Fill and Sign the Trust Agreement between Barnes Group Inc and Fidelity Form

PAGE> SECOND AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND POLARIS INDUSTRIES INC. THIS FIRST AMENDMENT, dated as of the first day of July, 1999, by and between Fidelity Management Trust Company (the "TRUSTEE") and Polaris Industries, Inc. (the "SPONSOR"); WITNESSETH: WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust Agreement dated April 1, 1999 with regard to the Polaris 401(k) Retirement Savings Plan (the "PLAN"); and WHEREAS, the Trustee and the Sponsor now desire to amend said Trust Agreement as provided for in Section 13 thereof; NOW THEREFORE, in consideration of the above premises, the Trustee and the Sponsor hereby amend the Trust Agreement by: (1) Amending the "Return of Excess Contribution Fee" section of Schedule "B" by replacing it in its entirety as follows: Return of Excess Contribution Fee: $25.00 per participant, one-time charge per calculation and check generation with a maximum fee of $5000.00 per year up to 300 checks generated. For each additional check generated in excess of the first 300 per year, the $25.00 per participant, one-time charge per calculation and check generation shall apply. IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Second Amendment to be executed by their duly authorized officers effective as of the day and year first above written. POLARIS INDUSTRIES INC. FIDELITY MANAGEMENT TRUST COMPANY BY: /s/ Michael Malone 6/24/99 BY: /s/ Carolyn Redden 7/7/99 ----------------------------- ----------------------------- DATE VICE PRESIDENT DATE