IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written. Attest: BARNES GROUP INC. By /s/ Charles E. Lindsey Jr. By /s/ John R. Arrington ---------------------------...Rights Agreement • March 18th, 1999 • Barnes Group Inc • Miscellaneous fabricated metal products
Amendment No. 1, dated as of February 19, 1998 (the "Amendment"), between Barnes Group Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services L.L.C. (the "Rights Agent"). WHEREAS, in accordance with Section 26 of the Rights Agreement, the Company desires to amend the Rights Agreement and to set forth the terms of the amendments in this Amendment; NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: Section 1. Amendment of Redemption and Termination Section. Section 23 of the Rights Agreement is hereby amended by deleting subsection (c) thereof in its entirety. Section 2. Amendment of Form of Rights Certificate. The sixth paragraph of the text of the Form of Rights Certificate is hereby amended by deleting the final sentence thereof. Section 3. Amendment of Summary of Rights to Purchase Preferred Stock. The ninth paragraph of the Summary of Rights to P
