay to, or expend for the benefit of the said wife of the Settlor, during the lifetime of the Settlor's wife or until her remarriage, so much of the income, together with so much of the principal as the Trustee in its sole discretion shall deem advisable for the care, comfort and support of the Settlor's said wife, provided, however, that the Trustee shall pay to, or expend for the benefit of said wife of the Settlor, a minimum annuity of Fifteen Thousand Dollars ($15,000.00), payable in convenient installments, not less frequently then quarterly. ARTICLE III ----------- 1. In the event of a separation or divorce between the Settlor and his said wife, Carol (unless and until -Three- there has been a judicial determination that such separation or divorce was the consequence of the flagrant misconduct of the Settlor's said wife, Carol), the Trustee shall pay, or expend for the benefit of the said wife of the Settlor, during the lifetime of the Settlor's said wife, or until her remarriage, so much of the income, together with so much of the principal as the Trustee in its sole discretion shall deem advisable for the care, comfort and support of the Settlor's said wife, provided, however, that the Trustee shall pay to, or expend for the benefit of said wife of the Settlor, a minimum annuity of Fifteen Thousand Dollars ($15,000.00), payable in convenient installments, not less frequently then quarterly. ARTICLE IV ---------- 1. Upon the death of the survivor of the Settlor and his said wife, Carol, or upon the death of the Settlor and the remarriage of his said wife, or upon the death of the Settlor and a prior separation or divorce between the Settlor and his said wife and a judicial determination that such separation or divorce was the consequence of the flagrant misconduct of the Settlor's said wife, Carol, the Trustee shall pay over said trust properties, in equal shares, one (1) share to each child of the Settlor's brother, Wallace Barnes, who shall be living upon the termination of this Trust, one (1) share to each child of the Settlor's sister, Nancy B. Coffin, who shall be living upon the termination of this Trust, and one (1) share, per stirpes, among the issue collectively, -Four- who shall then be living of each child of said Settlor's brother and said Settlor's sister, who shall not then be living, or if there shall be no such children or more remote issue of Settlor's said brother, or Settlor's sister, the whole thereof absolutely to THE BRISTOL HOSPITAL, INCORPORATION, THE BRISTOL GIRLS CLUB ASSOCIATION, INCORPORATED, and THE BRISTOL BOYS' CLUB ASSOCIATION, INCORPORATED, Connecticut charitable corporations located in Bristol, Connecticut, in equal shares. ARTICLE V --------- 1. In addition to any powers hereinabove conferred upon it, the Trustee hereunder shall have the following powers and authority: (A) To receive additional property real or personal, from any person at any time, by gift, devise or bequest, by designation of the Trustee to receive insurance proceeds, or otherwise. (B) To retain, without liability for loss or depreciation resulting from said retention, any property, real or personal, received by the Trustee hereunder for such time as the Trustee shall deem advisable, although said property may not be of the character prescribed by law for the investment -Five- of trust assets and although it represents a large percentage of any trust established hereunder. A substantial portion of the trust may consist of stock or other securities (or voting trust certifications therefor) of the Associated Spring Corporation or a successor corporation or corporations. The Trustee is authorized to rely upon any information given to it by the Settlor's brother, Wallace Barnes, with respect to the condition of the Associated Spring Corporation or any successor to it, or the advisability of retaining securities of such corporation or corporations. During the lifetime of the Settlor's brother, Wallace Barnes, the Trustee shall exercise all voting rights with respect to the stock or other securities of the Associated Spring Corporation or any successor corporation or corporations in accordance with the written instructions of Wallace Barnes. (C) To sell or otherwise dispose of assets of the trust to any person or corporation, including the executors or administrators of the estates of, or the trustees at any time acting of any trusts created by my grandmother, Lena F. Barnes, -Six- my father, Harry C. Barnes, my mother, Lillian H. Barnes, or any of their children, and even if the Trustee hereunder may also be an executor, administrator or trustee of any such estate or trust, all at such times, in such manner, for each or on credit, and upon such other terms and conditions as the Trustee shall deem advisable. (D) To invest and reinvest from time to time all or any part of the trust in such stocks, common or preferred, common trust funds, bonds, debentures, notes, securities, life insurance and annuity contracts, or other real or personal property, including property located outside the State of Connecticut, either of the class or kind now or hereafter ordinarily approved or held to be lawful for the investment of trust funds, or not, as the Trustee, in its absolute discretion, may select, and to make and change such investments from time to time according to its discretion. (E) To cause any of the investments which may be delivered to or acquired by the Trustee to be issued, held or registered in the name of the -Seven- Trustee, in negotiable form, in the name of a nominee or in any form in which title will pass by delivery; and any corporation or its transfer agent may presume conclusively that said nominee is the actual owner of securities submitted for transfer. (F) Except as provided in Sub-paragraph (B) above, to exercise in person or by proxy, all voting, option, subscription, reorganization, consolidation, merger and liquidation rights, and all other rights and privileges of whatsoever nature incident, appurtenant or pertaining to securities in the trusts, and, in connection therewith, to enter into any covenant or agreement binding the trusts, and to purchase any new securities issued as a result of, or in connection with, any such act. (G) To settle, compromise, contest or abandon claims or demands in favor of or against any trust, and the discretion of the Trustee in this respect shall be conclusive and binding. (H) To borrow money, assume indebtedness, extend mortgages and encumber by mortgage or -Eight- pledge although extending beyond the period of any trust. (I) To determine, in its absolute and uncontrolled discretion, whether any money or other property coming into its hands is part of the principal of the trust, or the gross income therefrom, or the net income available for distribution thereunder, and to apportion between principal and income any loss or expenditures which, in its opinion should be apportioned and which it may deem just and equitable, and any such determination as between principal and income so made by the Trustee in good faith shall be conclusive and binding upon all beneficiaries or other persons interested in the trust. (J) To pay all lawful taxes including income taxes, all charges and other expenses properlyinoident to the management of the trust, out of principal or income as the Trustee, in its discretion shall determine; to make returns for all federal and state taxes and to settle and compromise any and all claims which may from time to time arise in connection therewith. -Nine- (K) To make any divisions and payment pursuant to the terms of these trusts, using cash, securities or other property, of whatever nature and in whatever proportions the Trustee, in its judgment, shall deem appropriate on the basis of the value of the property as of the date of distribution. (L) To pay any sum or sums due any minor hereunder direct to such minor, or to his or her parent or parents in his or her own behalf, or to such other person or persons and in such manner as it may deem for such minor's benefit, and such payment shall be a full and complete discharge. (M) To engage the services of competent legal, accounting and investment counsel to assist and advise it in the administration of the trust, and to pay for such services out of the principal or income as the Trustee, in its discretion, shall determine. (N) In general, to exercise every power and discretion in the management of any trust as the Trustee would have if it were the absolute owner thereof, and this general power shall not be -Ten- limited in any way by the specific powers given herein. ARTICLE VI ---------- 1. Upon the death of the Settlor and upon the death of the Settlor's said wife, Carol, there may be insufficient liquid assets in his and/or her estate to pay the administration and funeral expenses and/or the federal and state estate, inheritance and succession taxes incurred by reason of his and/or her death, and the Trustee is, therefore, hereby requested and authorized to purchase from the estate of the Settlor and/or the estate of the Settlor's said wife, any assets of his and/or of her estate, or to lend or contribute money to said estates if this is deemed advisable by the Trustee for the payment of such expenses and/or taxes. The Trustee shall have complete authority and discretion regarding any such payments under the terms of this Article. Any payment made in accordance with the terms hereof shall be binding and conclusive upon all parties. ARTICLE VII ----------- 1. Any Trustee hereunder may resign as Trustee from the trust hereby created at any time by giving at least thirty (30) days written notice of its intention so to do, -Eleven- delivered personally or by certified mail to the Settlor, if living, or if he previously has died, then to the person or persons then entitled to the income from the trusts. In case of the resignation of any Trustee hereunder, a successor corporate Trustee, whose principal place of business is located in the State of Connecticut, shall be appointed by the Settlor, if living, but if not living, by the Settlor's said wife, Carol. Any such successor Trustee shall have all the powers, immunities and discretion's conferred upon the original Trustee. No successor Trustee shall be liable or responsible for any acts or defaults of any predecessor or Trustee in any way, or for any loss or expense from or occasioned by anything done or neglected to be done by any predecessor Trustee. 2. As a matter of convenience to the Settlor, the Trustee hereunder may be changed at any time and a successor corporate Trustee, whose principal place of business is located in the State of Connecticut, appointed by the Settlor; such power shall be exercised by giving written notice to the then Trustee and to the successor Trustee and upon the acceptance of the trusts by the successor Trustee and the transfer to the successor Trustee of the property held hereunder, said then Trustee shall cease to be Trustee of such property, and the successor Trustee shall become and thereafter be Trustee thereof, -Twelve- to serve in the same manner with the same powers. ARTICLE VIII ------------ 1. The Trustee of the trusts shall render at least annually to each person who is then an income beneficiary under any trust created herein, a statement of account showing all receipts, disbursements and distributions of both principal and income from such trust since the last such statement. Unless such account is objected to in writing within sixty (60) days from the rendition thereof, such account shall be deemed approved as stated. The approval of such persons, or of their guardians or legal representatives, of such statement shall, as to all matters and transactions stated in the account or shown by it, be final and binding on all persons, whether or not in being, who are then or who thereafter may become entitled to share in either the income or principal of any trust created herein. Nevertheless the Trustee shall at all times be entitled to obtain a judicial settlement of its accounts. ARTICLE IX ---------- 1. If the Settlor and his said wife, Carol, die under such circumstances that the order of their deaths cannot be determined, Settlor shall be presumed to have survived his -Thirteen- said wife. ARTICLE X --------- 1. Reference herein to The Connecticut Bank and Trust Company shall include any corporation or association which may succeed to its trust business. ARTICLE XI ---------- 1. This agreement shall be construed and regulated in all respects by the laws of the State of Connecticut. ARTICLE XII ----------- 1. The settlor expressly reserves to himself during his lifetime the power (i) to revoke the trust at any time by an instrument in writing delivered to the Trustee, (ii) to alter, amend, or modify this Trust Agreement at any time or from time to time by an instrument in writing executed by the Settlor and the Trustee, (iii) to withdraw from the trust any property forming a part of the trust, such power to be exercisable at any time or from time to time by written request to the Trustee; provided however, that during such marriage, or in the event that such marriage shall be terminated by divorce, which has not been judicially -Fourteen- determined to be the consequence of the flagrant misconduct of the Settlor's said wife, Carol, such powers shall be exersiable only with the concurrence and consent of the Settlor's said wife, Carol or her legal representative. The powers reserved to the Settlor in this Article shall be personal to him and shall not be assignable nor extend to his estate, or any beneficiary named herein, or to any other person. Upon the death of the Settlor, this trust shall be deemed irrevocable. IN WITNESS WHEREOF, the Settlor (Harry Fuller Barnes, Individually, The Connecticut Bank and Trust Company, Conservator of the Estate of Harry Fuller Barnes and Wallace Barnes, Conservator of the Person of Harry Fuller Barnes) have hereunto set their hands, names and seals, and The Connecticut Bank and Trust Company, as Trustee, acting herein by its officer hereunto duly authorized, has caused these presents to be executed by its name and behalf and its corporate seal to be hereunto affixed as of the day and year first above written. Signed, Sealed and Delivered in the presence of --------------------------- George T. Calder ------------------------------ Harry Fuller Barnes --------------------------- Margaret M. Schmidt -Fifteen- THE CONNECTICUT BANK AND TRUST COMPANY --------------------------- George T. Calder By-----------------------------L.S. Its Vice President --------------------------- Conservator of the Estate of Margaret M. Schmidt Harry Fuller Barnes --------------------------- George T. Calder -----------------------------L.S. Wallace Barnes Conservator of the Person of --------------------------- Harry Fuller Barnes Margaret M. Schmidt THE CONNECTICUT BANK AND TRUST COMPANY --------------------------- George T. Calder By-----------------------------L.S. --------------------------- Its Vice President Margaret M. Schmidt STATE OF CONNECTICUT ss. Bristol, April 6 , A.D. 1972 COUNTY OF HARTFORD Personally appeared Harry Fuller Barnes, Signer and Sealer of the foregoing Instrument, and acknowledged the same to be his free act and deed, before me. ----------------------------- Notary Public George T. Calder My Commission Expires 4/1/77 STATE OF CONNECTICUT ss. Bristol, April 6 , A.D. 1972 COUNTY OF HARTFORD Personally appeared Francis P. Linendoll, Vice President of The Connecticut Bank and Trust Company, Signer and Sealer of -Sixteen- the foregoing Instrument and acknowledged the same to be his free act and deed, and the free act and deed of The Connecticut Bank and Trust Company, as such Conservator, before me. ---------------------------------- My Commission Expires 4/1/77 Notary Public George T. Calder STATE OF CONNECTICUT SS. Bristol, April 6 , A.D. 1972 COUNTY OF HARTFORD Personally appeared Wallace Barnes, Signer and Sealer of the foregoing Instrument, and acknowledged the same to be his free act and deed, as such Conservator, before me. ---------------------------------- My Commission Expires 4/1/77 Notary Public George T. Calder STATE OF CONNECTICUT SS. Bristol, April 6 , A.D. 1972 COUNTY OF HARTFORD Personally appeared Francis P. Linendoll, Vice President of The Connecticut Bank and Trust Company, Signer and Sealor of the foregoing Instrument, and acknowledged the same to be his free act and deed, and the free act and deed of The Connecticut Bank and Trust Company, before me. ---------------------------------- My Commission Expires 4/1/77 Notary Public George T. Calder -Seventeen- THIS TRUST AGREEMENT, made and entered into this 21st day of March , 1979, by and between HARRY FULLER BARNES, Individually, of the Town of Bristol, County of Hartford and State of Connecticut, without any express authority from the Probate Court in and for the District of Bristol, and THE CONNECTICUT BANK AND TRUST COMPANY, a specially chartered Connecticut corporation, having an office in the City of Hartford, County of Hartford and State of Connecticut, Conservator of the Estate of Harry Fuller Barnes, and WALLACE BARNES, of the Town of Simsbury, County of Hartford and State of Connecticut, Conservator of the Person of Harry Fuller Barnes, (hereinafter collectively referred to as the Settlor), pursuant to decree of the Probate Court in and for the District of Bristol dated May 2 , 1979, authorizing said Conservators to execute this Agreement for and on behalf of Harry Fuller Barnes, and THE CONNECTICUT BANK AND TRUST COMPANY, a specially chartered Connecticut corporation, having an office in the City of Hartford, County of Hartford and State of Connecticut, and WALLACE BARNES, of the Town of Simsbury, County of Hartford and State of Connecticut, (hereinafter collectively referred to as the Trustee). WITNESSETH: WHEREAS, the parties entered into a Trust Agreement dated as of the 6th day of April, 1972, pursuant to decree of the Probate Court in and for the District of Bristol dated April 6, 1972; and WHEREAS, in ARTICLE XII, the Settlor reserved the power to alter, amend or modify the Trust Agreement at any time or from time to time by an instrument in writing executed by the Settlor and the Trustee, which power shall be exercisable only with the concurrence and consent of the Settlor's wife, Carol Holt Barnes; and WHEREAS, the Settlor and the Trustee now agree to make the following amendments to said Trust Agreement with the consent of said Carol Holt Barnes. NOW THEREFORE: 1. ARTICLE IV of said Trust Agreement is hereby amended to read as follows: -Two- ARTICLE IV ---------- 1. Upon the death of the survivor of the Settlor and his said wife, Carol, or upon the death of the Settlor and the remarriage of his said wife, or upon the death of the Settlor and a prior separation or divorce between the Settlor and his said wife and a judicial determination that such separation or divorce was the consequence of the flagrant misconduct of the Settlor's said wife, Carol, the Trustee shall pay over said trust properties, in equal shares, one (1) share to each child of the Settlor's brother, Wallace Barnes, who shall be living upon the termination of this Trust (with the exception of Frederick Hollister Barnes, who shall not be included as a distributee of the Trust), one (1) share to each child of the Settlor's sister, Nancy B. Coffin, who shall be living upon the termination of this Trust (with the exception of Ellen Hooker Wray, who shall not be included as a distributee of this Trust), and one (1) share, per stirpes, among the issue collectively, who shall then be living of each child of said Settlor's brother and said Settlor's sister, who shall not then be living, (with the exception of the issue of said Frederick Hollister Barnes and the issue of said Ellen Hooker Wray, who shall not be included as distributees of this Trust), or if there shall be no such -Three- children or more remote issue of Settlor's said brother, or Settlor's said sister, the whole thereof absolutely to THE BRISTOL HOSPITAL, INCORPORATED, THE BRISTOL GIRLS CLUB ASSOCIATION, INCORPORATED, and THE BRISTOL BOYS' CLUB ASSOCIATION, INCORPORATED, Connecticut charitable corporations located in Bristol, Connecticut, in equal shares. 2. Sub-paragraph (D) of ARTICLE V is hereby amended to read as follows: (D) To invest and reinvest from time to time all or any part of any trust in such stocks, common or preferred, common trust funds, bonds, debentures, notes, securities, life insurance and annuity contracts, or other real or personal property, including property located outside the State of Connecticut, either of the class or kind now or hereafter ordinarily approved or held to be lawful for the investment of trust funds, or not, specifically including stock of Barnes Group Inc. although this would add to a substantial amount already held, as the Trustee, in its absolute discretion, may select, and to make and change such investments from time to time according to its discretion. Provided, however, in investing and reinvesting any -Four- property held by the Trustee during the life of the Settlor, the Trustee is requested to consult with the Settlor insofar as is practicable. The Trustee is hereby exonerated from any liability in connection with any action taken with the Settlor's consent. Since stock in Barnes Group Inc. may well be a very substantial asset of the trust, the Trustee is to be relieved of the necessity to and responsibility for failure to diversify this asset. 3. A new ARTICLE XIII is hereby added to said Trust Agreement, which said ARTICLE XIII shall read as follows: ARTICLE XIII ------------ 1. The Connecticut Bank and Trust Company and Wallace Barnes (herein referred to as the Trustee) shall be the Trustees of this Trust. Upon the death or resignationor incapacity of Wallace Barnes to act as such Trustee, his son, Thomas Oliver Barnes, shall act as co-Trustee with The Connecticut Bank and Trust Company. In the event of the death of Thomas Oliver Barnes, or of his resignation as Trustee, the Settlor authorizes said Thomas Oliver Barnes, by instrument in writing to nominate any other individual or successive individuals to act as co- Trustee with The Connecticut Bank and Trust Company, provided, however, that there shall not be more than one individual Trustee -Five- acting hereunder at any time. During any period when no individual shall be acting as co-Trustee, The Connecticut Bank and Trust Company shall act as sole Trustee. 2. All voting rights with respect to the stock or other securities of Barnes Group Inc. (formerly known as Associated Spring Corporation) or any successor corporation or corporations shall be exercised in accordance with the written instructions of the individual co-Trustee and all decisions with respect to the condition of Barnes Group Inc. or any successor to it or with respect to the advisability of retaining securities of such corporation or corporations shall be made in accordance with the written instructions of the individual co-Trustee and the Corporate Trustee is hereby relieved of any responsibility for such votes and such decisions. IN WITNESS WHEREOF, the Settlor (Harry Fuller Barnes, Individually, The Connecticut Bank and Trust Company, Conservator of the Estate of Harry Fuller Barnes and Wallace Barnes, Conservator of the Person of Harry Fuller Barnes) have hereunto set their hands, names and seals, and The Connecticut Bank and Trust Company and Wallace Barnes, as Trustees, have hereunto set their names, hands and seals, and Carol Holt Barnes has hereunto set her hand and seal -Six- as of the day and year first above written. Signed, Sealed and Delivered in the presence of ---------------------------- ---------------------------- George T. Calder Harry Fuller Barnes ---------------------------- McEwan Perkins THE CONNECTICUT BANK AND TRUST COMPANY ---------------------------- George T. Calder ----------------------------L.S. Its Vice President ---------------------------- Conservator of the Estate of Margaret M. Schmidt Harry Fuller Barnes ---------------------------- George T. Calder ----------------------------L.S. Wallace Barnes ---------------------------- Conservator of the Person of Margaret M. Schmidt Harry Fuller Barnes THE CONNECTICUT BANK AND TRUST COMPANY ---------------------------- George T. Calder By ----------------------------L.S. Its Vice President ---------------------------- Margaret M. Schmidt ---------------------------- George T. Calder ----------------------------L.S. Wallace Barnes ---------------------------- Margaret M. Schmidt ---------------------------- George T. Calder ----------------------------L.S. Carol Holt Barnes ---------------------------- McEwan Perkins -Seven- personally appeared Harry Fuller Barnes, Signer and Sealer of the foregoing Instrument, and acknowledged the same to be his free act and deed, before me. ------------------------------ My Commission Expires 4/1/82 George T. Calder Notary Public STATE OF CONNECTICUT SS. Bristol, May 2 A.D., 1979 COUNTY OF HARTFORD Personally appeared McEwan Perkins, Vice President of the Connecticut Bank and Trust Company, Signer and Sealer of the foregoing Instrument and acknowledged the same to be his free act and deed, and the free act and deed of The Connecticut Bank and Trust Company, as such Conservator, before me. ------------------------------ My Commission Expires 4/1/82 George T. Calder Notary Public STATE OF CONNECTICUT SS. Bristol, May 14 A.D., 1979 COUNTY OF HARTFORD Personally appeared Wallace Barnes, Signer and Sealer of the foregoing -Eight- Instrument, and acknowledged the same to be his free act and deed, as such Conservator, before me. ------------------------------ My Commission Expires 4/1/82 George T. Calder Notary Public STATE OF CONNECTICUT SS. Bristol, May 2 A.D., 1979 COUNTY OF HARTFORD Personally appeared McEwan Perkins, Vice President of The Connecticut Bank and Trust Company, Signer and Sealer of the foregoing Instrument, and acknowledged the same to be his free act and deed, and the free act and deed of The Connecticut Bank and Trust Company, before me. ------------------------------ My Commission Expires 4/1/82 George T. Calder Notary Public STATE OF CONNECTICUT SS. Bristol, May 14 A.D., 1979 COUNTY OF HARTFORD Personally appeared Wallace Barnes, Signer and Sealer of the foregoing Instrument and acknowledged and same to be his free act and deed, before me. ------------------------------ My Commission Expires 4/1/82 George T. Calder Notary Public -Nine- STATE OF CONNECTICUT SS. Bristol, March 21 A.D., 1979 COUNTY OF HARTFORD Personally appeared Carol Holt Barnes, Signer and Sealer of the foregoing Instrument, and acknowledged the same to be her free act and deed, before me. ------------------------------ My Commission Expires 4/1/82 George T. Calder Notary Public January 20, 1992 Mr. Harry F. Barnes 1975 Perkins Street Bristol, CT 06010 Dear Harry: For the reasons we have discussed, I hereby resign as trustee under the Trust Agreement date April 6, 1972 between you, Connecticut Bank & Trust (now Fleet Bank), and myself. Under the amendment to that document dated March 21, 1979, Mr. Thomas O. Barnes becomes a trustee effective upon my resignation. I desire the resignation to be effective as of the date of this letter. Therefore, please sign the enclosed form which waives the thirty-day notice period provided in the Trust Agreement. Very truly yours, Wallace Barnes WB/ Enc. c: Mr. T.O. Barnes Mr. George Pare (Fleet Bank, N.A.) ACCEPTANCE OF POSITION AS TRUSTEE --------------------------------- I, Thomas O. Barnes hereby accept the position of trustee under the Trust Agreement date April 6, 1972 between Harry F. Barnes, Connecticut Bank and Trust Company (now Fleet Bank, N.A.), and Wallace Barnes effective January 20, 1992. Dated this 20th day of January, 1992 ---------------------------------- Thomas O. Barnes WAIVER OF NOTICE PERIOD ----------------------- The undersigned hereby waive the notice period relating to resignation of trustees contained in Article VII of the Trust Agreement dated April 6, 1972 between Harry F. Barnes, Connecticut Bank and Trust Company (now Fleet Bank, N.A.), and Wallace Barnes (the "Trust Agreement") and accept the resignation of Wallace Barnes as a trustee under the Trust Agreement effective January 20,1992. Dated this 20th day of January, 1992. ---------------------------------- Harry Fuller Barnes FLEET BANK, N.A. By: ------------------------------------------------ Conservator of the Estate of Harry Fuller Barnes ---------------------------------- Wallace Barnes Conservator of the Person of Harry Fuller Barnes LETTER OF RESIGNATION Harry Fuller Barnes 1975 Perkins Street Bristol, Connecticut 06010 Wallace Barnes, Conservator of the Person of Harry Fuller Barnes Sky Bight 1875 Perkins Street Bristol, Connecticut 06010 Fleet Bank, N.A., Conservator of the Estate of Harry Fuller Barnes One Constitution Plaza Hartford, Connecticut 06115 RE: Harry Fuller Barnes Trust Gentlemen: Under the terms of the trust agreement made by Harry Fuller Barnes, et al, dated April 6, 1972, as amended March 21, 1979, Fleet Bank, N.A. and Thomas O. Barnes serve as trustees. In accordance with Article III 1., please consider this notice of the resignation of Fleet Bank, N.A., as trustee effective, with waiver of the notice period, as of today's date. Fleet Bank, N.A. as Trustee, by: ----------------------------------- Edmund J. Staley Vice President March 10, 1995 WAIVER OF NOTICE AND APPOINTMENT OF SUCCESSOR TRUSTEE -------------------------------- WHEREAS, the undersigned, acting together as Settlor, executed a Trust Agreement dated April 6, 1972 with Connecticut Bank and Trust Company (now Fleet Bank, N.A.), and Wallace Barnes as Trustees; and WHEREAS, Fleet Bank, N.A. has resigned as Trustee under said Trust Agreement effective March 10, 1995; NOW THEREFORE, the undersigned: 1. Hereby waive the notice period relating to the resignation of Trustees contained in Article VII of said Trust Agreement and accept the resignation of Fleet Bank, N.A. as Trustee under said Trust Agreement effective March 10, 1992; and 2. Hereby appoint Trust Company of Connecticut, of Hartford, Connecticut, as Successor Trustee. Dated as of the 10th day of March, 1995. ----------------------------------- Harry Fuller Barnes FLEET BANK, N.A., CONSERVATOR OF THE ESTATE OF HARRY FULLER BARNES By ----------------------------------- Its Vice President ----------------------------------- Wallace Barnes, Conservator of the Person of Harry Fuller Barnes Trust Company of Connecticut hereby accepts the above appointment as Successor Trustee effective March 10,1995. TRUST COMPANY OF CONNECTICUT By ----------------------------------- Its Senior Vice President EX-3.5 5 EX-3.5 THIS TRUST AGREEMENT made and entered into this 10th day of March, 1989, by and between JARRE BARNES BETTS, of the Town of Bristol, County of Hartford and State of Connecticut (hereinafter referred to as the Settlor), and THE CONNECTICUT BANK AND TRUST COMPANY, a Connecticut banking corporation with an office in the City of Hartford, County of Hartford and State of Connecticut, and THOMAS OLIVER BARNES, of the Town of Bristol, County of Hartford and State of Connecticut; (hereinafter referred to as the Trustees). WITNESSETH : WHEREAS, the Settlor desires to create a trust of certain securities and cash and the proceeds of certain life insurance policies upon her life, which policies are or shall be made payable to the Trustees, the said securities, cash and policies being described in Schedule "A", attached hereto and having been delivered this date to the Trustees; and WHEREAS, the Settlor or another person or persons may hereafter desire to deposit with the Trustees additional policies of insurance upon the Settlor's life or other cash, property or securities, or may wish to add to the trust by gift, devise or bequest under the terms of a Last Will and Testament, in which even such additional policies, cash, property or securities shall be listed on additional schedules to be attached hereto; NOW, THEREFORE, the Trustees agree to hold said policies, securities and cash and any other property which the Settlor or any other person may hereafter place or cause to be placed under this Agreement, whether by Will or otherwise, hereinafter referred to as the "trust property" and to manage, invest and reinvest said property in trust for the following uses and purposes: ARTICLE I --------- During the lifetime of the Settlor, the Trustees shall receive, hold and manage the trust property and shall invest and reinvest any property other than insurance policies, and shall collect the income, if any, and the proceeds thereof, and shall pay over to or for the benefit of the Settlor during her lifetime so much of the annual net income and such amount or amounts of principal as the Settlor may in writing from time to time request, or in the event of her incapacity, so much thereof as the Trustees, in their sole discretion, shall deem advisable. ARTICLE II ---------- Upon the Settlor's death if Settlor's husband, GEORGE WHITEFIELD BETTS, III, survives her, the Trustees shall, as of the date of the Settlor's death, set aside out of trust principal, in a separate trust known as the family trust a sum equal to the largest amount than can pass free of federal estate tax under this Article by reason of the unified credit and the state death tax credit (provided use of this credit does not require an increase in the state death taxes paid) allowable to the Settlor's estate, but no other credit, and after taking account of property passing outside of this trust which does not qualify for the marital or charitable deduction, and after taking account of charges to principal that are not allowed as deductions in computing the Settlor's federal estate tax. For 2 the purpose of establishing the sum disposed of by this Article, the values finally fixed in the federal estate tax proceeding relating to the Settlor's estate shall be used. The Settlor recognizes that no sum may be disposed of by this Article and that the sum so disposed of may be affected by the actions of the Settlor's Trustees in exercising certain tax elections. The family trust shall be administered as provided in Article IV of this Instrument. ARTICLE III ----------- Upon the Settlor's death, if the Settlor's said husband, GEORGE WHITEFIELD BETTS,III, survives her, the Trustees shall retain the balance of the trust principal, if any, in a separate marital trust for the Settlor's said husband, GEORGE WHITEFIELD BETTS, III. The marital trust shall be administered as provided in Article V of this Instrument. ARTICLE IV ---------- The Trustees shall administer the family trust as created pursuant to Article II hereof as follows: A. The Trustees shall hold, manage and control the same and after the payment of any necessary expenses, including reasonable compensation to my said Trustees, to pay over to the Settlor's said husband, GEORGE WHITEFIELD BETTS, III, and the Settlor's then living children, so much of the income, together with so much of the principal, as the Trustees, in their sole uncontrolled discretion, may deem necessary and proper for the care, comfort, education and support of the Settlor's said husband, and for the care, comfort, education and support of the Settlor's said children, so long as the Settlor's said husband shall live. It 3 is the intention of the Settlor and the Settlor hereby directs that the said Trustees shall consider the Settlor's said husband the primary object of her bounty and shall give to his needs and comforts primary consideration in distribution of income and principal from this trust, so long as the Settlor's said husband shall live. B. Upon the death of the Settlor's said husband, GEORGE WHITEFIELD BETTS, III, or upon the Settlor's death if he should predecease her, the Settlor directs her Executors and/or Trustees to allocate a sum equal to the maximum amount that may pass to a "skip person" by virtue of her and her husband's personal generation-skipping tax exemptions, as allowed by the generation- skipping tax provisions of the Internal Revenue Code, as amended from time to time, and elected by the appropriate fiduciary or fiduciaries of her estate and her husband's estate and to divide said sum into as many equal shares as children who survive the Settlor and her husband and dispose of said equal shares as follows: (i) The Trustees shall hold each equal share for the benefit of each surviving child and shall pay over to and for the benefit of said surviving child, so much of the income, together with so much of the principal, as the said Trustees, in their sole uncontrolled discretion, may be deemed necessary and proper for the care, comfort, education, and support of said child, so long as said child shall live. Upon the death of said child, or upon the death of the Settlor's said husband, GEORGE WHITEFIELD BETTS, III, in the event that said child should predecease the Settlor's said husband, or upon the 4 Settlor's death in the event that both the Settlor's said child and the Settlor's said husband shall predecease her, the Trustees shall hold or continue in trust such share, or the remainder thereof, and pay over to or for the benefit of the children of the Settlor's said child, so much of the income, together with so much of the principal, as said Trustees, in their sole uncontrolled discretion, may deem necessary and proper for the care, comfort, education and support of said children. As each of said children shall reach the age of twenty-one (21) years, the Trustees shall pay over to said child, his or her pro rata portion of the remainder share of said trust, per stirpes and not per capita, free and clear of all trusts. If any child of a deceased child shall die before reaching the age of twenty-one (21) years, survive by issue, said share or part of share then apportioned to such child and which it would have received had he or she lived to reach the age of twenty-one (21) years shall, upon the death of such child of a deceased child of the Settlor, be paid over to the Executor or Administrator of the estate of such child of a deceased child of the Settlor, and the same to be the property of the estate of such child, absolutely and forever. If any child of a deceased child of the Settlor shall die before reaching the age of twenty-one (21) years without surviving issue, any share or part of share then apportioned to said child and to which he or she would have received had he or she lived to reach 5 the age of twenty-one (21) years, shall, on the death of such child, be paid over to any other child or children of said deceased child reaching the age of twenty-one (21) years, or any surviving issue of such child of a deceased child of the Settlor, in equal shares, absolutely and forever. In the event that all of the children of any deceased child shall die before reaching the age of twenty-one (21) years, survived by no issue, said Trustees shall add the remainder of said share or shares to the part or share devised to the children of any other deceased child of the Settlor. (ii) Upon the death of Settlor's said husband, GEORGE WHITEFIELD BETTS, III, or upon the death of the Settlor, if Settlor should predecease him, the Trustees shall divide the remainder of said trust properties or the residue of Settlor's estate into such number of equal shares as shall allow the same to be apportioned as follows: One (1) share each for each child of the Settlor who shall then be living; and one (1) share each for each child of the Settlor who shall have died leaving children then living. Each share so apportioned shall be continued in trust and the principal and income shall be distributed as is hereinafter directed. (iii) The share that may be apportioned for the benefit of a child of the Settlor, who shall then be living, shall be continued in trust, and the Trustees shall pay over to or for the benefit or such child, so much of the income, together with so much of 6 the principal, as the Trustees, in their sole uncontrolled discretion, may deem necessary and proper for the care, comfort, education and support of such child, and for the care, comfort, education and support of such child's children. It is the intention of the Settlor, and she hereby directs that said Trustees shall consider such child the primary object of his or her bounty and shall give to his or her needs and comforts primary consideration in distribution income and principal from this trust. As each of said children of the Settlor shall reach the age of thirty (30) years, Settlor directs the Trustees to pay over to such child one-half (1/2) of the remainder of his or her share, free and clear of all trusts. As each of said children shall reach the age of thirty-five (35) years, Settlor directs the Trustees to pay over to such child the remainder of his or her share, free and clear of all trusts. If any of said children of the Settlor shall die before reaching the age of thirty (30) years, survived by children, the Trustees shall continue in trust the remainder of such share and to pay over to or for the benefit of the children of such child, so much of the income, together with so much of the principal as the Trustees, in their sole uncontrolled discretion, may deem necessary and proper for their care, comfort, education and support. As each of such children shall reach the age of twenty- one (21) years, the Trustees shall pay over to such child, his or her pro rata part 7 of the share of such child, per stirpes and not per capita, free and clear of all trusts. (iv) The share that may be apportioned for the benefit of children of a deceased child of the Settlor as above provided, shall be divided into as many equal parts as there shall be children living of a deceased child of the Settlor and shall be continued in trust, and the Trustees shall pay over to or for the benefit of such child of a deceased child of the Settlor, so much of the income, together with so much of the principal of such equal part as the Trustees , in their sole uncontrolled discretion, may deem necessary and proper for the care, comfort, education and support of such child. As each of such children shall reach the age of twenty-one (21) years, the Trustees shall pay over to such child, his or her pro rata part of the share of such child, per stirpes and not per capita, free and clear of all trusts. (v) If any child of the Settlor shall die before reaching the age of thirty (30) years, leaving no children surviving or leaving children surviving, but none of such children shall live to arrive at the age of twenty-one (21) years, or be survived by children, the share so held for the benefit of the child so dying or any part thereof which shall not have been distributed to him or her as is herein directed, shall be held for the benefit of and distributed among the Settlor's other children (one (1) share each to such child of the Settlor) and the children of any 8 child of the Settlor who shall have died (the children of any one deceased child of the Settlor so dying to take one (1) share jointly). In such event or events, each respective part of the share so apportioned to other children of the Settlor and children of a deceased child of the Settlor, shall be added to the respective part of the share so apportioned to other children of the Settlor and the children of a deceased child of the Settlor, shall be added to the respective share or parts of a share herein otherwise created for the benefit of children of the Settlor or children of a deceased child of the Settlor and to be held, managed and distributed as to income and principal, in the same manner as the share or part of a share to which it is added as herein provided. (vi) If any children of a deceased child of the Settlor shall die before reaching the age of twenty-one (21) years, survived by children, the Settlor directs that any share of the trust properties which such children of such deceased child of the Settlor would have received had they lived to arrive at the age of twenty-one (21) years, shall upon the death of such child of a deceased child of the Settlor, be paid over and transferred to the Executor or Administrator of the estate of such child so dying, absolutely and forever. C. Upon the termination of all the interests hereinbefore created, or if in any contingency any part or the whole of the principal of this trust shall not be effectually disposed of under the foregoing provisions of this Instrument, 9 then upon the happening of such contingency, the Settlor's Trustees shall pay over and distribute such portions of said trust properties to the Settlor's said brother, THOMAS OLIVER BARNES, if he is then living, to his then living descendants, per stirpes, if he is deceased, and to the Settlor's father, WALLACE BARNES, of Bristol, Connecticut, if the Settlor's said brother is deceased and there are no descendants of his then living, absolutely and forever. ARTICLE V --------- The Trustees shall administer the marital trust as created pursuant to Article III hereof as follows: A. The Trustees shall hold, manage and control the same and after the payment of any necessary expenses, including reasonable compensation to the Settlor's Trustees, to pay over to the Settlor's said husband, GEORGE WHITEFIELD BETTS, III, monthly if practicable, but in any event not less than quarterly, all of the income, together with so much of the principal, as the Trustees, in their sole uncontrolled discretion, may deem necessary and proper for the care, comfort and support of the Settlor's said husband so long as the Settlor's said husband shall live. The Settlor intends that this trust shall qualify as "qualified terminable interest property" as such term is defined in Section 2056 (b) (7) (B) of the Internal Revenue Code of 1954 as amended. Notwithstanding any other provision of this trust, upon the death of the Settlor's said husband, GEORGE WHITEFIELD BETTS, III, all income of this trust which is accrued or undistributed 10 shall be paid to the estate of the Settlor's said husband, GEORGE WHITEFIELD BETTS, III. B. Notwithstanding any other provision of this trust, upon the death of the Settlor's said husband, GEORGE WHITEFIELD BETTS, III, the Settlor's Trustees shall pay over the then principal of this trust to such person or persons out of a class composed of descendants of the Settlor of whatever degree and whenever born, and in such estates, interests and proportions as the Settlor's said husband may appoint, by a Will specifically referring to this Paragraph. In default of the effective exercise of said testamentary power of appointment, the Trustees are authorized to pay from the principal of the trust the incremental amount by which inheritance, estate and succession taxes by reason of his death shall be increased on account of the inclusion of this trust in his estate for estate tax purposes. C. Upon the death of the Settlor's said husband, GEORGE WHITEFIELD BETTS, III, provided he shall not have exercised the power of distribution and appointment herein authorized, the Trustees are directed to add the remainder of the Settlor's trust properties to the properties of the trust hereinabove disposed of in Article IV, and to hold, manage and control the same and to divide and pay over the income therefrom, and the principal thereof, in accordance with the provisions of said Article IV. D. In the event that the Settlor's said husband, GEORGE WHITEFIELD BETTS, III, shall disclaim in whole or in part the property interests herein given to him in the trust hereby created, then upon such disclaimer, the Trustees shall add all of the principal of this trust, or so much thereof as the Settlor's said husband may have so disclaimed, to the trust hereinabove 11 disposed of in Article IV, to be held, administered and distributed in accordance with the terms thereof. E. The Settlor's Executors shall, in their sole discretion, determine whether to elect under the provisions of the Internal Revenue Code applicable to the Settlor's estate to qualify any portion of the trust created by this Article for the federal estate tax marital deduction. Generally, the Settlor anticipates that her Executors will elect to minimize the estate tax payable by the Settlor's estate; however, the Settlor would expect that some consideration be given to the estate tax payable in her said husband's estate upon his death, especially if he should die prior to the time election is made. The determination of the Settlor's Executors with respect to the exercise of the election shall be conclusive upon all affected persons, and said Trustees shall have no liability for, or obligation to make compensating adjustments between principal and income or in the interests of the beneficiaries by reason of, the effects of such election. F. The Settlor directs (i) that said trust shall be satisfied only out of assets that qualify for the marital deduction under the provisions of the Internal Revenue Code applicable to the Settlor's estate or out of the proceeds of such assets, and (ii) that no property situated (within the meaning of such Code or any United States estate tax convention applicable to the Settlor's estate) in a foreign country and subject to any estate, inheritance, succession or other death tax imposed by a foreign country or possession or political subdivision thereof, or the proceeds thereof, shall be used in satisfying said trust, expect to the extent that the Settlor's estate may not include sufficient other property to satisfy the same. 12 G. In the event the Settlor's said husband, GEORGE WHITEFIELD BETTS, III, and the Settlor die in a common accident or disaster, or under circumstances creating any doubt as to which of them survived the other, the Settlor's said husband shall be presumed to have survived the Settlor and the Settlor's trust shall be administered as though Settlor's said husband survived her; and, in particular, that portion of the Settlor's marital trust described in Article V above shall be distributed as herein provided. H. In the event that the Settlor's said husband, GEORGE WHITEFIELD BETTS, III, shall not survive the Settlor, the residue of the marital trust shall pass with the trust hereinabove disposed of in Article IV. I. The Settlor's Executors and/or Trustees shall, in their sole discretion, determine whether and in what manner to allocate the exemption from tax provided by the appropriate Sections of the Internal Revenue Code, as amended from time to time, providing for generation skipping transfer tax. If any part of the exemption is allocated to the spouses trust as set forth in Article V hereof, and if the amount of exemption so allocated to said trust is less than the amount required for such trust to be wholly exempt from generation skipping transfer tax, the Settlor's Trustees shall divide that trust into two (2) separate trusts referred hereto as Marital Subtrust A and Marital Subtrust B to reflect any generation skipping transfer or election under the appropriate Sections of the Internal Revenue Code as amended from time to time, and any allocation of the Settlor's generation skipping exemption. The Settlor's Trustees shall allocate to Marital Subtrust A so much of the assets of the Marital Trust set forth in Article V hereof as will equal the 13 amount of generation skipping transfer tax exemption allocated to the Marital Trust in Article V. The Settlor's Trustees shall allocate to Marital Subtrust B any excess assets to be contained in the Marital Trust created in Article V. Marital Subtrust A and Marital Subtrust B shall be identical in all their terms and conditions, except, that in the event the Settlor's Trustees determine to make principal payments to the Settlor's husband, such principal payments shall be made from Marital Subtrust B until such time as Marital Subtrust B has been exhausted. J. In this Article and in the generation skipping context, generally the term "Trustees" refer to the person or persons authorized by IRC provisions or Treasury regulations to make the transfer or election for qualified terminable interest property under IRC Section 2652 (a) (3) and to allocate the exemption under IRC Section 2631 (a). K. All provisions of this trust except to the extent inconsistent with the marital deduction objectives of the Marital Trust or other transfer shall be construed to provide for or at least to permit divisions, distribution and administration of trusts and other dispositions in a timely manner consistent with the Settlor's objectives of efficiently using available generation-skipping exemptions and (to the extent possible) of establishing and maintaining only trusts (or substantially separate and independent shares) that have inclusion ratios either of zero or of one and are thus either entirely exempt or entirely nonexempt. ARTICLE VI ---------- The Settlor authorizes her Trustees to exercise all powers granted by Section 45-100e of the Connecticut General 14 Statutes, 1958 Rev. as amended (Fiduciary Powers Act), in addition to all powers otherwise set forth in this trust. The income given to the beneficiaries of the trust created herein, is given for their support and the support of their families within the meaning of the General Statutes (1958), Section 52-321 and subject to the provisions of that Section, shall be free from attachment by or any equitable action on behalf of creditors of such beneficiaries. The interest of any beneficiary in the income or principal of said trust shall not be assignable or transferable by any beneficiary and the interest of any woman shall be free from the control of her husband. In all cases where the Settlor's Trustees have the discretionary right in said trust to pay income to any beneficiary of said trust, the Trustees shall have the right to accumulate income or withhold all or any part of it from such beneficiary. ARTICLE VII ----------- In additional to any powers given to the Settlor's Trustees by law, the Settlor authorizes her Trustees to exercise the following powers and authority, with respect to any property, real or personal, left by the Settlor or at any time held or acquired by the Settlor's Trustees; provided, however, that no such power shall be exercisable in any way which would adversely affect the marital deduction otherwise allowable under the terms of Article V hereof. (a) To sell, convey, or otherwise dispose of the whole or any part thereof to any person or corporation, including any issue of mine, at such 15 times, in such manner, for cash or on credit, and upon such terms and conditions as they shall deem advisable. (b) To hold all or part uninvested for such period of time as they shall deem advisable. (c) To make such purchases or exchanges at such time, in such manner and upon such other terms and conditions as they shall deem advisable, from or with any person or corporation, including any issue of the Settlor, and to invest in such bonds, preferred or common stocks, mortgages, mortgage participation certificates, interests in any kind of investment trust, leases, commodities, oil or gas royalties, or other evidences of rights, interests or obligations, secured or unsecured, or in such other property, real or personal, domestic or foreign, as they shall deem advisable, whether or not any investment shall produce income or be of a wasting asset nature and without regard to any law concerning the investment of trust funds or to the amount which shall be invested in any one security or in any one kind of investment and even though all or substantially all of such investments may be in common stocks or other equity securities. (d) To retain for such periods of time as they shall deem advisable any investments or other property of which the Settlor shall die seized or possessed or to which the Settlor shall be any wise entitled at the time of her death, or which may have been purchased or otherwise acquired by the Settlor's Trustees, as the case may be. 16 (e) To manage, maintain, improve, lease (for any term whether or not extending beyond the term of the trusts created hereunder or the term fixed by any law), mortgage, subdivide, partition or otherwise dispose of any real or personal property or any interest therein; to make alterations in any buildings now or hereafter located on any such property or to demolish the same; to construct new buildings; all in such manner and upon such terms and conditions as they shall deem advisable, and to enter into contracts with respect to any of the foregoing. (f) To grant options at such times, in such manner and upon such terms and conditions as they shall deem advisable in connection with the exercise of any of the rights, powers, authority and privileges given to them by this trust. (g) To abandon any property, real or personal, which they shall deem to be worthless or not of sufficient value to warrant keeping or protecting; to abstain from the payment of taxes, liens, water rents, assessments, repairs, maintenance or upkeep of any such property; to permit any such property to be lost by tax sale or other proceedings, or to convey any such property for a nominal consideration or without consideration. (h) To foreclose mortgages and bid in property under foreclosure, or to take title to property by conveyance in lieu of foreclosure, either with or without payment of consideration, to continue mortgage investments after maturity, either with or 17 without renewal or extension, upon such terms and conditions as they shall deem advisable, to consent to the subordination, modification renewal or extension of any debenture, note or other obligation, whether or not secured, or any bond or mortgage, or of any term or provision thereof, or of any guarantee thereof, or to the release of such guarantee; to release obligors or other obligations, or to refrain from instituting suits or actions against such obligors for deficiencies; to use such part of the property held under this trust as they shall deem advisable for the protection of any investment in real or personal property or any investment in any mortgage or pledge on real or personal property. (i) To accept and retain as trust investments mortgages received by them as part of the purchase price of real estate sold by them in amounts in excess of that to which they are otherwise restricted by law. (j) To exercise or dispose of any and all options, privileges or rights, whether to assent, subscribe, convert, vote by discretionary proxy or otherwise, or of any other nature, or to refrain from exercising any of such options, privileges or rights; to become a party to, or deposit securities or other property under, or accept securities issued under, any voting trust agreement. (k) To assent to or participate in any reorganization, readjustment, recapitalization, consolidation, merger, dissolution, sale or purchase of 18 assets, lease, mortgage, contract or other action or proceeding of or by any corporation; to deposit securities or other property under, or become a party to, any agreement or plan for any such action or proceeding or for the protection of holders of securities; to subscribe to new securities issued pursuant to any such action or proceeding; to delegate discretionary powers to any reorganization, protective or similar committee; to exchange any property for any other property in connection with any of the foregoing; to pay any assessments or other expenses in connection with any of the foregoing. (l) To adjust, compromise and settle or refer to arbitration any claim in favor of or against the Settlor's estate or any of the trusts created hereunder, upon such terms and conditions as they shall deem advisable, and to institute, prosecute or defend such legal proceedings as they shall deem advisable. (m) To borrow money from themselves or from any other party, whether for the purpose of raising funds to pay taxes, or otherwise, and to give or not to give security therefor, and to repay such borrowings, all upon such terms and conditions and for such periods as they shall deem advisable. (n) To employ and pay the compensation of such accountants, custodians, experts, counsel, legal or investment, and other agents, as they shall deem advisable, and to delegate discretionary powers to, and to rely upon information and advice furnished by them. 19 (o) To pay any and all expenses, costs, fees, taxes (other than death taxes), penalties or other charges and to charge the same against principal or income or partly against the principal and partly against the income of the whole or any part of my estate or the trusts, parts, funds or shares created by this trust. (p) To file joint Federal or State income tax returns with the Settlor's said husband covering the period or periods with respect to which the Settlor shall have filed no Federal or State income tax returns to the date of her death and to pay so much of the tax shown to be due by any such return as the Settlor's Executors shall deem proper in their absolute discretion. (q) To elect to have the Settlor's gross estate valued in accordance with values as of the date or dates subsequent to her death as authorized by Section 2032 of the Unites State Internal Revenue Code as in effect at the date of her death. (r) To hold property in their name as Trustees or, to the extent permitted by law, in their names without designation of any fiduciary capacity or in the name of a nominee or unregistered or in such form as will pass by delivery. (s) To form such corporations as they shall deem advisable in connection with the administration or distribution of the Settlor's estate or any trust, part, fund or share thereof, and to transfer to any 20 such corporation such property as they shall deem advisable. (t) To carry on any business owned by the Settlor, and to carry on with other partners any business in which the Settlor may be a partner at the time of her death, for such period or periods of time as they shall deem advisable, and to invest additional monies in or make loans to any such business or partnership or to sell or liquidate the same, and they shall be entitled to reasonable compensation for their services with respect thereto in addition to the compensation allowed by law to the Trustees. (u) To make any division, distribution or partition of property in kind or otherwise and to allot any property, including an undivided interest therein, to any trust part, fund or share, whether or not the same kind of property is allotted to other trusts, parts, funds or shares and in connection therewith the judgment of the Settlor's Trustees, as the case may be, as to the value of any property or any interest therein shall be binding and conclusive upon all persons. (v) Generally, to exercise all such rights and powers and to do all such acts and to enter into all such agreements as persons owning similar property in their own right might lawfully exercise, do or enter in. (w) In any case in which the Settlor's Trustees are required or permitted to divide her estate or any part thereof into trusts, parts, funds, or shares under Article IV, they shall not be required 21 physically to divide any of the investments or other property held hereunder but may keep the same in one fund to which the separate and distinct trusts, parts, funds and shares shall have undivided interests. (x) All of the rights, powers, duties, authority, privileges and immunities given to the Settlor's Trustees by this trust shall continue after termination of the trusts created hereunder and until her Trustees shall have made actual distribution of all property held by them hereunder. (y) No person dealing with the Settlor's Trustees shall be bound to see to the application or disposition of cash or other property transferred to her Trustees, or to inquire into the authority for or propriety of any action by her Trustees. ARTICLE VIII ------------ The Settlor also authorizes her said Trustees in their absolute discretion with respect to any property held by them in the trust created under Articles IV and V above, and without authorization by any Court: (a) To purchase as an investment, insurance policies on the life of any person in whom any beneficiaries of any trust created hereunder has an insurable interest, out of the income or the principal, or both, of the Settlor's estate or any trust created hereunder. (b) To retain such policies and also any other insurance policies on the life of any person owned by the Settlor at the time of her death or at any 22 time held hereunder, for such periods of time as they shall deem advisable. (c) To pay such of the premiums, dues, assessments or other charges or other consideration on or in connection with any such insurance policies, as they shall deem advisable in their absolute discretion, out of the income or the principal, or both, of the Settlor's estate or the trust in which any such insurance policies shall be held; provided, however, that premiums, dues, assessments or other charges on or in connection with any policy or policies insuring the life of any issue of the Settlor's shall be paid only from the principal of her estate or the principal of the trust of which such policy or policies shall form a part. (d) To borrow on or assign or pledge any policy for the purpose of paying any premiums, dues, assessments or other charges due thereon or due on any other policy or for the purpose of paying estate, transfer, succession, inheritance or other death taxes, or any interest thereon or for any other purpose. (e) To exercise any or all privileges, options or rights granted by the policies or allowed by the companies issuing the policies, including any privileges, options or rights in connection with the surrender, lapse or conversion of any of the policies or any other privileges, options or rights whatsoever, all in the same manner as persons owning similar policies in their own right might lawfully do. 23 (f) Dividends and interest, rents and other similar payments, received in cash by the Settlor's said Trustees, shall normally be dealt with as income, whether ordinary or extraordinary and whether or not in the nature of liquidating dividends or payments on mining, oil, timber or other stocks or assets of a wasting nature, a return of capital or a distribution from depletion reserves (and irrespective of any statement the corporation, person or association declaring such dividends or making such payments may make with reference thereof) and irrespective of the character of the assets or account out of which they are paid or the time when they shall have accrued or accumulated or shall have been earned, declared or payable or the time for the determination of the persons entitled thereto. (g) Dividends paid in and rights to subscribe to property other than cash, including securities, whether or not of the same corporation, and shares of stock received as the result of any stock split-up, shall normally be dealt with as principal, but the Settlor's said Trustees are authorized in their absolute discretion, to allocate the whole or any part of any such dividend or right or shares of stock to income if in their opinion such dividend or right or shares of stock should be considered as a distribution of current earnings by the corporation declaring or issuing the same. (h) The Settlor's said Trustees are authorized in their absolute discretion to make such 24 provision, if any, as they shall deem advisable for the amortization out of income of any premium paid on the purchase or other acquisition of any security. The Settlor's said Trustees are also authorized in their absolute discretion to make such provision, if any, as they shall deem advisable out of income by way of a reserve or otherwise for the depreciation, obsolescence or deterioration of any real or personal property at any time held by them or by any corporation all or a substantial part of the stock of which is held by them and at any time to use any such reserves or other provision to restore or improve any such real or personal property or to transfer the same to the principal of my estate or of any trust created hereunder or of any such corporation or to return the same to the income of my estate of any such trust or corporation. (i) The proceeds from the sale, redemption or other disposition, whether at a profit or loss, of any property constituting principal, including mortgages and real estate, shall normally be dealt with as principal, even if the property shall have produced no income, but the Settlor's said Trustees are authorized in their absolute discretion to allocate the whole or any part of any such proceeds to income if the property disposed of produced no income or in their opinion, substantially less than the current rate of return on trust investments. (j) The Settlor directs that all net income arising from her general estate (including the part 25 thereof used for the payment of debts, expenses of administration and taxes) from the date of her death during the period of administration of her estate shall be treated as income and apportioned to the trusts created herein. (k) No part of any income received by the Settlor's said Trustees on property forming a part of her estate at the time of her death shall be deemed to principal solely by reason of the fact that it may have been earned or accrued or, in the case of dividends, declared prior to the time of her death. All such income shall be held and disposed of in all respects as though earned during the period of administration of her estate. (1) There shall be no apportionment of accrued income by any beneficiary hereunder whose interests therein shall terminate by death or otherwise prior to the time when the same is due and payable to the Settlor's said Trustees; the whole of such income shall, after the deduction therefrom of any expenses chargeable thereto be paid to the next income beneficiary or beneficiaries, if any, of the fund which produced such income or accumulated and added to the principal, as the Trustees shall determine in their absolute discretion, or if there shall be no such income beneficiary, then to the person or persons entitled to the principal of the fund which produced such income. 26 ARTICLE IX ---------- A. A substantial portion of the Settlor's estate may, at the time of her death, consist of stock or other securities (or voting trust certificates therefor) of Barnes Group Inc. or a successor corporation or corporations (such stock or securities being hereafter referred to in this Article as Barnes Group Inc. stock). The Settlor's Executors and Trustees are authorized to rely upon any information given by the Settlor's father, WALLACE BARNES, the Settlor's brother, THOMAS OLIVER BARNES, and the Settlor's uncle, CARLYLE F. BARNES with respect to the condition of Barnes Group Inc. or any successor to it or the advisability of retaining securities of such corporation or corporations. B. Without in any way limiting the scope of the authority provided by Articles IV and V, and so long as this authorization would not be in violation of specific limitations and requirements, the Settlor's Executors and Trustees are authorized (but not directed) to retain all Barnes Group Inc. stock which shall become part of her estate or any of the trusts hereunder for such period of time as the Settlor's Executors and Trustees shall determine (in the Settlor's Executors and Trustees absolute discretion after consulting with the individual named in Paragraph A of this Article if living and available). The Settlor's Executors and Trustees are authorized, but not directed, to retain such shares because the Settlor recognize that it is impossible to foresee circumstances that may arise that would cause a sale of a part or all of such stock to be advisable. Nevertheless, it is the Settlor's earnest wish that her Executors and Trustees make no sale of any Barnes Group Inc. stock except with great reluctance and only after careful consideration of her objective that the Barnes Group Inc. stock 27 shall continue to be held for the benefit of the beneficiaries hereunder. Accordingly, the Individual and Corporate Executors and Trustees are relieved of all liability, responsibility or other accountability with respect to any loss that may occur as the result of the retention of such stock. So long as an individual shall be acting as Executor or Trustee hereunder, no sale of Barnes Group Inc. stock shall be made except at the direction of said Executor or Trustee and the Corporate Executor or Trustee shall have no responsibility or accountability with respect to the retention or disposition of any Barnes Group Inc. stock by her estate or trusts created hereunder, it being her express intention and direction that the Individual Executor or Trustee, so long as there shall be an Individual Executor or Trustee in office hereunder, shall be treated as sole Executor and sole Trustee hereunder with respect to all matters involving the retention and disposition of the Barnes Group Inc. stock. C. Notwithstanding any provision to the contrary in Articles IV and V, the authority to exercise the voting rights in respect to any Barnes Group Inc. stock which shall be part of the Settlor's estate or any of the trusts hereunder shall be exercised by the Individual Executor or Trustee, as the case may be, alone and the Corporate Executor or Trustee shall have no authority to exercise said rights unless the Corporate Executor or Trustee shall be the only Executor or Trustee at the time in office. ARTICLE X --------- The Settlor expressly reserves to herself during her lifetime the power (i) to revoke the trust at any time by an instrument in writing delivered to the Trustees; (ii) to alter, 28 amend or modify this Trust Agreement at any time or from time to time by an instrument in writing executed by the Settlor and the Trustees; and (iii) to withdraw from the trust any life insurance policy or any other property forming a part of the trust, such power to be exercisable at any time or from time to time by written request to the Trustees. The powers reserved to the Settlor in the Article shall be personal to her and shall not be assignable nor extend to her personal representative, her estate, any beneficiary named herein or to any other person. Upon the death of the Settlor, this Trust shall be deem irrevocable. ARTICLE XI ---------- This Agreement shall be construed in accordance with the laws of the State of Connecticut. IN WITNESS WHEREOF, the Settlor has hereunto set her hand and seal, THOMAS OLIVER BARNES, has hereunto set his hand and seal, and THE CONNECTICUT BANK AND TRUST COMPANY, acting herein by its officer has hereunto duly authorized, has caused these presents to be executed in its name and behalf and its corporate seal to be hereunto affixed as of the day and year first above written. Signed, Sealed and Delivered in the presence of ----------------------- -------------------------L.S. JARRE BARNES BETTS ----------------------- ----------------------- -------------------------L.S. THOMAS OLIVER BARNES ----------------------- 29 THE CONNECTICUT BANK AND TRUST COMPANY ----------------------- By-------------------------L.S. Norman E. Armour, Its ----------------------- Senior Vice President STATE OF CONNECTICUT ss. Bristol March 10, 1989 COUNTY OF HARTFORD Personally appeared JARRE BARNES BETTS, Signer and Sealer of the foregoing Instrument and acknowledged the same to be her free act and deed, before me. -------------------------- Richard H. Alden Commissioner of the Superior Court STATE OF CONNECTICUT ss. Bristol March 10, 1989 COUNTY OF HARTFORD Personally appeared THOMAS OLIVER BARNES, Signer and Sealer of the foregoing Instrument and acknowledged the same to be his free act and deed, before me. -------------------------- Richard H. Alden Commissioner of the Superior Court STATE OF CONNECTICUT ss. Hartford May 8, 1989 COUNTY OF HARTFORD Personally appeared NORMAN E. ARMOUR, Senior Vice President of THE CONNECTICUT BANK AND TRUST COMPANY, Signer and Sealor of the foregoing Instrument and acknowledged the same to be his free act and deed as Senior Vice President, and the free act and deed of said THE CONNECTICUT BANK AND TRUST COMPANY, before me. -------------------------- Notary Public 30 EX-3.6 6 EX-3.6 April 10, 1997 Mr. Thomas O. Barnes Chairman of the Board and Senior Vice President - Administration Barnes Group Inc. 123 Main Street P. O. Box 1560 Bristol, CT 06011 Dear Tom: As we have discussed, I hereby revoke the Durable Power of Attorney, to vote my shares of common stock of Barnes Group Inc., which I executed in your favor on February 1, 1994. A copy of that Durable Power of Attorney is enclosed for your reference. Please return the original of the February 1, 1994, Durable Power of Attorney to me in the enclosed envelope. Sincerely yours, /s/ Wallace Barnes Wallace Barnes WB/nej Enclosures 2 -----END PRIVACY-ENHANCED MESSAGE-----