SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
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(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
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(CUSIP Number)
William V. Grickis, Jr., Barnes Group Inc., 123 Main St., P. O.
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Box 489, Bristol, CT 06011-0489, Tel. 860/583-7070
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 10, 1997
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(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)
<PAGE>
SCHEDULE 13D
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CUSIP NO.: 067806-10-9
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| 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 |
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(Page 2 of 4 Pages)
<PAGE>
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.
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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)
<PAGE>
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
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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
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
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
<PAGE>
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
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
<PAGE>
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-
<PAGE>
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
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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-
<PAGE>
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
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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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
(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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
<PAGE>
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.)
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
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
