10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-4801

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	06-0247840
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
123 Main Street, Bristol, Connecticut	06010
(Address of Principal Executive Offices)	(Zip Code)

(860) 583-7070

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer		Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The registrant had outstanding 55,024,593 shares of common stock as of April 28, 2010.

Barnes Group Inc.

Index to Form 10-Q

For the Quarterly Period Ended March 31, 2010

		Page
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Income for the three months ended March 31, 2010 and 2009	3
	Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009	5
	Notes to Consolidated Financial Statements	6
	Report of Independent Registered Public Accounting Firm	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
Part II.	OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 6.	Exhibits	23
	Signatures	24
	Exhibit Index	25

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BARNES GROUP INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three months ended March 31,
	2010		2009
Net sales	$	278,137	$	262,150
Cost of sales		178,023		167,165
Selling and administrative expenses		80,447		74,528
		258,470		241,693
Operating income		19,667		20,457
Other income		217		158
Interest expense		5,118		5,936
Other expenses		541		578
Income before income taxes		14,225		14,101
Income taxes		2,396		2,642
Net income	$	11,829	$	11,459
Per common share:
Net income:
Basic	$	.21	$	.22
Diluted		.21		.22
Dividends		.08		.16
Average common shares outstanding:
Basic		55,393,625		52,735,911
Diluted		55,965,287		52,909,312

See accompanying notes.

3

BARNES GROUP INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	March 31, 2010			December 31, 2009
Assets
Current assets
Cash and cash equivalents	$	15,353		$	17,427
Accounts receivable, less allowances (2010—$4,762; 2009—$5,915)		173,545			160,269
Inventories		192,371			190,792
Deferred income taxes		7,771			23,630
Prepaid expenses and other current assets		12,611			10,562
Total current assets		401,651			402,680
Deferred income taxes		45,574			30,650
Property, plant and equipment		643,619			645,318
Less accumulated depreciation		(425,433	)		(420,355	)
		218,186			224,963
Goodwill		367,703			373,564
Other intangible assets, net		299,557			303,689
Other assets		19,140			16,444
Total assets	$	1,351,811		$	1,351,990
Liabilities and Stockholders’ Equity
Current liabilities
Notes and overdrafts payable	$	1,481		$	4,595
Accounts payable		93,375			85,588
Accrued liabilities		69,891			73,538
Long-term debt – current		118,237			25,567
Total current liabilities		282,984			189,288
Long-term debt		232,166			321,306
Accrued retirement benefits		114,115			118,693
Other liabilities		36,716			37,990
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock—par value $0.01 per share
Authorized: 150,000,000 shares
Issued: at par value (2010–56,197,175 shares; 2009–55,974,051 shares)		562			560
Additional paid-in capital		274,543			270,784
Treasury stock, at cost (2010–1,185,793 shares; 2009–1,181,579 shares)		(15,909	)		(15,839	)
Retained earnings		486,044			478,704
Accumulated other non-owner changes to equity		(59,410	)		(49,496	)
Total stockholders’ equity		685,830			684,713
Total liabilities and stockholders’ equity	$	1,351,811		$	1,351,990

See accompanying notes.

4

BARNES GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Three months ended March 31,
	2010			2009
Operating activities:
Net income	$	11,829		$	11,459
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		12,671			13,060
Amortization of convertible debt discount		1,389			1,699
Gain on disposition of property, plant and equipment		(54	)		(125	)
Stock compensation expense		1,777			896
Withholding taxes paid on stock issuances		(71	)		(139	)
Changes in assets and liabilities:
Accounts receivable		(15,120	)		(25,985	)
Inventories		(1,578	)		15,148
Prepaid expenses and other current assets		(3,940	)		925
Accounts payable		8,225			(4,490	)
Accrued liabilities		(793	)		(4,094	)
Deferred income taxes		314			2,715
Long-term retirement benefits		(5,575	)		(3,923	)
Other		(1,317	)		(1,767	)
Net cash provided by operating activities		7,757			5,379
Investing activities:
Proceeds from disposition of property, plant and equipment		64			119
Capital expenditures		(5,868	)		(9,600	)
Other		(785	)		(673	)
Net cash used by investing activities		(6,589	)		(10,154	)
Financing activities:
Net change in other borrowings		(3,062	)		2,914
Payments on long-term debt		(78,593	)		(19,450	)
Proceeds from the issuance of long-term debt		80,900			29,000
Proceeds from the issuance of common stock		2,419			561
Dividends paid		(4,396	)		(8,370	)
Other		(56	)		(139	)
Net cash provided (used) by financing activities		(2,788	)		4,516
Effect of exchange rate changes on cash flows		(454	)		(740	)
Decrease in cash and cash equivalents		(2,074	)		(999	)
Cash and cash equivalents at beginning of period		17,427			20,958
Cash and cash equivalents at end of period	$	15,353		$	19,959

See accompanying notes.

5

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All dollar amounts included in the notes are stated in thousands except per share data.)

(Unaudited)

1. Summary of Significant Accounting Policies

The accompanying unaudited consolidated balance sheet and the related unaudited consolidated statements of income and cash flows have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated financial statements do not include all information and notes required by generally accepted accounting principles for complete financial statements. The balance sheet as of December 31, 2009 has been derived from the 2009 financial statements of Barnes Group Inc. (the “Company”). For additional information, please refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three-month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

2. Net Income Per Common Share

For the purpose of computing diluted net income per share, the weighted-average number of shares outstanding is increased for the potential dilutive effects of stock-based incentive plans and convertible senior subordinated notes. For the three-month periods ended March 31, 2010 and 2009, the weighted-average number of shares was increased by 571,662 and 173,401, respectively, for the potential dilutive effect of stock-based incentive plans. There were no adjustments to net income for the purposes of computing income available to common stockholders for those periods.

The calculation of weighted-average diluted shares outstanding excludes all anti-dilutive shares. During the three-month periods ended March 31, 2010 and 2009, the Company excluded 2,006,255 and 4,874,188 stock options, respectively, from the calculation of weighted-average diluted shares outstanding as the stock options were considered anti-dilutive.

The Company granted 519,200 stock options, 260,417 restricted stock unit awards, and 101,100 performance unit plan awards in February 2010 as part of its annual grant award. Of the 260,417 restricted stock unit awards, 1,600 vest upon satisfying established performance goals and 258,817 vest upon meeting certain service conditions. All of the restricted stock unit awards that vest upon meeting certain service conditions are included in basic average common shares outstanding as they contain nonforfeitable rights to dividend payments. The performance unit plan awards are denominated in units with each unit being equivalent in value to one share of the Company’s common stock and are payable in cash. The performance unit plan awards vest upon satisfying established performance goals and are not included in either basic or diluted average common shares outstanding as these awards are settled in cash.

The 3.75% convertible senior subordinated notes due in August 2025 (the “3.75% Convertible Notes”) are convertible, under certain circumstances, into a combination of cash and common stock of the Company. The conversion price as of March 31, 2010 was approximately $20.62 per share of common stock. The dilutive effect of the notes is determined based on the average closing price of the Company’s stock for the last 30 trading days of the quarter as compared to the conversion price of the notes. Under the net share settlement method, there were no potential shares issuable under the notes as the notes were considered anti-dilutive for the three-month periods ended March 31, 2010 and 2009.

The 3.375% convertible senior subordinated notes due in March 2027 (the “3.375% Convertible Notes”) are convertible, under certain circumstances, into a combination of cash and common stock of the Company. The conversion price as of March 31, 2010 was approximately $28.31 per share of common stock. The dilutive effect of the notes is determined based on the average closing price of the Company’s stock for the last 30 trading days of the quarter as compared to the conversion price of the notes. Under the net share settlement method, there were no potential shares issuable under the notes as the notes were considered anti-dilutive for the three-month periods ended March 31, 2010 and 2009.

6

3. Comprehensive Income

Comprehensive income (loss) includes all changes in equity during a period except those resulting from the investments by, and distributions to, stockholders. For the Company, comprehensive income (loss) for the period includes net income and other non-owner changes to equity, net of taxes.

Statements of Comprehensive Income (Loss)

(Unaudited)

For the three months ended March 31,	2010			2009
Net income	$	11,829		$	11,459
Unrealized gain (loss) on hedging activities, net of tax of $97 and $(55), respectively		119			(272	)
Foreign currency translation adjustments net of tax of $234 and $1,257, respectively		(11,137	)		(21,033	)
Defined benefit pension and other postretirement plans net of tax of $146 and $142, respectively		1,104			1,156
Comprehensive income (loss)	$	1,915		$	(8,690	)

4. Inventories

The components of inventories consisted of:

	March 31, 2010		December  31, 2009
Finished goods	$	106,558	$	105,541
Work-in-process		57,792		56,853
Raw material and supplies		28,021		28,398
	$	192,371	$	190,792

5. Goodwill and Other Intangible Assets

Goodwill:

The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company for the period ended March 31, 2010:

	Logistics and Manufacturing Services			Precision Components			Total Company
January 1, 2010	$	166,400		$	207,164		$	373,564
Foreign currency translation		(2,549	)		(3,312	)		(5,861	)
March 31, 2010	$	163,851		$	203,852		$	367,703

7

Other Intangible Assets:

Other intangible assets consisted of:

	Range of Life-Years	March 31, 2010					December 31, 2009
		Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Amortized intangible assets:
Revenue sharing programs	Up to 30	$	293,700	$	(30,495	)	$	293,700	$	(28,578	)
Customer lists/relationships	10		28,578		(15,747	)		28,578		(15,024	)
Patents, trademarks/trade names	5-30		22,746		(10,606	)		22,746		(10,093	)
Other	Up to 15		10,405		(2,527	)		10,405		(2,393	)
			355,429		(59,375	)		355,429		(56,088	)
Foreign currency translation			3,503		—			4,348		—
Other intangible assets		$	358,932	$	(59,375	)	$	359,777	$	(56,088	)

Amortization of intangible assets is expected to increase from approximately $14,300 in 2010 to $14,800 in 2014.

6. Business Reorganizations

In the third quarter of 2009, the Company authorized the restructuring of certain operations of the Precision Components segment by moving the operations of two facilities, Burlington, Ontario, Canada (the “Burlington Facility”) and Monterrey, Mexico (the “Monterrey Facility”). The assets and related work of these facilities have been substantially transferred to other Precision Components facilities in the United States to create a more cost effective manufacturing footprint. The movement of operations for the Burlington Facility was substantially completed by March 31, 2010. The movement of assets at the previously idled Monterrey Facility was completed by December 31, 2009. The Company recorded restructuring and related costs of $4,904 in 2009 related to these actions which included $2,140 of employee termination costs, $1,107 of asset write-downs, $487 of equipment transfer costs, $970 of facility use termination costs and $200 of pension curtailment costs. The Company expects to incur approximately $1,600 related to equipment transfer expenses and other related costs in 2010 and beyond and recorded $637 of these costs in the first quarter of 2010. The Company also expects to incur costs related to the 2009 and prior actions of up to $4,000 related to pension costs, in large part due to the accelerated recognition of actuarial losses, which may be incurred in 2010 or later. In addition, during 2009, the Company implemented other workforce reduction actions at Precision Components and recorded severance expense of $3,358 primarily in the second quarter of 2009. Costs related to the 2009 actions are primarily recorded in selling and administrative expenses in the accompanying consolidated statements of income.

The following table sets forth the change in the liability for the 2009 employee termination actions at Precision Components:

January 1, 2010	$	3,337
Severance expense, net		(33	)
Payments		(495	)
Foreign currency translation		(14	)
March 31, 2010	$	2,795

The remaining balance is expected to be paid in 2010.

In 2008, the Company implemented certain right-sizing actions, including workforce reductions and plant consolidations, at both business segments. As a result of these actions, the Company recorded an additional $2,448 of costs in 2009 at Precision Components related to transfer of work and facility exits, $116 of which was recorded in the first quarter of 2009. These costs are primarily recorded in selling and administrative expenses in the accompanying consolidated statements of income. As of December 31, 2009, the Company had recorded a liability of $167 at Precision Components related to 2008 actions. These actions were substantially complete as of December 31, 2009.

8

The following table sets forth the change in the liability for 2008 employee termination actions at Logistics and Manufacturing Services:

January 1, 2010	$	1,467
Severance expense, net		(4	)
Payments		(413	)
Foreign currency translation		(85	)
March 31, 2010	$	965

The remaining balances are expected to be paid in 2010.

7. Debt

The Company’s debt agreements contain financial covenants that require the maintenance of interest coverage and leverage ratios, and minimum levels of net worth. The Company is in compliance with its debt covenants as of March 31, 2010, and closely monitors its future compliance based on current and anticipated future economic conditions.

The 3.75% Convertible Notes are subject to redemption at their par value at any time, at the option of the Company, on or after February 7, 2011. The note holders may also require the Company to redeem some or all of the Notes at their par value on February 1^st of 2011, 2016 and 2021. As such, the Company has classified the balance of the 3.75% Convertible Notes of $89,477 ($92,500 par value) and the related deferred tax balances as current in the accompanying consolidated balance sheets as of March 31, 2010. However, if any of the 3.75% Convertible Notes are redeemed on February 1, 2011, the Company intends to finance the redemption through the use of its available credit facilities which expire in September 2012.

The 3.375% Convertible Notes are subject to redemption at their par value at any time, at the option of the Company, on or after March 20, 2014. The note holders may also require the Company to redeem some or all of the Notes at their par value on March 15^th of 2014, 2017 and 2022.

The 3.75% Convertible Notes and the 3.375% Convertible Notes are also eligible for conversion upon meeting certain conditions as provided in the respective indenture agreements. The eligibility for conversion is determined quarterly. During the first quarter of 2010, neither the 3.75% Convertible Notes nor the 3.375% Convertible Notes were eligible for conversion. During the second quarter of 2010, neither of the Convertible Notes will be eligible for conversion.

In January 2010, the Company and Wells Fargo Bank, N.A. entered into an amendment to the Company’s $35,000 unsecured credit agreement dated July 1, 2009 to reduce the interest rate applicable to the Eurocurrency loans from the London Interbank Offered Rate (“LIBOR”) plus 4.25% to LIBOR plus 2.75%. The interest rate for the base rate loans remains unchanged. All other provisions of this credit agreement continue in full force and effect.

8. Derivatives

The Company has manufacturing, sales and distribution facilities around the world and thus makes investments and conducts business transactions denominated in various currencies. The Company is also exposed to fluctuations in interest rates and commodity price changes. These financial exposures are monitored and managed by the Company as an integral part of its risk management program.

The Company uses financial instruments to hedge its exposures to fluctuations in interest rates. The Company currently has two, three-year interest rate swap agreements expiring in March 2011 which together convert the interest on the first $100,000 of the Company’s one-month LIBOR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 2.947% plus the borrowing spread which is accounted for as a cash flow hedge.

The Company also uses financial instruments to hedge its exposures to fluctuations in foreign currency exchange rates. The Company has various contracts outstanding which primarily hedge recognized assets or liabilities, and anticipated transactions in various currencies including the British pound sterling, Canadian dollar, Euro, Singapore dollar, Swedish krona and Swiss franc. Certain foreign currency derivative instruments are treated as cash flow hedges of forecasted transactions. All foreign exchange contracts are due within one year.

9

Net investment hedges have been used by the Company to mitigate exposure to foreign currency volatility on its future return on capital however the Company did not have any net investment hedges outstanding for any periods presented.

The Company does not use derivatives for speculative or trading purposes or to manage commodity exposures.

Changes in the fair market value of derivatives that qualify as fair value hedges or cash flow hedges are recorded directly to earnings or accumulated other non-owner changes to equity, depending on the designation. Amounts recorded to accumulated other non-owner changes to equity are reclassified to earnings in a manner that matches the earnings impact of the hedged transaction. Any ineffective portion, or amounts related to contracts that are not designated as hedges, are recorded directly to earnings. For a derivative used as a hedge of a net investment in a foreign operation, the changes in the derivative’s fair value, to the extent that the derivative is effective as a hedge, are recorded in the foreign currency translation component of accumulated other non-owner changes to equity.

The following table sets forth the fair value amounts of derivative instruments held by the Company.

	March 31, 2010					December 31, 2009
	Asset Derivatives		Liability Derivatives			Asset Derivatives		Liability Derivatives
Derivatives designated as hedging instruments:
Interest rate contracts	$	—	$	(2,487	)	$	—	$	(2,700	)
Foreign exchange contracts		61		—			—		(147	)
		61		(2,487	)		—		(2,847	)
Derivatives not designated as hedging instruments:
Foreign exchange contracts		193		—			1		(1,636	)
Total derivatives	$	254	$	(2,487	)	$	1	$	(4,483	)

Asset derivatives are recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Liability derivatives related to interest rate contracts and foreign exchange contracts are recorded in other liabilities and accrued liabilities, respectively, in the accompanying consolidated balance sheets.

The following table sets forth the gain (loss) recorded in other comprehensive income, net of tax, for the three months ended March 31, 2010 and 2009 for derivatives held by the Company.

Derivatives in hedging relationships	2010			2009
Cash flow hedges:
Interest rate contracts	$	132		$	(90	)
Foreign exchange contracts		(13	)		(182	)
	$	119		$	(272	)

Amounts included within accumulated other comprehensive income (loss) that were reclassified to income during the first quarter of 2010 resulted in a fixed rate of interest of 2.947% plus the borrowing spread for the first $100,000 of one-month LIBOR borrowings. The amounts reclassified for the foreign exchange contracts were not material. Additionally, there were no amounts recognized in income for hedge ineffectiveness during the three months ended March 31, 2010.

The following table sets forth the gain (loss) recorded in other income (expense) in the consolidated statements of income for the three months ended March 31, 2010 and 2009 for derivatives held by the Company. Such amounts were substantially offset by gains (losses) recorded on the underlying hedged asset or liability.

Derivatives in hedging relationships	2010		2009
Non-designated hedges:
Foreign exchange contracts	$	1,828	$	(2,950	)

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9. Fair Value Measurements

The provisions of the accounting standard for fair value define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard classifies the inputs used to measure fair value into the following hierarchy:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability

Level 3 Unobservable inputs for the asset or liability

The following table provides the financial assets and financial liabilities reported at fair value and measured on a recurring basis:

	Total			Fair Value Measurements Using
Description				Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
March 31, 2010
Asset derivatives	$	254		$	—	$	254		$	—
Liability derivatives		(2,487	)		—		(2,487	)		—
Rabbi trust assets		1,489			1,489		—			—
	$	(744	)	$	1,489	$	(2,233	)	$	—
December 31, 2009
Asset derivatives	$	1		$	—	$	1		$	—
Liability derivatives		(4,483	)		—		(4,483	)		—
Rabbi trust assets		1,431			1,431		—			—
	$	(3,051	)	$	1,431	$	(4,482	)	$	—

The fair value for the derivative contracts are valued with a discounted cash flow model using observable current market information as of the reporting date such as the prevailing LIBOR-based and U.S. treasury interest rates and foreign currency spot and forward rates. The fair values of rabbi trust assets are based on quoted market prices from various financial exchanges.

As disclosed within the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, the fair values of the 3.75% Convertible Notes and 3.375% Convertibles Notes were approximately $96,570 and $50,573, respectively. As of March 31, 2010, the fair values of the 3.75% Convertible Notes and the 3.375% Convertible Notes were approximately $99,044 and $51,789, respectively.

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10. Pension and Other Postretirement Benefits

Pension and other postretirement benefits expenses consisted of the following:

	Pensions						Other Postretirement Benefits
For the three months ended March 31,	2010			2009			2010			2009
Service cost	$	1,707		$	1,880		$	126		$	116
Interest cost		5,680			5,614			836			863
Expected return on plan assets		(7,705	)		(7,555	)		—			—
Amortization of prior service cost (credit)		220			237			(245	)		(175	)
Recognized losses		580			420			110			67
Curtailment gain		—			—			(987	)		—
Net periodic benefit cost (income)	$	482		$	596		$	(160	)	$	871

The Company recorded a curtailment gain in one of its other postretirement benefit plans during the first quarter of 2010 in connection with the closure of a facility within the Precision Components segment.

11. Income Taxes

The Company’s effective tax rate for the first quarter of 2010 was 16.8%. In 2009, the Company’s effective tax rate was 18.7% in the first quarter and 2.4% for the full year. The increase in the first quarter 2010 effective tax rate from the full year 2009 rate was primarily driven by the projected shift in the mix of income to higher-taxing jurisdictions and the impact of the expected repatriation of a portion of current year foreign earnings to the U.S.

The Company’s aerospace aftermarket business within the Logistics and Manufacturing Services segment has been awarded a two-year extension of Pioneer Status by the Republic of Singapore’s Ministry of Trade and Industry for certain of its Revenue Sharing Programs. The Pioneer tax status is now awarded for periods of seven to nine years from the effective dates and is scheduled to begin to expire in late 2012. The multi-year Pioneer tax status provides tax benefits in exchange for capital investment and employment commitments for the production of certain engine components for original equipment manufacturers and the spare parts market.

12. Information on Business Segments

The following table sets forth information about the Company’s operations by its two reportable business segments:

For the three months ended March 31,	2010			2009
Net sales
Logistics and Manufacturing Services	$	135,282		$	142,672
Precision Components		145,781			121,196
Intersegment sales		(2,926	)		(1,718	)
Total net sales	$	278,137		$	262,150
Operating profit
Logistics and Manufacturing Services	$	8,324		$	14,451
Precision Components		11,343			6,006
Total operating profit		19,667			20,457
Interest income		97			158
Interest expense		(5,118	)		(5,936	)
Other income (expense), net		(421	)		(578	)
Income before income taxes	$	14,225		$	14,101

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13. Commitments and Contingencies

Product Warranties

The Company provides product warranties in connection with the sale of products. From time to time, the Company is subject to customer claims with respect to product warranties. Product warranty liabilities were not significant as of March 31, 2010 and 2009.

The Company has been named in a lawsuit arising out of an alleged breach of contract and implied warranty by a customer of Toolcom Suppliers Limited (“Toolcom”), a division of the Logistics and Manufacturing Services segment, related to the sale of certain products prior to the Company’s 2005 acquisition of Toolcom. The plaintiff asserts that certain products sold were not fit for a particular use and claims approximately 5,500 pounds sterling (approximately $8,300) in damages, plus interest and costs. The Company intends to vigorously defend its position. The Company cannot make a reasonable estimate of loss at this time; accordingly, no liability has been recorded.

Income Taxes

In connection with an Internal Revenue Service (“IRS”) audit for the tax years 2000 through 2002, the IRS proposed adjustments to these tax years of approximately $16,500, plus a potential penalty of 20% of the tax assessment plus interest. The adjustment relates to the federal taxation of foreign income of certain foreign subsidiaries. The Company filed an administrative protest of these adjustments. In the third quarter of 2009, the Company was informed that its protest was denied and a tax assessment was received from the Appeals Office of the IRS. In November 2009, the Company filed a petition against the IRS in the U.S. Tax Court contesting the tax assessment received. The Company continues to believe its tax position on the issues raised by the IRS is correct and the Company plans to continue to take appropriate actions to vigorously defend its position. The Company believes it will prevail on this issue. Any additional impact on the Company’s liability for income taxes cannot presently be determined, but the Company continues to believe it is adequately provided for and the outcome will not have a material impact on its results of operations, financial position or cash flows.

14. Accounting Changes

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-6 “Improving Disclosures about Fair Value Measurements”. This update requires interim disclosures regarding significant transfers in and out of Level 1 and Level 2 fair value measurements. Additionally, this ASU requires disclosure for each class of assets and liabilities and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements. These disclosures are required for fair value measurements that fall in either Level 2 or Level 3. Further, the ASU requires separate presentation of Level 3 activity for the fair value measurements. The Company adopted the provisions of this update in the first quarter of 2010, with the exception of the separate presentation in the Level 3 activity rollforward, which is not effective until fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.

With respect to the unaudited consolidated financial information of Barnes Group Inc. for the three-month periods ended March 31, 2010 and 2009, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated April 30, 2010 appearing herein, states that they did not audit and they do not express an opinion on that unaudited consolidated financial information. Accordingly, the degree of reliance on their report should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended, for their report on the unaudited consolidated financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933, as amended.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Barnes Group Inc.

We have reviewed the accompanying consolidated balance sheet of Barnes Group Inc. and its subsidiaries as of March 31, 2010, and the related consolidated statements of income for the three-month periods ended March 31, 2010 and March 31, 2009 and the consolidated statement of cash flows for the three-month periods ended March 31, 2010 and March 31, 2009. This interim financial information is the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, and of cash flows for the year then ended (not presented herein), and in our report dated February 22, 2010 (which included an explanatory paragraph with respect to the Company’s change in the manner of accounting for uncertain tax positions and certain convertible debt instruments), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2009, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Hartford, Connecticut

April 30, 2010

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

Please refer to the Overview found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The Annual Report on Form 10-K and other documents related to the Company are located on the Company’s website: www.bginc.com. This Overview sets forth key management objectives and key performance indicators used by management as well as key industry and economic data tracked by management.

First Quarter 2010 Highlights

In the first quarter of 2010, sales grew 6.1% from the first quarter of 2009 to $278.1 million primarily as a result of organic sales growth at Precision Components. Operating income decreased 3.9% to $19.7 million primarily as a result of the shift in sales mix due to the decrease in the higher margin aerospace aftermarket business.

Both of the Company’s business segments continued to be impacted during the first quarter of 2010 by the states of the end-markets served by the Company. At Precision Components, the industrial manufacturing businesses were favorably impacted by increased production in the transportation and industrial end markets while demand in the aerospace market decreased slightly. In the Logistics and Manufacturing Services segment, the aftermarket aerospace business continued to be unfavorably impacted by the deferred maintenance and lower aircraft utilization while the distribution businesses were negatively impacted by lower activity in many of the end-markets it serves.

RESULTS OF OPERATIONS

Sales

	Three months ended March  31,						Change
(in millions)	2010			2009
Logistics and Manufacturing Services	$	135.3		$	142.7		$	(7.4	)	(5.2	)%
Precision Components		145.8			121.2			24.6		20.3	%
Intersegment sales		(2.9	)		(1.7	)		(1.2	)	(70.3	)%
Total	$	278.1		$	262.2		$	16.0		6.1	%

The Company reported net sales of $278.1 million in the first quarter of 2010, an increase of $16.0 million or 6.1%, from the first quarter of 2009. The sales increase reflected $8.7 million of organic sales increases reflecting an increase of $20.8 million at Precision Components partially offset by a decline of $10.9 million at Logistics and Manufacturing Services. The weakening of the U.S. dollar against foreign currencies, primarily in Europe, Canada and Brazil, increased net sales by approximately $7.3 million in the first quarter of 2010 of which $3.8 million related to Precision Components and $3.5 million related to Logistics and Manufacturing Services.

Expenses and Operating Income

	Three months ended March  31,						Change
(in millions)	2010			2009
Cost of sales	$	178.0		$	167.2		$	10.9		6.5	%
% sales		64.0	%		63.8	%
Gross profit	$	100.1		$	95.0		$	5.1		5.4	%
% sales		36.0	%		36.2	%
Selling and administrative expenses	$	80.4		$	74.5		$	5.9		7.9	%
% sales		28.9	%		28.4	%
Operating income	$	19.7		$	20.5		$	(0.8	)	(3.9	)%
% sales		7.1	%		7.8	%

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Cost of sales in the first quarter of 2010 increased 6.5% from the 2009 period. This increase was slightly higher than the percentage increase in sales and resulted in a reduction in gross profit margin from 36.2% in the 2009 period to 36.0% in the 2010 period. Selling and administrative expenses in the first quarter of 2010 increased 7.9% from the first quarter of 2009. The increases in costs of sales and selling and administrative expenses were impacted by the increase in sales and the shift in sales mix due to the decrease in the higher margin aerospace aftermarket business. Additionally, selling and administrative expenses increased as a result of higher employee related costs, including employee incentive compensation. As a result, operating income in the first quarter of 2010 decreased 3.9% to $19.7 million from the first quarter of 2009 and operating income margin declined from 7.8% to 7.1%.

Other Income/Expense

Other expenses, net of other income, decreased $0.1 million in the first quarter of 2010 compared to the same period of 2009. Interest expense decreased $0.8 million in the first quarter of 2010 primarily as a result of lower borrowings compared to the first quarter of 2009.

Income Taxes

The Company’s effective tax rate was 16.8% for the first quarter of 2010, compared with 18.7% in the first quarter of 2009 and 2.4% for the full year 2009. The increase in the first quarter 2010 effective tax rate from the full year 2009 rate was primarily driven by the projected shift in the mix of income to higher-taxing jurisdictions and the impact of the expected repatriation of a portion of current year foreign earnings to the U.S.

In connection with an IRS audit for the tax years 2000 through 2002, the IRS proposed adjustments to these tax years of approximately $16,500, plus a potential penalty of 20% of the tax assessment plus interest. The adjustment relates to the federal taxation of foreign income of certain foreign subsidiaries. The Company filed an administrative protest of these adjustments. In the third quarter of 2009, the Company was informed that its protest was denied and a tax assessment was received from the Appeals Office of the IRS. In November 2009, the Company filed a petition against the IRS in the U.S. Tax Court contesting the tax assessment received. The Company continues to believe its tax position on the issues raised by the IRS is correct and the Company plans to continue to take appropriate actions to vigorously defend its position. The Company believes it will prevail on this issue. Any additional impact on the Company’s liability for income taxes cannot presently be determined, but the Company continues to believe it is adequately provided for and the outcome will not have a material impact on its results of operations, financial position or cash flows.

Net Income and Net Income per Share

	Three months ended March  31,				Change
(in millions, except per share)	2010		2009
Net income	$	11.8	$	11.5	$	0.4		3.2	%
Net income per common share:
Basic	$	0.21	$	0.22	$	(0.01	)	(4.5	)%
Diluted		0.21		0.22		(0.01	)	(4.5	)%
Weighted average common shares outstanding:
Basic		55.4		52.7		2.7		5.0	%
Diluted		56.0		52.9		3.1		5.8	%

In the first quarter of 2010, basic and diluted net income per common share decreased 4.5% from the first quarter of 2009. Basic weighted average shares outstanding increased primarily as a result of 1,154,265 shares and 737,463 shares of treasury stock used to repurchase certain of the Company’s convertible notes in 2009 and for contributions to the Company’s pension plans in the second quarter of 2009, respectively, as well as shares issued for employee stock plans. Diluted weighted average shares outstanding increased as a result of the increase in basic weighted average shares outstanding and an increase in the dilutive effect of potentially issuable shares under the employee stock plans which was driven by an increase in the Company’s stock price.

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Financial Performance by Business Segment

Logistics and Manufacturing Services

	Three months ended March 31,						Change
(in millions)	2010			2009
Sales	$	135.3		$	142.7		$	(7.4	)	(5.2	)%
Operating profit		8.3			14.5			(6.1	)	(42.4	)%
Operating margin		6.2	%		10.1	%

The Logistics and Manufacturing Services segment reported sales of $135.3 million in the first quarter of 2010, a 5.2% decrease from the 2009 first quarter. The lower sales resulted primarily from lower organic sales of $10.9 million primarily in the aerospace aftermarket business driven by lower aircraft utilization, deferred maintenance activities and an increase in RSP management fees. To a lesser extent, organic sales declines in the distribution business, primarily in North America, resulted from lower activity in the markets these businesses serve. The positive impact on sales of foreign currency translation increased sales by approximately $3.5 million as the U.S. dollar weakened against foreign currencies primarily in Europe and Canada.

Operating profit at Logistics and Manufacturing Services in the first quarter of 2010 decreased 42.4% from the first quarter of 2009 to $8.3 million. The decline was driven by the profit impact of the lower sales volumes primarily in the aerospace aftermarket and distribution businesses. Partially offsetting these declines was the impact of the lower cost structures resulting from previous actions primarily in the distribution businesses.

Outlook: Organic sales levels in the distribution businesses of the Logistics and Manufacturing Services segment are largely dependent upon the economy in the regions served, the retention of its customers and continuation of existing sales volumes to such customers, and the effectiveness and size of its sales force. Near-term economic conditions remain uncertain and customers continue to actively manage costs and inventory levels. Management believes future sales growth will result from improvements in economic and end-market conditions, further market penetration and sales force productivity initiatives, including increasing the sales force size. Near-term sales levels in the aerospace aftermarket business are expected to continue to be impacted by deferred maintenance activities and lower capacity usage within the industry. Management believes its aerospace aftermarket business is favorably positioned based on strong customer relationships including long-term maintenance and repair contracts in the overhaul and repair business, expected improvement in demand in the aftermarket businesses, and current capacity levels.

Operating profit at Logistics and Manufacturing Services is expected to continue to be affected by the profit impact of the changes in sales volume in each of its businesses as well as pricing pressures. Profitability is expected to be favorably impacted by structural changes made in the distribution businesses and other cost control efforts. The highly profitable aftermarket RSPs will continue to be impacted by the management fees payable to the customer which generally increase in the fourth or later years of each program. These and other similar fees are deducted from sales and temper sales growth of the aftermarket RSPs and operating margin.

Precision Components

	Three months ended March 31,
(in millions)	2010			2009			Change
Sales	$	145.8		$	121.2		$	24.6	20.3	%
Operating profit		11.3			6.0			5.3	88.9	%
Operating margin		7.8	%		5.0	%

Sales at Precision Components were $145.8 million in the first quarter of 2010, a 20.3% increase from the first quarter of 2009, due primarily to organic sales increases of $20.8 million. The organic sales growth was driven by increases in the industrial manufacturing businesses in North America and Europe and from improvements in the transportation industry, including automotive. Sales in the aerospace OEM business were slightly down as compared to the first quarter of 2009. The positive impact on sales of foreign currency translation increased sales by approximately $3.8 million as the U.S. dollar weakened against foreign currencies primarily in Europe and Brazil.

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Operating profit in the first quarter of 2010 at Precision Components was $11.3 million, an increase of 88.9% from the 2009 first quarter due primarily to the profit impact of the higher sales levels in 2010. Additionally, operating profit in the first quarter of 2010 was positively impacted by lower cost structures resulting from previous actions and initiatives focused on cost savings and cost containment. These increases were partially offset by additional costs incurred to meet increased customer demand and higher employee incentive compensation.

Outlook: In the industrial manufacturing businesses, management is focused on generating organic sales growth by leveraging the benefits of the diversified products and industrial end markets in which its businesses have a global presence as well as gaining market share. Sales growth in the global markets served by these businesses is expected to remain uncertain due to economic conditions. Increased order and sales activity in certain end markets, including the North American transportation market, and customer inventory re-stocking may provide incremental benefits in the near-term however the sustainability of a recovery is unclear. Sales in the aerospace OEM business are driven by its commercial engine order backlog through its participation in certain strategic engine programs. Backlog in this business was $334.1 million at March 31, 2010, of which approximately 64% is expected to be shipped in the next 12 months. In the near-term, the aerospace OEM business may be impacted by adjustments of customer inventory levels, changes in production schedules or specific engine programs, and the general state of the aerospace market driven by the worldwide economy. Management believes that strong long-term aerospace industry fundamentals remain which, together with pursuing new programs and increased content levels on certain platforms, will drive future sales growth in this business.

Operating profit is largely dependant on the sales volumes within all businesses of the segment. Management expects a favorable impact on profitability and efficiency from the cost actions taken in these businesses over the past years which resulted in lower, more competitive cost structures. Management continues to focus on improving profitability through organic sales growth, pricing initiatives, and productivity and process improvements.

LIQUIDITY AND CAPITAL RESOURCES

Management assesses the Company’s liquidity in terms of its overall ability to generate cash to fund its operating and investing activities. Of particular importance in the management of liquidity are cash flows generated from operating activities, capital expenditure levels, dividends, capital stock transactions, effective utilization of surplus cash positions overseas and adequate lines of credit.

The Company’s ability to generate cash from operations in excess of its internal operating needs is one of its financial strengths. Management continues to focus on cash flow and working capital management, and anticipates that operating activities in 2010 will generate adequate cash. The Company closely monitors its cash generation, usage and preservation including the management of working capital to generate cash.

The Company’s 3.75% Convertible Notes are subject to redemption at their par value at any time, at the option of the Company, on or after February 7, 2011. The note holders may also require the Company to redeem some or all of the Notes on February 1^st of 2011, 2016 and 2021. As such, the balance of these notes of $89.5 million ($92.5 million par value) is classified as current in the accompanying balance sheet as of March 31, 2010. However, if any of the 3.75% Convertible Notes are redeemed on February 1, 2011, the Company intends to finance the redemption through the use of its available credit facilities. The Company’s 3.375% Convertible Notes are subject to redemption at their par value at any time, at the option of the Company, on or after March 20, 2014. The note holders may also require the Company to redeem some or all of the Notes on March 15^th of 2014, 2017 and 2022.

Operating cash flow may be supplemented with external borrowings to meet near-term organic business expansion needs and the Company’s current financial commitments. The credit markets have presented companies with significant challenges in maintaining or expanding credit facilities. The Company has assessed its credit facilities and currently expects that its bank syndicate, comprised of 15 banks, will continue to support the $400.0 million credit facility which matures in September 2012 and that Wells Fargo Bank, N.A. will continue to support the $35.0 million credit facility. At March 31, 2010, the Company has $238.0 million of unused and available for borrowings under its $400.0 million credit facility, subject to covenants in the Company’s debt agreements. The Company believes its credit facilities, coupled with cash generated from operations, are adequate for its anticipated future requirements.

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The Company closely monitors compliance with its various debt covenants. The Company’s most restrictive financial covenant (the “Debt Ratio”) requires the Company to maintain a ratio of Consolidated Total Debt to adjusted earnings before interest expense, income taxes, and depreciation and amortization (“Adjusted EBITDA”) as defined in the amended and restated revolving credit agreement of not more than 3.75 times at March 31, 2010. Any breach of covenant would result in a technical default under the revolving credit agreement and may result in the banks forcing an acceleration of this debt. The consequences of acceleration are that the Company’s debt would become callable and other obligations, including the convertible notes, which are subject to the cross-acceleration provisions of the revolving credit agreement, could also become immediately due and payable. The Company has taken and continues to take actions to sustain compliance with the debt covenants primarily through strategies to increase Adjusted EBITDA or reduce debt. The actual ratio at March 31, 2010 was 3.12 times.

Any future acquisitions are expected to be financed through internal cash, borrowings and equity, or a combination thereof. Additionally, we may from time to time seek to retire or repurchase our outstanding debt through cash purchases and / or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Cash Flow

	Three months ended March  31,						Change
(in millions)	2010			2009
Operating activities	$	7.8		$	5.4		$	2.4
Investing activities		(6.6	)		(10.2	)		3.6
Financing activities		(2.8	)		4.5			(7.3	)
Exchange rate effect		(0.5	)		(0.7	)		0.2
Increase (decrease) in cash	$	(2.1	)	$	(1.0	)	$	(1.1	)

Operating activities provided $7.8 million in cash in the first three months of 2010 compared to $5.4 million in the first quarter of 2009. Compared to the first quarter of 2009, operating cash flows in the 2010 period was positively impacted by improvements in accounts receivable and accounts payable reflecting focused efforts in all businesses to collect receivables and manage payment terms with vendors. These improvements were offset by investments in inventory needed to meet anticipated customer demand. Operating activities in the 2010 period also included a discretionary contribution of $1.6 million to the Company’s pension plans.

Investing activities in the first quarter of 2010 primarily consisted of capital expenditures of $5.9 million compared to $9.6 million in the 2009 period. The Company expects capital spending in 2010 to be approximately $35.0 million.

Cash from financing activities in the first quarter of 2010 included a net decrease in borrowings of $0.8 million compared to an increase of $12.5 million in the comparable 2009 period. The cash generated from operations in the 2010 period was used for capital expenditures, dividends and debt reduction. In the 2009 period, net borrowings were used to finance working capital requirements, capital expenditures and dividends. Total cash used to pay dividends decreased in the first quarter of 2010 by $4.0 million from the comparable 2009 period to $4.4 million due to a decrease in the cash dividends per share from $.16 per share in 2009 to $.08 per share in 2010.

At March 31, 2010, the Company held $15.4 million in cash and cash equivalents, the majority of which are held outside of the U.S. In general, the repatriation of cash to the U.S. would have adverse tax consequences and the balances remain outside the U.S. to fund future international investments. The Company expects to repatriate a portion of current year foreign earnings to the U.S. in 2010.

The Company maintains borrowing facilities with banks to supplement internal cash generation. At March 31, 2010, $162.0 million was borrowed at an average interest rate of 1.19% under the Company’s $400.0 million borrowing facility which matures in September, 2012. Also, at March 31, 2010, $32.1 million was borrowed at an average interest rate of 2.98% under the Company’s $35.0 million borrowing facility which matures in July, 2012. Additionally, the Company had $1.0 million in borrowings under short-term bank credit lines at an interest rate of 2.23% at March 31, 2010. At March 31, 2010, the Company’s total borrowings are comprised of approximately 46% fixed rate debt and approximately 54% variable rate debt.

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The interest payments on approximately 51% of the variable rate interest debt have been converted into payment of fixed interest plus the borrowing spread under the terms of the respective interest rate swap agreements.

Debt Covenants

Borrowing capacity is limited by various debt covenants in the Company’s debt agreements. As of March 31, 2010 the most restrictive borrowing capacity covenant in any agreement requires the Company to maintain a maximum ratio of Consolidated Total Debt to Adjusted Earnings before interest expense, income taxes, and depreciation and amortization (“EBITDA”), as defined in the amended and restated revolving credit agreement, of not more than 3.75 times for the four fiscal quarters then ending. Following is a reconciliation of Adjusted EBITDA, as defined, to the Company’s net income (in millions):

	Four fiscal quarters ended March 31, 2010
Net income	$	39.4
Add back:
Interest expense		21.8
Income taxes		0.7
Depreciation and amortization		51.1
Other adjustments		3.6
Adjusted EBITDA, as defined	$	116.6
Consolidated Total Debt, as defined, as of March 31, 2010	$	363.7
Ratio of Consolidated Total Debt to Adjusted EBITDA		3.12

Other adjustments primarily relate to the 2009 repurchase of certain of the Company’s convertible notes. Consolidated Total Debt excludes the debt discount related to the convertible notes. The Company’s financial covenants are measured as of the end of each fiscal quarter. At March 31, 2010, additional borrowings of $73.6 million would have been allowed under the covenants.

OTHER MATTERS

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting policies are disclosed in Note 1 of the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The most significant areas involving management judgments and estimates are described in Management’s Discussion and Analysis of Financial Conditions and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. There have been no material changes to such judgments and estimates. Actual results could differ from those estimates.

EBITDA

EBITDA for the first quarter of 2010 were $32.0 million compared to $33.1 million in the first quarter of 2009. EBITDA is a measurement not in accordance with generally accepted accounting principles (“GAAP”). The Company defines EBITDA as net income plus interest expense, income taxes and depreciation and amortization which the Company incurs in the normal course of business. The Company does not intend EBITDA to represent cash flows from operations as defined by GAAP, and the reader should not consider it as an alternative to net income, net cash provided by operating activities or any other items calculated in accordance with GAAP, or as an indicator of the Company’s operating performance. The Company’s definition of EBITDA may not be comparable with EBITDA as defined by other companies. Accordingly, the measurement has limitations depending on its use. The Company believes EBITDA is commonly used by financial analysts and others in the industries in which the Company operates and, thus, provides useful information to investors.

Following is a reconciliation of EBITDA to the Company’s net income (in millions):

20

	Three months  ended March 31,
	2010		2009
Net income	$	11.8	$	11.5
Add back:
Interest expense		5.1		5.9
Income taxes		2.4		2.6
Depreciation and amortization		12.7		13.1
EBITDA	$	32.0	$	33.1

Forward-looking Statements

Certain of the statements in this quarterly report may contain certain forward-looking statements as defined in the Private Securities Litigation and Reform Act of 1995. Forward-looking statements are made based upon management’s good faith expectations and beliefs concerning future developments and their potential effect upon the Company and can be identified by the use of words such as “anticipated,” “believe,” “expect,” “plans,” “strategy,” “estimate,” “project,” and other words of similar meaning in connection with a discussion of future operating or financial performance. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. The risks and uncertainties, which are described in our periodic filings with the Securities and Exchange Commission, include, among others, uncertainties arising from the behavior of financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; integration of acquired businesses; changes in raw material prices and availability; our dependence upon revenues and earnings from a small number of significant customers; uninsured claims; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, regulatory and public health nature. The Company assumes no obligation to update our forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in the Company’s exposure to market risk during the first three months of 2010. For discussion of the Company’s exposure to market risk, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Item 4. Controls and Procedures

Management, including the Company’s President and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon, and as of the date of, that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Company files and submits under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported as and when required and (ii) is accumulated and communicated to the Company’s management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the Company’s first fiscal quarter of 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid Per Share (or Unit)		(c) Total Number of Shares  (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2)
January 1-31, 2010	2,598		$	17.64	—	2,492,683
February 1-28, 2010	1,616		$	15.42	—	2,492,683
March 1-31, 2010	—		$	—	—	2,492,683
Total	4,214	(1)	$	16.79	—

1) All acquisitions of equity securities during the first quarter of 2010 were the result of the operation of the terms of the Company’s stockholder-approved equity compensation plans and the terms of the equity rights granted pursuant to those plans to pay for the related income tax upon issuance of shares. The purchase price of a share of stock used for tax withholding is the market price on the date of issuance.

(2) The program was publicly announced on May 8, 2008 authorizing repurchase of up to 5.0 million shares of the Company’s common stock.

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Item 6. Exhibits

(a) Exhibits

Exhibit 10.1	Executive and Director Compensation
Exhibit 10.2	Supplemental Executive Retirement Plan as Amended and Restated effective February 8, 2010.
Exhibit 10.3	Retirement Benefit Equalization Plan as Amended and Restated effective February 8, 2010.
Exhibit 10.4	Consulting agreement between Barnes Group Inc. and Francis C. Boyle dated February 22, 2010.
Exhibit 10.5	Consulting agreement between Barnes Group Inc. and Signe S. Gates dated February 24, 2010.
Exhibit 15	Letter regarding unaudited interim financial information.
Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Barnes Group Inc.
	(Registrant)
Date: April 30, 2010	/S/ CHRISTOPHER J. STEPHENS, JR.
	Christopher J. Stephens, Jr.
	Senior Vice President, Finance Chief Financial Officer (Principal Financial Officer)
Date: April 30, 2010	/S/ MARIAN ACKER
	Marian Acker
	Vice President, Controller (Principal Accounting Officer)

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EXHIBIT INDEX

Barnes Group Inc.

Quarterly Report on Form 10-Q

For Quarter ended March 31, 2010

Exhibit No.	Description	Reference
10.1	Executive and Director Compensation	Incorporated by reference to Item 5.02 on Form 8-K, filed by the Company on February 12, 2010.
10.2	Supplemental Executive Retirement Plan as Amended and Restated effective February 8, 2010.	Filed with this report.
10.3	Retirement Benefit Equalization Plan as Amended and Restated effective February 8, 2010.	Filed with this report.
10.4	Consulting agreement between Barnes Group Inc. and Francis C. Boyle dated February 22, 2010.	Filed with this report.
10.5	Consulting agreement between Barnes Group Inc. and Signe S. Gates dated February 24, 2010.	Filed with this report.
15	Letter regarding unaudited interim financial information.	Filed with this report.
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed with this report.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed with this report.
32	Certification pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished with this report.

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EX-10.2

Exhibit 10.2

BARNES GROUP INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

as amended and restated effective February 8, 2010

PREAMBLE

This Supplemental Executive Retirement Plan (the “Supplemental Plan”) was amended by the Board of Directors of the Company on May 16, 1997 and December 31, 2007. It was further amended effective as of May 30, 2008 and effective as of January 1, 2009 and February 8, 2010.

The amendments to the Supplemental Plan that were adopted on December 31, 2007 were not intended to enhance (within the meaning of Treasury Regulation section 1.409A-6(a)(4)) any benefit or right existing under the Supplemental Plan on or before that date, and the Supplemental Plan as amended on December 31, 2007 was to be administered, interpreted and construed accordingly. To the extent that prior to May 30, 2008 any benefits under the Supplemental Plan as modified or supplemented (if at all) by any written individual agreement with a participant were “grandfathered” from Section 409A of the Code (i.e., were compensation to which Section 409A of the Code does not apply, according to Treasury Regulation section 1.409A-6 or any other applicable Treasury Department guidance), such benefits shall be determined in accordance with, and be governed exclusively by, the provisions of the Supplemental Plan as in effect before May 30, 2008 and such individual agreement, if applicable. To the extent that any benefits under the Supplemental Plan were not “grandfathered” from Section 409A of the Code prior to May 30, 2008, and to the extent that any benefits are accrued under the Supplemental Plan on and after that date, then effective January 1, 2009, such benefits shall be determined in accordance with, and be governed by, the provisions of the Supplemental Plan as amended and in effect from time to time on and after January 1, 2009.

Notwithstanding the preceding sentence, the provisions of the Plan as amended and in effect from time to time on and after January 1, 2009 applicable to the computation of benefits, to the commencement date of such benefits, and to the time and form of payment, as well as any other provisions of the Plan as so amended that are impossible or impracticable to apply to benefits already in pay status, shall not apply to benefits in pay status prior to January 1, 2009, to the extent such provisions are not required to apply pursuant to guidance prescribed by the Treasury Department under Section 409A of the

1

Internal Revenue Code (including, but not limited to, section XII.F of the preamble to the final regulations under such Section 409A and section 3.02 of IRS Notice 2007-86); rather, the applicable terms of the Plan in effect prior to January 1, 2009, as modified or supplemented (if at all) by any written individual agreement with a participant in accordance with Section 409A of the Internal Revenue Code and Treasury Department guidance thereunder, construed and supplemented as necessary in accordance with the applicable provisions of Section 409A of the Internal Revenue Code and Treasury Department guidance thereunder, shall apply to such benefits. To the extent permissible under applicable provisions of Section 409A of the Internal Revenue Code and Treasury Department guidance thereunder, this paragraph also shall apply to benefits not yet in pay status prior to January 1, 2009 but with respect to which all events necessary to receive the payment have occurred before January 1, 2009. For the avoidance of doubt, this paragraph shall not apply to any benefits to which the fourth sentence of this Preamble (relating to “grandfathered” benefits) applies.

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SECTION 1

DEFINITIONS

1.1 “Benefits Committee” shall mean the Benefits Committee appointed by the Board or its successor.

1.2 “Board” shall mean the Board of Directors of Barnes Group Inc., or its successor.

1.3 “Code” shall mean the Internal Revenue Code of 1986, as amended, as or it may be amended from time to time.

1.4 “Committee” shall mean the Compensation and Management Development Committee of the Board or its successor.

1.5 “Company” shall mean Barnes Group Inc. and each subsidiary and affiliated corporation that has adopted the Plan for the benefit of one or more employees.

1.6 “Participant” shall have the meaning set forth in Section 3.

1.7 “Plan” shall mean the Barnes Group Inc. Supplemental Executive Retirement Plan, as amended and set forth herein or in any amendment hereto.

1.8 “Qualified Plan” shall mean the Barnes Group Inc. Salaried Retirement Income Plan as amended and in effect from time to time, a pension plan which is intended to satisfy the requirements for qualification under Section 401(a) of the Code.

1.9 “RBEP” shall mean the Barnes Group Inc. Retirement Benefit Equalization Plan, as amended and in effect from time to time.

1.10 “Separation from Service” shall mean a “separation from service” from the Company and all corporations and other trades or businesses aggregated with the Company, as determined under rules set forth in Treasury Regulation section 1.409A-1(h), as in effect from time to time, or a successor thereto. If there is a question as to whether a Participant’s employment has been terminated or his or her employment relationship remains intact on account of the types of absences described in (a), (b), and (c) below, the following rules (to be interpreted consistent with Treasury Regulation section 1.409A-1(h)) shall apply:

(a) The employment relationship shall be treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or

3

by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period.

(b) For purposes of this Section 1.10, a leave of absence constitutes a “bona fide” leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company.

(c) Notwithstanding the foregoing, where (i) a leave of absence is due to any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than six months, and (ii) such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the six-month period described in paragraph (a) hereof, regardless of whether the Participant retains a contractual right to reemployment, unless the employment relationship is otherwise terminated by the Company or the Participant.

1.11 “Specified Employee” shall mean a “Specified Employee” within the meaning of Treasury Regulation section 1.409A-1(i) as in effect from time to time, as determined in accordance with Section 5 below.

1.12 “Spouse” shall mean the individual to whom the Participant is legally married by civil or religious ceremony under the laws of the state in which the Participant is legally domiciled on the date the determination of whether there is a Spouse is being made.

1.13 “SSORP” shall mean the Barnes Group Inc. Supplemental Senior Officer Retirement Plan, as amended and in effect from time to time.

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SECTION 2

PURPOSE OF PLAN

2.1 Purpose. The Plan is intended to provide supplemental retirement benefits to selected executives of the Company. Such benefits shall be payable out of the general assets of the Company. Notwithstanding the foregoing, in the discretion of the Committee, the Company may enter into one or more grantor trusts (sometimes known as “rabbi trusts”) for the purpose of financing part or all of its obligations under the Plan.

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SECTION 3

ENTITLEMENT TO A BENEFIT

3.1 Participant’s Entitlement to a Benefit. Subject to Section 6.8, an individual shall be entitled to a benefit under Section 4 of this Plan if he or she meets one of the following criteria:

(a) The individual is an Executive Officer of Barnes Group Inc. (as determined by the Committee) on or after November 16, 1979, who has a Separation from Service (whether as an Officer or as a non-Officer) at or after age 55 with a vested benefit under the Qualified Plan and with 10 or more years of service; or

(b) The individual is an employee of the Company who has been designated to participate in this Plan by the Committee.

The Committee shall determine how “years of service” are determined for purposes of this Plan and, consistent with any applicable written employment or similar agreement between the Company and a Participant, may provide credit for both periods of employment with the Company and affiliates of the Company and other credit.

In no event shall a benefit be provided under this Supplemental Plan except on account of a Participant’s Separation from Service. (Thus, for example, no benefit shall be paid on account of death, disability, or other reasons.) An individual entitled to a benefit hereunder is a “Participant.”

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SECTION 4

BENEFITS

4.1 Benefit Components. The Plan provides a Qualified Plan component, a SSORP component, and a RBEP component, determined in the manner set forth below. A Participant who does not have a Spouse on the date the payment of benefits hereunder actually commences (with regard to Section 5.1) shall receive the Qualified Plan component only. A Participant who has a Spouse on such date shall receive (a) the Qualified Plan component and the SSORP component, if he or she participates in the SSORP, or (b) the Qualified Plan component and the RBEP component, if he or she participates in the RBEP, or (c) the Qualified Plan component, the SSORP component and the RBEP component, if he participates in the SSORP and was designated by the Committee to participate in the RBEP on or after February 8, 2010 and after the date on which he satisfied the age and service conditions to receive a benefit payable upon Separation from Service (as defined in the SSORP) under the SSORP, with “participation” determined by the Committee in the event of any ambiguity.

4.2 Qualified Plan Component. This component shall be the product, determined as of the Participant’s Benefit Commencement Date hereunder, of (a) the Participant’s Qualified Plan Benefit, times (b) one (1.0) minus the 50% contingent annuitant factor applicable under the Qualified Plan for the ages of the Participant and the Participant’s Spouse (or, if the Participant has no Spouse, for an assumed Spouse with the same age as the Participant).

4.3 SSORP Component. This component shall be the product, determined as of the Participant’s Benefit Commencement Date hereunder, of (a) the Participant’s SSORP Benefit, if any, times (b) one (1.0) minus the 50% contingent annuitant factor applicable under the Qualified Plan for the ages of the Participant and the Spouse.

4.4 RBEP Component. This component shall be the product, determined as of the Participant’s Benefit Commencement Date hereunder, of (a) the Participant’s RBEP benefit, if any, times (b) one (1.0) minus the 50% contingent annuitant factor applicable under the Qualified Plan for the ages of the Participant and the Spouse.

4.5 Definition of Terms. For purposes of determining the benefits payable pursuant to this Section 4, the following terms shall have the following meanings:

(a) “Qualified Plan Benefit” shall mean the amount of pension benefit that is or would be payable to the Participant under the Qualified Plan, expressed in the form of a single life annuity, as of the Benefit Commencement Date under this Supplemental Plan (but not including any amount accrued under the Qualified Plan after a Separation from Service, within the meaning of this Plan, on or after May 30, 2008), whether or not the Participant actually receives his or her Qualified Plan benefits in that form and at that time.

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(b) “SSORP Benefit” shall mean the amount of retirement benefit that is or would be payable to the Participant under the SSORP, expressed in the form of a single life annuity, as of the Benefit Commencement Date under this Supplemental Plan (but not including any amount accrued under the SSORP after a Separation from Service, within the meaning of this Plan, on or after May 30, 2008), whether or not the Participant actually receives his or her SSORP benefits in that form.

(c) “RBEP Benefit” shall mean the amount of retirement benefit that is or would be payable to the Participant under the RBEP, expressed in the form of a single life annuity, as of the Benefit Commencement Date under this Supplemental Plan (but not including any amount accrued under the RBEP after a Separation from Service, within the meaning of this Plan, on or after May 30, 2008), whether or not the Participant actually receives his or her RBEP benefits in that form.

4.6 Form of Benefit. Except as provided in Sections 4.8 and 4.9, the benefit payable to a Participant under this Supplemental Plan shall be payable solely in the form of a single life annuity providing monthly payments, with the first payment to be due on the Benefit Commencement Date specified below but actually commencing within the 90-day period beginning on the Benefit Commencement Date (subject to Section 5.1) and ending with the last payment made to the Participant prior to his or her death. Consistent with Section 5.1, any payment due for a month prior to the month in which benefits actually commence shall be paid when benefits actually commence, with no adjustment for interest.

4.7 Benefit Commencement Date. The Benefit Commencement Date under this Supplemental Plan shall be as follows:

(a) If the Participant is entitled to a SSORP Component, the Benefit Commencement Date for both the Participant’s Qualified Plan Component and SSORP Component shall be the Participant’s “Benefit Commencement Date” under the SSORP;

(b) If the Participant is entitled to a RBEP Component, the Benefit Commencement Date for both the Participant’s Qualified Plan Component and RBEP Component shall be the Participant’s “Benefit Commencement Date” under the RBEP; and

(c) If the Participant is not entitled to either a SSORP or a RBEP Component but is entitled to a Qualified Plan Component, the Benefit Commencement Date for such Component shall be the first day of the month following the day on which the Participant has a Separation from Service, within the meaning of this Plan; provided, however, that if a Participant becomes entitled to a benefit hereunder prior to his or her 55^th birthday, the Benefit Commencement Date shall be the first day of the month following the Participant’s 55^th birthday.

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4.8 Form of Benefit for SSORP, Group II Participants. If a Participant under this Plan is entitled to a SSORP Component and is a Group II Participant in the SSORP, the SSORP Component shall be converted from the form of a single life annuity to a lump sum and then paid in five installments, with the first installment paid within the 90-day period beginning on the Participant’s Benefit Commencement Date specified in Section 4.7 (but subject to Section 5.1) and the last four installments paid on anniversaries of the Benefit Commencement Date. The Participant’s Qualified Plan Component shall be paid in the form of a life annuity, pursuant to the foregoing provisions of this Section 4. Determination of the amounts payable hereunder in installments shall be made by the Committee, in consultation with the Company’s actuary, and in accordance with a methodology that is substantially similar to that used for computing installments under the SSORP. Notwithstanding the foregoing, any installments payable hereunder shall be discontinued, with no installment or other form of payment provided to a beneficiary or any other person, in the event of a Participant’s death before the receipt of five installments.

4.9 Lump Sum Cashout. Notwithstanding the foregoing or any other provisions of the Plan, in the discretion of the Committee, a lump sum may be paid to a Participant within 90 days of the Participant’s Benefit Commencement Date (subject to Section 5.1) in satisfaction of his or her interest under this Supplemental Plan if the value thereof as of the Participant’s Benefit Commencement Date does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code and the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan, including all agreements, methods, program, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treasury Regulation section 1.409A-1(c)(2). The Committee shall document its decision to make a lump sum payment hereunder on or before the date of the payment.

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SECTION 5

SECTION 409A PROVISIONS

5.1 Six-Month Delay Rule. Notwithstanding any provision of this Plan to the contrary, (a) no “distributions” (within the meaning of Treasury Regulation section 1.409A-1(c)(3)(v)) of deferred compensation that is subject to Section 409A of the Code may be made pursuant to this Plan to a Specified Employee due to a Separation from Service before the date that is six months after the date of such Specified Employee’s Separation from Service; and (b) any distribution that, but for the preceding clause (a), would be made before the date that is six months after the date of the Specified Employee’s Separation from Service shall be paid on the first day of the seventh month following the date of his or her Separation from Service. For the avoidance of doubt, the preceding sentence shall apply to any amount (and only to any amount) to be paid pursuant to this Plan to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and shall not apply to any amount or benefit to be paid or provided pursuant to this Plan if and to the extent that such amount or benefit is not subject to Section 409A of the Code for any reason, including, without limitation, Treasury Regulation section 1.409A-1(a)(5) (relating to welfare benefit plans), Treasury Regulation section 1.409A-1(b)(4) (relating to short-term deferrals), Treasury Regulation section 1.409A-1(b)(9) (relating to separation pay plans), or the “grandfather” rules incorporated in Treasury Regulation section 1.409A-6(a).

5.2 Specified Employees. If at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, a person who participates in or has any legally binding right, contingent or otherwise, under this Plan (a “Plan Participant”) is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code section 416(i)(5)), then the Plan Participant shall be treated as a Specified Employee for purposes of Section 5.1 above for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board or the Committee at any time prescribes a different method of identifying service providers who will be subject to the six month delay required by Section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”) in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Identification Method”) or elects a different specified employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Election”), in which case whether the Participant shall be treated as a Specified Employee shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the Board or Committee. By participating or continuing to participate in this Plan or accepting any legally binding right under this Plan, each Participant irrevocably (a) consents to any such Different Identification Method that the Board or Committee may prescribe at any time and any

10

such Different Election that the Board or Committee may make at any time for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Plan, and (b) agrees that the Participant’s consent to any such Different Identification Method or Different Election shall be as effective as if such Different Identification Method or Different Election were fully set forth herein, and (c) waives any right he or she may have to consent to the Different Identification Method or Different Election in question if for any reason the Participant’s consent to such Different Identification Method or Different Election is not legally effective.

5.3 Installments Rule. If any Participant or beneficiary has any right under this Plan to “a series of installment payments that is not a life annuity” (within the meaning of Treasury Regulation section 1.409A-2(b)(2)(iii)), then such right shall be treated as a right to a series of separate payments within the meaning of Treasury Regulation section 1.409A-2(b)(2)(iii).

5.4 General 409A Provisions. Any compensation that may be paid or provided pursuant to this Plan is intended to qualify for an exclusion from Section 409A of the Code or to comply with Section 409A of the Code, so that none of such compensation will be includible in any Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. This Plan shall be administered, interpreted and construed to carry out such intention, and any provision of this Plan that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company and any other person or entity with any responsibility for the Plan (including, but not limited to, the Board) do not represent, warrant or guarantee that any compensation that may be paid or provided pursuant to this Plan will not be includible in a Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, nor do the Company and other persons and entities with any responsibility for the Plan make any other representation, warranty or guaranty to any Plan Participant as to the tax consequences of this Plan or of participation in this Plan. If, notwithstanding the foregoing, amounts are includible in a Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, the payment of benefits will be accelerated to the extent determined by the Committee and permitted by Treasury Regulation section 1.409A-3(j)(vii).

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SECTION 6

ADMINISTRATION AND GENERAL PROVISIONS

6.1 Administration. The Committee shall have full power and authority to interpret and construe the terms of this Plan, and to administer it, and the Committee’s interpretations and construction thereof, and actions thereunder, including, but not limited to determining the amount or recipient of any benefits to be made therefrom, shall be binding and conclusive on all persons for all purposes. The Board, the Committee, the Benefits Committee, their individual members, and such persons’ agents and representatives of the Board shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to willful misconduct or lack of good faith.

6.2 Expenses of Administration. All expenses incurred in connection with the execution of this Plan and in carrying out the provisions hereof shall be paid by the Company.

6.3 Information from Participant. Each Participant shall furnish to the Company such information as the Company may reasonably request for purposes of the proper administration of the provisions of this Plan.

6.4 No Employment Rights. Nothing contained in the Plan shall be construed as a contract of employment between the Company and a Participant, or as a right of any Participant to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its Participants, with or without cause. Any benefit payable under this Plan shall not be deemed salary, earnings, or other compensation to the Participant for the purpose of computing benefits to which he may be entitled under any qualified retirement plan or other arrangement of the Company for the benefit of its employees.

6.5 Restrictions on Alienation and Assignment. Neither a Participant nor any other person having or claiming to have an interest under this Plan shall have the right to assign, transfer, hypothecate, encumber, commute or anticipate any interest in any payments hereunder, and such payments shall not in any way be subject to any legal process to levy upon or attach the sum for payment of any such claim against the Participant or other person.

6.6 Facility of Payment. If the Committee shall find, upon receipt of medical evidence or legal representations satisfactory to the Committee, that any Participant or other person to whom a benefit is payable is unable to care for such person’s affairs because of illness or accident, any payment due hereunder (unless a prior and valid claim

12

therefor shall have been made by a duly appointed guardian, conservator or other legal representative) may be paid to such person’s spouse, child, parent or brother or sister, or to any person or persons determined by the Committee to have incurred expense for such Participant. Any payment shall be a complete discharge of all liability hereunder.

6.7 Failure to Claim Amounts Payable. In the event that any amount shall become payable hereunder to a person and, after written notice from the Company mailed to such person’s last known address as shown in the Company’s records and after diligent effort, the Company is unable to locate such person, the Company shall apply to a court of competent jurisdiction for direction as to the distribution of such amount.

6.8 Amendment and Termination. The Board reserves the right to amend and/or terminate the Plan at any time for whatever reasons it may deem appropriate (or for no reason), except that no such amendment or termination shall adversely affect the benefits payable to any person who has begun to receive benefits hereunder and no such amendment or termination may accelerate or defer the payment of compensation except as permitted by Section 409A of the Code.

6.9 Gender and Number. All the words and terms used herein, regardless of the number and gender in which they shall be used, shall be deemed to include any other number, singular and plural, and any other gender, masculine and feminine, as the context may require.

6.10 Law Applicable. This Plan shall be governed by the laws of the State of Connecticut to the extent not superseded by federal law.

6.11 Delegation of Authority. The Board, the Committee, and the Benefits Committee may delegate the responsibilities allocated to them under the terms of this Plan to others, including, but not limited to, a Board delegation to the Committee or the Benefits Committee, a Committee or Benefits Committee delegation to one or more members, and a delegation by the Board or one of the committees to Company employees. As long as the delegation is lawful, neither an employee nor any other person shall have the right to raise any questions relating to such delegation of authority and responsibility for interpreting, construing, and administering the Plan.

6.12 Releases. Any provision of this Plan to the contrary notwithstanding, each payment to a person hereunder shall be contingent on the person having executed and delivered to the Company, at such time and times in advance of the payment date as the Committee or its delegate may specify, any covenant agreement and release of claims that the Committee or its delegate may require, and on any such covenant and release of claims having become irrevocable by their terms in advance of the payment date. Without limiting the generality of the foregoing, the Committee or its delegate may require a covenant and release to be executed and delivered to the Company within a specified period of time following the Participant’s Separation from Service, and another release to be executed and delivered to the Company within a specified period of time following another event or date as the Committee or its delegate may specify. Amounts

13

not paid hereunder due to a failure to execute any covenant or release required by the Committee shall be treated as forfeited.

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EX-10.3

Exhibit 10.3

BARNES GROUP INC.

RETIREMENT BENEFIT EQUALIZATION PLAN

as amended and restated effective February 8, 2010

PREAMBLE

Barnes Group Inc. has been maintaining the Retirement Benefit Equalization Plan (the “RBEP” or “Plan”) and hereby amends and restates the RBEP effective February 8, 2010.

In general, the Plan as amended and in effect from time to time on and after January 1, 2009 applies to benefits accrued both before and after that date, without regard to any ability to treat certain benefits as “grandfathered” from the effect of Section 409A of the Internal Revenue Code. Notwithstanding the preceding sentence, the provisions of the Plan as amended and in effect from time to time on and after January 1, 2009 applicable to the computation of benefits, to the commencement date of such benefits, to the time and form of payment, and to the selection of an optional form and a contingent annuitant or beneficiary, as well as any other provisions of the Plan as so amended that are impossible or impracticable to apply to benefits already in pay status, shall not apply to benefits in pay status prior to January 1, 2009, to the extent such provisions are not required to apply pursuant to guidance prescribed by the Treasury Department under Section 409A of the Internal Revenue Code (including, but not limited to, section XII.F of the preamble to the final regulations under such Section 409A and section 3.02 of Notice 2007-86); rather, the applicable terms of the Plan in effect prior to January 1, 2009, as modified or supplemented (if at all) by any written individual agreement with a participant in accordance with Section 409A of the Internal Revenue Code and Treasury Department guidance thereunder, construed and supplemented as necessary in accordance with the applicable provisions of Section 409A of the Internal Revenue Code and Treasury Department guidance thereunder, shall apply to such benefits. To the extent permissible under applicable provisions of Section 409A of the Internal Revenue Code and Treasury Department guidance thereunder, this paragraph also shall apply to benefits not yet in pay status prior to January 1, 2009 but with respect to which all events necessary to receive the payment have occurred before January 1, 2009.

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SECTION 1

DEFINITIONS

The words and phrases defined hereinafter shall have the following meaning unless a different meaning is clearly required by the context of the Plan.

1.1 “Benefits Committee” shall mean the Benefits Committee appointed by the Board or its successor.

1.2 “Board” shall mean the Board of Directors of Barnes Group Inc., or its successor.

1.3 “Code” shall mean the Internal Revenue Code of 1986, as amended, or as it may be amended from time to time.

1.4 “Committee” shall mean the Compensation and Management Development Committee of the Board or its successor.

1.5 “Company” shall mean Barnes Group Inc. and each subsidiary and affiliated corporation that has adopted the Plan for the benefit of one or more employees.

1.6 “Plan” shall mean the Barnes Group Inc. Retirement Benefit Equalization Plan, as amended and set forth herein or in any amendment hereto.

1.7 “Separation from Service” shall mean a “separation from service” from the Company and all corporations and other trades or businesses aggregated with the Company, as determined under rules set forth in Treasury Regulation section 1.409A-1(h), as in effect from time to time, or a successor thereto. If there is a question as to whether a Participant’s employment has been terminated or his or her employment relationship remains intact on account of the types of absences described in (a), (b), and (c) below, the following rules (to be interpreted consistent with Treasury Regulation section 1.409A-1(h)) shall apply:

(a) The employment relationship shall be treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period.

2

(b) For purposes of this Section 1.7, a leave of absence constitutes a “bona fide” leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company.

(c) Notwithstanding the foregoing, where (i) a leave of absence is due to any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than six months, and (ii) such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the six-month period described in paragraph (a) hereof, regardless of whether the Participant retains a contractual right to reemployment, unless the employment relationship is otherwise terminated by the Company or the Participant.

1.8 “Specified Employee” shall mean a “Specified Employee” within the meaning of Treasury Regulation section 1.409A-1(i) as in effect from time to time, as determined in accordance with Section 7 below.

1.9 “Spouse” shall mean the individual to whom the Participant is legally married by civil or religious ceremony under the laws of the state in which the Participant is legally domiciled on the date the determination of whether there is a Spouse is being made. After a Participant’s death, his “Spouse” shall be the individual, if any, who met these criteria as of the date of the Participant’s death.

1.10 “SRIP” shall mean the Barnes Group Inc. Salaried Retirement Income Plan as amended and in effect from time to time, a pension plan which is intended to satisfy the requirements for qualification under Section 401(a) of the Code.

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SECTION 2

PURPOSE OF PLAN

2.1 Purpose. The purpose of the Plan is to provide selected executives of the Company who participate in the SRIP and who cannot receive certain benefits under the SRIP due to Code Section 401(a)(17) and 415 limitations with benefits that will approximate the difference between benefits that would be paid under the SRIP, but for such limitations, and the benefits that are payable under the SRIP, taking such limitations into account. The Plan pays benefits only in the event of a Participant’s Separation from Service (as defined herein) or death, in both cases subject to the more specific provisions of the Plan that follow this Section 2. Plan benefits shall be payable out of the general assets of the Company. Notwithstanding the foregoing, in the discretion of the Committee, the Company may enter into one or more grantor trusts (sometimes known as “rabbi trusts”) for the purpose of financing part or all of its obligations under the Plan.

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SECTION 3

PARTICIPATION

3.1 Designation by Committee. The Committee shall have the sole and exclusive right to designate who receives or will receive benefits under this Plan, using the minimum criteria set forth in Section 3.2 below as the Committee’s starting point, with any individual who receives or is expected by the Committee to receive benefits under this Plan considered a “Participant.” An employee who satisfies the minimum criteria set forth in Section 3.2 shall be deemed to have been designated by the Committee as a Participant, unless the Committee takes action before the end of the period in which such minimum criteria are satisfied to exclude such employee from participation in this Plan, or unless the employee is a participant in the Barnes Group 2009 Deferred Compensation Plan or the Barnes Group Inc. Supplemental Senior Officer Retirement Plan who has satisfied the age and service conditions to receive a benefit payable upon Separation from Service (as defined in the plan in which the employee is such a participant).

3.2 Minimum Criteria. The minimum criteria for receipt of benefits under this Plan shall be that an employee of the Company (a) participates or has participated in the SRIP; and (b) is receiving or will receive benefits under the SRIP that are limited by reason of Section 401(a)(17) and/or Section 415 of the Internal Revenue Code. Notwithstanding the foregoing, if an employee who has been considered a Participant in this Plan on or after January 1, 2009 also participates in the Company’s Supplemental Senior Officer Retirement Plan (“SSORP”) and satisfies the age and service conditions to receive a benefit payable upon Separation from Service (as defined in the SSORP) or death under the SSORP (subject to Section 8.8 thereof), he shall, as of the time of satisfaction of such conditions, no longer be considered a Participant in this Plan with respect to any benefit that would otherwise be payable under this Plan upon the same event (i.e., a Separation from Service as defined in the SSORP or death) and that has the same time and form of payment (within the meaning of Treasury Regulation 1.409A-3, including if applicable and without limitation the same ‘toggled’ time and form of payment described in Treasury Regulation 1.409A-3(c)(2)) as the Participant’s benefit under the SSORP, but only to the extent that such benefit under this Plan, as of immediately before the time at which the Participant satisfies the age and service conditions to receive a benefit upon that event under the SSORP, is equal to or less than such benefit under the SSORP, as of the time at which the Participant satisfies such conditions. However, notwithstanding the preceding sentence, if, on or after February 8, 2010 and after the date on which an employee who participated in the SSORP on January 1, 2009 satisfied the age and service conditions to receive a benefit payable upon Separation from Service (as defined in the SSORP) under the SSORP, the Committee designates such employee as a Participant in this Plan, then in that case the employee shall be considered a Participant in this Plan, but only with respect to the portion, if any, of the benefit that (but for this Section 3.2) would be payable to or in respect of the Participant under this Plan upon Separation from Service or death that exceeds the Participant’s benefit under the SSORP that is payable upon the same event and that has

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the same time and form of payment as the Participant’s benefit under this Plan. Any determinations required by the two preceding sentences shall be made by the Committee in accordance with the applicable provisions of this Plan and the SSORP based on the advice of professional advisors, including without limitation the Company’s actuary and tax counsel, to the extent that the Committee deems in its sole discretion to be advisable. In no event shall any Participant who was a participant in the SSORP on or after January 1, 2009 accrue any benefits under this Plan that are payable upon a Separation from Service or death after he satisfies the age and service conditions to receive a benefit under the SSORP that is payable upon the same type of event, unless the Committee or the Board provides otherwise. For purposes of this Section 3.2, benefits are payable “upon” an event such as a separation from service (however defined) or death if they would be considered to be payable upon such event for purposes of Section 409A of the Code, including in particular and without limitation Treasury Regulation 1.409A-3(a) thereunder.

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SECTION 4

BENEFIT COMMENCEMENT DATES; AMOUNT OF BENEFIT

4.1 Separation from Service before Age 55. Subject to Section 7.1, a Participant who has a Separation from Service prior to his or her 55^th birthday (other than by death) shall be entitled to a benefit payable as of the first day of the month following the Participant’s 55^th birthday (the “Benefit Commencement Date”), which benefit shall actually commence on a date within the 90-day period beginning on the Participant’s Benefit Commencement Date.

4.2 Separation from Service On or After Age 55. Subject to Section 7.1, a Participant who has a Separation from Service on or after his or her 55^th birthday (other than by death) shall be entitled to a benefit payable as of the first day of the month following the date of the Participant’s Separation from Service (the “Benefit Commencement Date”) which benefit shall actually commence on a date within the 90-day period beginning on the Participant’s Benefit Commencement Date. Notwithstanding the foregoing provisions of Section 4.1 and 4.2 and any other provisions of this Plan, the benefit payable to a Participant who, on January 1 2009, was (a) a former employee of the Company entitled to benefits under this Plan but not yet in receipt of such benefits and (b) at least age 55 shall be paid in a lump sum, equal to the present value of the Participant’s annuity benefit as of January 1, 2009 (as determined by the Company’s actuary) and payable within the 90-day period beginning on January 1, 2009.

4.3 Amount of Benefit. The monthly benefit payable to a Participant under this Section 4 by reason of the Participant’s Separation from Service shall be determined as follows:

Step 1. Compute (a) the monthly benefit that would be payable under the SRIP as of the Benefit Commencement Date, assuming it is computed as a single life annuity commencing on that date and without regard to Section 401(a)(17) and Section 415 of the Internal Revenue Code, minus (b) the monthly benefit that would be payable under the SRIP as of the same date, assuming it is computed as a single life annuity commencing on that date and with regard to Section 401(a)(17) and Section 415 of the Internal Revenue Code. Notwithstanding the foregoing, once a Participant’s Separation from Service (as defined under this Plan) has occurred, no further accruals under the SRIP shall be taken into account when computing the amounts in (a) and (b) hereof. For purposes of determining the SRIP benefit in this Step 1, any pre-retirement survivor annuity charge applicable under the terms of the SRIP document shall be disregarded.

Step 2. If a Participant has elected an optional form of payment pursuant to Section 5 hereof, convert the benefit computed as a single life annuity under Step 1 to its actuarial equivalent using the assumptions or factors applicable to such optional form under the SRIP.

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4.4 [Reserved]

4.5 Time and Form of Payment in Case of Certain SSORP Participants. Notwithstanding any provision of this Plan other than this Section 4.5 relating to the time or form of payment of retirement benefits hereunder to the contrary, except the Preamble, Section 5.5 (relating to Lump Sum Cashout) and Section 7.1 (relating to the six month delay applicable to Specified Employees), and subject to the second sentence of this Section 4.5, if, on the December 31 that immediately precedes any calendar year after 2009 in which a Participant in this Plan will accrue benefits under this Plan (including without limitation an individual who is not a Participant on such December 31 who will become a Participant in this Plan during that calendar year), the Participant (or individual who will become a Participant) is a Group II Participant in the SSORP who has not yet attained age 55, any benefits that will be accrued by such Participant in that calendar year (the “Service Year”) under this Plan that are payable upon Separation from Service (other than by death), i.e., (in the case of this Plan as in effect on December 31, 2009) benefits under Section 4, will be paid as follows (and only as follows): (a) if the Participant has a “Separation from Service (other than by reason of death)” within the meaning of the SSORP before the date on which the Participant attains age 55, at the time and in the form of payment (within the meaning of “time and form of payment” in Treasury Regulation 1.409A-3(c)(2)) that will apply under the provisions of this Plan (other than this Section 4.5) as in effect on the December 31 immediately preceding that Service Year to any benefits that are payable upon Separation from Service (other than by death) that are accrued under this Plan in that Service Year by a Participant who participated in the SSORP on or before July 22, 2009, who has a Separation from Service (other than by death) prior to his 55^th birthday, and (b) in accordance with Treasury Regulation 1.409A-3(c)(2), if the Participant has a “Separation from Service (other than by reason of death)” within the meaning of the SSORP on or after the date on which the Participant attains age 55, at the time and in the form of payment that will apply under the provisions of the SSORP (other than Section 4.5 thereof) as in effect on the December 31 immediately preceding that Service Year to benefits that are payable upon a “Separation from Service (other than by reason of death)” within the meaning of the SSORP that are accrued under the SSORP in that Service Year by a Group II Participant who has a “Separation from Service (other than by reason of death)” within the meaning of the SSORP on or after the date on which the Group II Participant attains age 55 and 10 years of Credited Service (as defined in the SSORP). In no event shall any benefits that will be accrued under this Plan in any Service Year be paid pursuant to the preceding sentence (or otherwise) unless the minimum criteria for receipt of benefits under this Plan have been satisfied by the Participant, or the Committee or the Board (or a written agreement approved by the Committee or the Board) provides for payment thereof, nor shall any benefits that will be accrued under this Plan in any Service Year be paid pursuant to the preceding sentence (or otherwise) if the individual in question has a Separation from Service on or after the time as of which he is no longer considered a Participant in this Plan with respect to those benefits pursuant to the second sentence of Section 3.2. Unless the relevant provisions of this Plan or the SSORP are changed after 2009, in any case in which clause (b) of this Section 4.5 applies (“Separation from Service (other than by reason of death)” within the

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meaning of the SSORP on or after the date on which the Participant attains age 55), the methodology for converting from the annuity benefits form that would otherwise apply under this Plan to the installments form that applies under the SSORP to a Group II Participant who attains age 55 and 10 years of Credited Service (as defined in the SSORP) shall be the same methodology that is prescribed in Section 9.2 for determining the amount of the installments payable pursuant to that Section to a Participant who had a Separation from Service on or after his or her 55^th birthday. For purposes of this Section 4.5, benefits are payable “upon” an event such as a separation from service (however defined) or death if they would be considered to be payable upon such event for purposes of Section 409A of the Code, including in particular and without limitation Treasury Regulation 1.409A-3(a) thereunder.

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SECTION 5

NORMAL AND OPTIONAL FORMS OF PAYMENT

5.1 Normal Form of Payment. The normal form of payment under this Plan for a Participant entitled to a benefit under Section 4 is a single life annuity: a benefit payable monthly for the lifetime of the Participant, with the first payment to be due on the Benefit Commencement Date specified in Section 4 (but subject to Section 7.1) and the last payment to be due on the first day of the calendar month in which death occurs. Consistent with Section 7.1, any payment due for a month prior to the month in which benefits actually commence shall be paid when benefits actually commence, with no adjustment for interest.

5.2 Optional Forms of Payment. In lieu of the normal form of payment, a Participant may elect to receive his or her benefit in one of the following optional forms, subject to the provisions of this Section 5:

(a) Joint and contingent annuity, which is a benefit payable monthly for the lifetime of the Participant with a benefit equal to 25%, 50%, 75%, or 100% (as selected by the Participant) of such benefit payable monthly to the Contingent Annuitant, commencing after the death of the Participant, for the lifetime of the Contingent Annuitant.

(b) Ten year certain and continuous annuity, which is a benefit payable monthly for the lifetime of the Participant and, in the event of the Participant’s death prior to receiving 120 monthly payments, payable monthly to a named Beneficiary until the Participant and Beneficiary together have received 120 monthly payments. If both the Participant and the Beneficiary die before 120 payments have been made, payments shall be made to the Participant’s estate until a total of 120 monthly payments have been made.

A Participant’s election of an optional form generally shall be effective only if made by the close of the 30-day period beginning on the Participant’s Benefit Commencement Date; provided, however, that the Committee may prescribe another period for electing an optional form. In the event that a Participant elects a joint and contingent annuity and the Contingent Annuitant designated by the Participant dies prior to the time benefits actually commence (with regard to Section 7.1), the election of the optional form of payment shall be disregarded. In the event that a Participant elects a Ten Year Certain and Continuous Annuity and the Beneficiary designated by the Participant dies prior to the time benefits actually commence (with regard to Section 7.1), the Participant shall designate a new Beneficiary. Notwithstanding the foregoing, in the event of the death of a Contingent Annuitant or Beneficiary under the circumstances described herein, the Committee may, in accordance with rules prescribed by it, permit the Participant to make

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another election of an optional form. Election of optional forms of payments shall be filed by the Participant with the Benefits Committee or its designee on a form approved by the Benefits Committee.

5.3 Actuarial Equivalent. Except to the extent otherwise specifically provided herein, the amount of any optional form of payment payable under this Section 5 shall be the actuarial equivalent of the single life annuity. Actuarial equivalence shall be determined using the factors specified in the SRIP as of the date that an election of an optional form of payment is made. Notwithstanding the foregoing, the normal and optional forms of payment shall be actuarially equivalent within the standards set forth in Treasury Regulation section 1.409A-2(b), with the Company’s actuary making any adjustments to the factors specified in the SRIP or other adjustments as may be necessary to satisfy such standards.

5.4 Designation of Contingent Annuitant, Beneficiary. A Participant may designate a Contingent Annuitant or Beneficiary or change any prior designation by giving written notice to the Benefits Committee within the election period described in Section 5.2; provided, however, that all designations of Contingent Annuitants or Beneficiaries are subject to the approval of the Benefits Committee. When necessary because, for example, no properly designated Beneficiary survives the Participant and a payment is due to a Beneficiary (under the ten year certain and continuous annuity option), the Benefits Committee shall apply default rules determined by the Benefits Committee, in is sole discretion, but generally following a priority list of living persons in the following order: Spouse, children, parents, brothers and sisters, estate. Although the rules of the Benefits Committee may permit a Participant to designate one or more alternative Beneficiaries (for example, an individual who shall become a Participant’s Beneficiary in case the Participant’s first choice of a Beneficiary dies before benefits become payable), a Participant may not designate persons who shall jointly receive benefits as Beneficiaries (for example, the designation of two or more children to jointly receive benefits as Beneficiaries is prohibited). Subject to the approval of the Benefits Committee as provided above, a Participant may designate a trust as a Beneficiary.

5.5 Lump Sum Cashout. Notwithstanding the foregoing or any other provisions of the Plan, in the discretion of the Committee, a lump sum may be paid to a Participant within 90 days of the Participant’s Benefit Commencement Date (subject to Section 7.1) in satisfaction of his or her interest under the Plan if the value thereof as of the Participant’s Benefit Commencement Date does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code and the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan, including all agreements, methods, program, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treasury Regulation section 1.409A-1(c)(2). The Committee shall document its decision to make a lump sum payment hereunder on or before the date of the payment.

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SECTION 6

DEATH BENEFITS

6.1 Entitlement to the Benefit. If a Participant dies after becoming eligible for a benefit under the SRIP but prior to the date any benefits under this Plan have actually commenced, the Participant’s Spouse shall be eligible to receive a monthly lifetime benefit payable as of the day that was or would have been the Participant’s Benefit Commencement Date (and actually commencing within the 90-day period beginning on such date, but, if the Participant died after a Separation from Service, not later than the latest date within such 90-day period on which the first payment of the benefits that would have been paid to the Participant on account of Separation from Service under this Plan if s/he had lived would have been considered timely under Treasury Regulation 1.409A-3(d)), had his or her date of death been the date the Participant had a Separation from Service.

6.2 Amount of the Benefit. The benefit shall be equal to the amount that would have been payable to the Spouse under this Plan under a 50% joint and contingent annuity option if the Participant had begun to receive benefits in that form as of his or her Benefit Commencement Date and died the next day.

6.3 Entitlement to and Amount of the Benefit in the Case of Certain Participants. If a Participant, some of whose benefits under this Plan are benefits to which Section 9.2 applies and some of whose benefits under this Plan are benefits to which Section 9.2 does not apply, dies after the Participant’s benefits under this Plan to which Section 9.2 applies have actually commenced but prior to the date any of the Participant’s benefits under this Plan to which Section 9.2 does not apply have actually commenced, the Participant’s Spouse shall be eligible to receive a monthly lifetime benefit payable as of the day that was or would have been the Participant’s Benefit Commencement Date (and actually commencing within the 90-day period beginning on such date, but not later than the latest date within such 90-day period on which the first payment of the benefits to which Section 9.2 does not apply that would have been paid to the Participant on account of Separation from Service under this Plan if s/he had lived would have been considered timely under Treasury Regulation 1.409A-3(d)), had his or her date of death been the date the Participant had a Separation from Service. The benefit shall be equal to the amount that would have been payable to the Spouse under this Plan under a 50% joint and contingent annuity option if the Participant had begun to receive the benefits to which Section 9.2 does not apply in that form as of his or her Benefit Commencement Date and died the next day.

6.4 Certain Time and Form of Payment Provisions. Notwithstanding any provision of this Plan other than this Section 6.4 relating to the time or form of payment of death benefits to the contrary except the Preamble, and subject to the second sentence of this Section 6.4, if, on the December 31 that immediately precedes any calendar year after 2009 in which a Participant in this Plan will accrue benefits under this Plan (including without limitation an individual who is not a Participant on such December 31

12

who will become a Participant in this Plan during that calendar year), the Participant (or individual who will become a Participant) is a Group II Participant in the SSORP who has not yet attained age 55, any benefits that will be accrued by such Participant in that calendar year (the “Service Year”) under this Plan that are payable upon death, i.e., (in the case of this Plan as in effect on December 31, 2009) the death benefits under Section 6.1 and Section 6.2, will be paid as follows (and only as follows): (a) if the Participant dies before the date on which he attains age 55, at the time and in the form of payment (within the meaning of “time and form of payment” in Treasury Regulation 1.409A-3(c)) that will apply under the provisions of this Plan (other than this Section 6.4) as in effect on the December 31 immediately preceding that Service Year to any benefits that are payable upon death that are accrued under this Plan in that Service Year by a Participant who participated in the SSORP on or before July 22, 2009, who dies prior to his 55^th birthday, and (b) in accordance with Treasury Regulation 1.409A-3(c), if the Participant dies on or after the date on which he attains age 55, at the time and in the form of payment that will apply under the provisions of the SSORP (other than Section 5.3A thereof) as in effect on the December 31 immediately preceding that Service Year to any benefits that are payable upon death that are accrued under the SSORP in that Service Year by a Group II Participant who dies on or after the date on which he attains age 55 and 5 years of Credited Service (as defined in the SSORP). In no event shall any benefits that will be accrued under this Plan in any Service Year be paid pursuant to the preceding sentence (or otherwise) unless the minimum criteria for receipt of benefits have been satisfied by the Participant and any other conditions to entitlement to a death benefit under this Plan have been satisfied, or the Committee or the Board (or a written agreement approved by the Committee or the Board) provides for payment thereof, nor shall any benefits that will be accrued under this Plan in any Service Year be paid pursuant to the preceding sentence (or otherwise) if the individual in question dies on or after the time as of which he is no longer considered a Participant in this Plan with respect to those benefits pursuant to the second sentence of Section 3.2. For purposes of this Section 6.4, benefits are payable “upon” an event such as a separation from service (however defined) or death if they would be considered to be payable upon such event for purposes of Section 409A of the Code, including in particular and without limitation Treasury Regulation 1.409A-3(a) thereunder.

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SECTION 7

SECTION 409A PROVISIONS

7.1 Six-Month Delay Rule. Notwithstanding any provision of this Plan to the contrary, (a) no “distributions” (within the meaning of Treasury Regulation section 1.409A-1(c)(3)(v)) of deferred compensation that is subject to Section 409A of the Code may be made pursuant to this Plan to a Specified Employee due to a Separation from Service before the date that is six months after the date of such Specified Employee’s Separation from Service; and (b) any distribution that, but for the preceding clause (a), would be made before the date that is six months after the date of the Specified Employee’s Separation from Service shall be paid on the first day of the seventh month following the date of his or her Separation from Service. For the avoidance of doubt, the preceding sentence shall apply to any amount (and only to any amount) to be paid pursuant to this Plan to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and shall not apply to any amount or benefit to be paid or provided pursuant to this Plan if and to the extent that such amount or benefit is not subject to Section 409A of the Code for any reason, including, without limitation, Treasury Regulation section 1.409A-1(a)(5) (relating to welfare benefit plans), Treasury Regulation section 1.409A-1(b)(4) (relating to short-term deferrals), Treasury Regulation section 1.409A-1(b)(9) (relating to separation pay plans), or the “grandfather” rules incorporated in Treasury Regulation section 1.409A-6(a).

7.2 Specified Employees. If at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, a person who participates in or has any legally binding right, contingent or otherwise, under this Plan (a “Plan Participant”) is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code section 416(i)(5)), then the Plan Participant shall be treated as a Specified Employee for purposes of Section 6.1 above for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board or the Committee at any time prescribes a different method of identifying service providers who will be subject to the six month delay required by Section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”) in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Identification Method”) or elects a different specified employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Election”), in which case whether the Participant shall be treated as a Specified Employee shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the Board or Committee. By participating or continuing to participate in this Plan or accepting any legally binding right under this Plan, each Participant irrevocably (a) consents to any such Different Identification Method that the Board or Committee may prescribe at any time and any

14

such Different Election that the Board or Committee may make at any time for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Plan, and (b) agrees that the Participant’s consent to any such Different Identification Method or Different Election shall be as effective as if such Different Identification Method or Different Election were fully set forth herein, and (c) waives any right he or she may have to consent to the Different Identification Method or Different Election in question if for any reason the Participant’s consent to such Different Identification Method or Different Election is not legally effective.

7.3 Installments Rule. If any Participant or beneficiary has any right under this Plan to “a series of installment payments that is not a life annuity” (within the meaning of Treasury Regulation section 1.409A-2(b)(2)(iii)), then such right shall be treated as a right to a series of separate payments within the meaning of Treasury Regulation section 1.409A-2(b)(2)(iii).

7.4 General 409A Provisions. Any compensation that may be paid or provided pursuant to this Plan is intended to qualify for an exclusion from Section 409A of the Code or to comply with Section 409A of the Code, so that none of such compensation will be includible in any Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. This Plan shall be administered, interpreted and construed to carry out such intention, and any provision of this Plan that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company and any other person or entity with any responsibility for the Plan (including, but not limited to, the Board) do not represent, warrant or guarantee that any compensation that may be paid or provided pursuant to this Plan will not be includible in a Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, nor do the Company and other persons and entities with any responsibility for the Plan make any other representation, warranty or guaranty to any Plan Participant as to the tax consequences of this Plan or of participation in this Plan. If, notwithstanding the foregoing, amounts are includible in a Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code, the payment of benefits will be accelerated to the extent determined by the Committee and permitted by Treasury Regulation section 1.409A-3(j)(vii).

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SECTION 8

ADMINISTRATION AND GENERAL PROVISIONS

8.1 Administration. The Committee shall have full power and authority to interpret and construe the terms of this Plan, and to administer it, and the Committee’s interpretations and construction thereof, and actions thereunder, including, but not limited to determining the amount or recipient of any benefits to be made therefrom, shall be binding and conclusive on all persons for all purposes. The Board, the Committee, the Benefits Committee, their individual members, and such persons’ agents and representatives of the Board shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to willful misconduct or lack of good faith.

8.2 Expenses of Administration. All expenses incurred in connection with the execution of this Plan and in carrying out the provisions hereof shall be paid by the Company.

8.3 Information from Participant. Each Participant shall furnish to the Company such information as the Company may reasonably request for purposes of the proper administration of the provisions of this Plan.

8.4 No Employment Rights. Nothing contained in the Plan shall be construed as a contract of employment between the Company and a Participant, or as a right of any Participant to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its Participants, with or without cause. Any benefit payable under this Plan shall not be deemed salary, earnings, or other compensation to the Participant for the purpose of computing benefits to which he may be entitled under any qualified retirement plan or other arrangement of the Company for the benefit of its employees.

8.5 Restrictions on Alienation and Assignment. Neither a Participant or Spouse nor any Beneficiary or Contingent Annuitant shall have the right to assign, transfer, hypothecate, encumber, commute or anticipate any interest in any payments hereunder, and such payments shall not in any way be subject to any legal process to levy upon or attach the sum for payment of any such claim against the Participant, Spouse, Beneficiary, or Contingent Annuitant, provided, however, that nothing contained herein shall preclude a Participant from designating, in accordance with Section 5 and other terms of this Plan, a Beneficiary or Contingent Annuitant to receive benefits hereunder in the event of the Participant’s death.

8.6 Facility of Payment. If the Committee shall find, upon receipt of medical evidence or legal representations satisfactory to the Committee, that any Participant or

16

other person to whom a benefit is payable is unable to care for such person’s affairs because of illness or accident, any payment due hereunder (unless a prior and valid claim therefor shall have been made by a duly appointed guardian, conservator or other legal representative) may be paid to such person’s spouse, child, parent or brother or sister, or to any person or persons determined by the Committee to have incurred expense for such Participant. Any payment shall be a complete discharge of all liability hereunder.

8.7 Failure to Claim Amounts Payable. In the event that any amount shall become payable hereunder to a person and, after written notice from the Company mailed to such person’s last known address as shown in the Company’s records and after diligent effort, the Company is unable to locate such person, the Company shall apply to a court of competent jurisdiction for direction as to the distribution of such amount.

8.8 Amendment and Termination. The Board reserves the right to amend and/or terminate the Plan at any time for whatever reasons it may deem appropriate (or for no reason), except that no such amendment or termination shall adversely affect the benefits payable to any person who has begun to receive benefits hereunder and no such amendment or termination may accelerate or defer the payment of compensation except as permitted by Section 409A of the Code.

8.9 Gender and Number. All the words and terms used herein, regardless of the number and gender in which they shall be used, shall be deemed to include any other number, singular and plural, and any other gender, masculine and feminine, as the context may require.

8.10 Law Applicable. This Plan shall be governed by the laws of the State of Connecticut to the extent not superseded by federal law.

8.11 Delegation of Authority. The Board, the Committee, and the Benefits Committee may delegate the responsibilities allocated to them under the terms of this Plan to others, including, but not limited to, a Board delegation to the Committee or the Benefits Committee, a Committee or Benefits Committee delegation to one or more members, and a delegation by the Board or one of the committees to Company employees. As long as the delegation is lawful, neither an employee nor any other person shall have the right to raise any questions relating to such delegation of authority and responsibility for interpreting, construing, and administering the Plan.

8.12 Releases. Any provision of this Plan to the contrary notwithstanding, each payment to a person hereunder shall be contingent on the person having executed and delivered to the Company, at such time and times in advance of the payment date as the Committee or its delegate may specify, any covenant agreement and release of claims that the Committee or its delegate may require, and on any such covenant and release of claims having become irrevocable by their terms in advance of the payment date. Without limiting the generality of the foregoing, the Committee or its delegate may require a covenant and release to be executed and delivered to the Company within a specified period of time following the Participant’s Separation from Service, and another

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release to be executed and delivered to the Company within a specified period of time following another event or date as the Committee or its delegate may specify. Amounts not paid hereunder due to a failure to execute any covenant or release required by the Committee shall be treated as forfeited.

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SECTION 9

BENEFITS FOR EXECUTIVE OFFICERS PARTICIPATING

IN THE 2009 DEFERRED COMPENSATION PLAN

9.1 Conditions for Benefits. Notwithstanding any other provisions of this Plan, no benefits provided under this Plan upon a Participant’s Separation from Service or death to which Section 9.2 applies shall be payable to or in respect of a Participant who also participates in the Barnes Group 2009 Deferred Compensation Plan (the “2009 DC Plan”) if, at the Participant’s “separation from “service” (within the meaning of the 2009 DC Plan) or death, the Participant has met the requisite age and service conditions for payment of a benefit under the 2009 DC Plan upon the same event (i.e., a “separation from service” or death) as the event upon which the benefits to which Section 9.2 applies would otherwise be payable to or in respect of the Participant under this Plan, nor shall such a Participant accrue any benefits under this Plan (to which Section 9.2 applies or otherwise) that are payable upon a Separation from Service or death after s/he has met the age and service conditions for payment of a benefit under the 2009 DC Plan upon the same type of event. For purposes of this Section 9, benefits and installments are provided or payable “upon” an event such as a separation from service (however defined) or death if they would be considered to be provided or payable upon such event for purposes of Section 409A of the Code, including in particular and without limitation Treasury Regulation 1.409A-3(a) thereunder.

9.2 Time and Form of Benefits. Notwithstanding any provisions of this Plan other than this Section 9.2 relating to the time or form of payment of benefits except the Preamble, Section 5.5, Section 7 and Section 9.3, and subject to Section 9.1, if a Participant who was not a participant in the SSORP on or before July 22, 2009 also participates in the 2009 DC Plan (the first date, if any, on which such a Participant is both a Participant in this Plan and a participant in the 2009 DC Plan being hereafter referred to as the Participant’s “First Dual Participation Date”), any benefit payable to or in respect of the Participant under this Plan upon the Participant’s Separation from Service or death to which benefit this Section 9.2 applies in accordance with the provisions below of this Section 9.2, shall be paid in the form of installments, provided at the same time as installments would have been payable under the 2009 DC Plan upon a Separation from Service (as defined in that Plan) or death, assuming for this purpose (and it shall be assumed for this purpose) that the Participant (or the Participant’s Spouse, in the case of any benefit payable upon the Participant’s death) was entitled to benefits from the 2009 DC Plan, and any such benefit to which this Section 9.2 applies shall be paid in that form and at that time irrespective of any change after the Participant’s First Dual Participation Date in his or her status as a participant in the 2009 DC Plan. For the avoidance of doubt, under the 2009 DC Plan, the number of such installments will be five, and the time of payment of such installments will be as follows: in the case of any benefit payable to the Participant under this Plan upon Separation from Service (other than by death) to

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which benefit this Section 9.2 applies, the first installment is payable on the first day of the seventh month following Separation from Service (as defined in the 2009 DC Plan), unless the death of the Participant occurs after Separation from Service (as defined in the 2009 DC Plan) and prior to the date on which the first installment is paid, in which case the first installment is payable within 90 days after death, but not later than the latest date within such 90-day period on which the first installment that would have been paid to the Participant on account of Separation from Service (as defined in the 2009 DC Plan) if s/he had lived would have been considered timely under Treasury Regulation 1.409A-3(d); in the case of any benefit payable in respect of the Participant under this Plan upon Separation from Service by death to which benefit this Section 9.2 applies, the first installment is payable within 90 days after death; and in each case the last four installments are paid on anniversaries of the first installment payment. This Section 9.2 shall apply only to the following benefits payable to or in respect of the Participant under this Plan upon the Participant’s Separation from Service or death: (a) this Section 9.2 shall apply to any benefit payable to or in respect of the Participant under this Plan upon the Participant’s Separation from Service or death that is accrued after the calendar year in which the Participant’s First Dual Participation Date occurs, (b) if the Participant was not a Participant in this Plan before his or her First Dual Participation Date, this Section 9.2 shall also apply to any benefit payable to or in respect of the Participant under this Plan upon the Participant’s Separation from Service or death that is accrued in the calendar year in which the Participant’s First Dual Participation Date occurs, and (c) if the Participant was a Participant in this Plan before his or her First Dual Participation Date, and (i) the Participant’s First Dual Participation Date is in the same calendar year in which s/he became a Participant in this Plan or in January of the following calendar year, and (ii) the Participant did not accrue a benefit or defer compensation under a plan in any year (within the meaning of Treasury Regulation 1.409A-2(a)(7)(iii)) prior to the calendar year in which s/he became a Participant in this Plan, and (iii) the Participant’s base compensation did not exceed the compensation limit of Section 401(a)(17) of the Code before the calendar year in which s/he became a Participant in this Plan and his or her benefits under the SRIP were not limited by Section 415 of the Code before the calendar year in which s/he became a Participant in this Plan, then this Section 9.2 shall also apply to any benefit payable to or in respect of the Participant under this Plan upon the Participant’s Separation from Service or death that is accrued in the calendar year in which the Participant’s First Dual Participation Date occurs and, if the Participant’s First Dual Participation Date is in January of the calendar year immediately following the calendar year in which s/he became a Participant in this Plan, shall also apply to any benefit payable to or in respect of the Participant under this Plan upon the Participant’s Separation from Service or death that was accrued in the calendar year in which the Participant became a Participant in this Plan; provided, however, that clause (iii) of this sentence shall not apply if the Participant becomes a Participant in this Plan in 2009. Within the meaning of the preceding sentence (other than clause (c)(ii) thereof), all benefits payable to or in respect of a Participant under this Plan upon the Participant’s Separation from

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Service or death are “accrued” on or after the date on which the Participant becomes a Participant in this Plan, including any such benefits which are based in whole or in part on the Participant’s service or compensation before that date. Any provision above of this Section 9.2 to the contrary notwithstanding, in no event shall this Section 9.2 apply to any benefit with respect to which a timely initial deferral election cannot be made by the service recipient under Treasury Regulation 1.409A-2(a)(2) on a Participant’s First Dual Participation Date. In no event shall any installments be paid pursuant to this Section 9.2 (or otherwise) unless the minimum criteria for receipt of benefits under this Plan have been satisfied by the Participant, or the Committee or the Board (or a written agreement approved by the Committee or the Board) provides for payment thereof, nor shall any installments be paid pursuant to this Section 9.2 (or otherwise) upon a Separation from Service or death after the Participant satisfies the requisite age and service conditions for payment of a benefit under the 2009 DC Plan upon the same event as the event upon which the installments in question would otherwise be payable hereunder. The amount of the installments payable pursuant to this Section 9.2 upon the Participant’s Separation from Service or death shall be determined as follows:

Step 1. Determine the monthly benefit payable to the Participant upon the Participant’s Separation from Service on the date in question under Section 4 (or, in the case of a Separation from Service by death, the monthly benefit that would have been payable to the Participant under Section 4 if the Separation from Service on the date in question had been other than by death), including both benefits to which this Section 9.2 applies and any benefits to which this Section 9.2 does not apply, assuming for purposes of this Step 1 (and it shall be assumed for purposes of this Step 1) that the Participant were receiving his or her benefit under Section 4 in the form of a single life annuity commencing as of the Benefit Commencement Date that would apply in the Participant’s case under Section 4.1 or Section 4.2 if the Participant were receiving his or her benefit under Section 4 in that form. Subtract the portion of the monthly benefit which is not a benefit to which Section 9.2 applies (determined in accordance with the provisions above of this Section 9.2, including in particular and without limitation clauses (a), (b) and (c) thereof), and then multiply the remainder by twelve (12).

Step 2. If the Participant had a Separation from Service prior to his or her 55^th birthday, multiply the amount determined at the end of Step 1 by a single life annuity factor based on the Participant’s age on the first day of the month following the date on which the Participant had a Separation from Service (or, in the case of the Participant’s death before the first day of that month, the age the Participant would have been on the first day of that month) and the Participant’s age on the Benefit Commencement Date determined under Section 4.1 (or, in the case of the Participant’s death before that Benefit Commencement Date, the age the Participant would

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have been on that Benefit Commencement Date). If the Participant had a Separation from Service on or after his or her 55^th birthday, multiply the amount determined at the end of Step 1 by a single life annuity factor based on the Participant’s age on the first day of the month following the date on which the Participant had a Separation from Service (or, in the case of the Participant’s death before the first day of that month, the age the Participant would have been on the first day of that month). In each case, the annuity factor shall be based on an interest rate equal to the discount rate and any other assumptions used by the Company to value pension liabilities under this Plan for the financial statements of the Company last disclosed before the computation hereunder is made (unless a remeasurement of the pension liabilities has taken place since that time, in which case the remeasurement assumptions shall be used).

Step 3. Treat the lump sum amount determined in Step 2 as the opening balance in a hypothetical account to be used to pay the installments to the Participant. Hypothetical interest shall be credited to the account on the last day of each calendar month (through the month that next precedes the last installment payment) by multiplying one-twelfth of the Wall Street Journal prime rate in effect on such day by the account balance as of the last day of the immediately preceding month.

Step 4. Pay the installments referred to in Step 3 to the Participant at the times indicated in the second sentence of this Section 9.2 for Separation from Service (other than by death), with the installments equal to the applicable percentage below multiplied by the hypothetical account as of the last day of the month before the month in which payment occurs (after crediting interest until such date):

Installment	Percentage
First	20	%
Second	25	%
Third	33 1/3	%
Fourth	50	%
Fifth	100	%

If the Participant dies on or after the date on which the Participant has a Separation from Service and prior to the date on which the first installment is paid to the Participant, pay the Spouse five installments at the times indicated in the second sentence of this Section 9.2 for Separation from Service by death or, if applicable, for death after Separation from Service and prior to the date on which the first installment is paid, with the installments equal to the applicable percentage in the table above multiplied by 50% of the hypothetical account as of the last day of the month before the month in which payment occurs (after crediting interest until such date).

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If a Participant who is entitled to installments hereunder dies after receipt of the first installment and before receipt of the fifth installment, any installment(s) remaining unpaid at death shall be paid, at the same time(s) that such installment(s) would have been paid to the Participant, to a Beneficiary who is determined consistent with the provisions of Section 5.4 hereof. However, if such Beneficiary dies after s/he receives the first of such remaining installments, and before s/he receives the last of such remaining installments, then, notwithstanding any provision above of this Section 9.2 to the contrary, any installment(s) remaining unpaid on the date of death of the Beneficiary shall thereupon cease to be payable, and any benefits to which this Section 9.2 applies shall thereupon be deemed to have been paid in full. If a Spouse who is entitled to installments hereunder dies before s/he receives all five installments, then, notwithstanding any provision above of this Section 9.2 to the contrary, any installment(s) remaining unpaid on the date of death of the Spouse shall thereupon cease to be payable, and any benefits to which this Section 9.2 applies shall thereupon be deemed to have been paid in full. For the avoidance of doubt, (A) a Spouse is entitled to installments hereunder if (and only if) a Participant who is entitled to installments hereunder dies prior to the date any benefits under this Plan have actually commenced, (B) the amount of the installments payable to the Spouse is to be determined in accordance with the second sentence of Step 4 above, (C) the first of such installments is payable to the Spouse within 90 days after the Participant’s death unless the Participant dies after Separation from Service (as defined in the 2009 DC Plan) and prior to the date on which the first installment is paid, in which case the first installment is payable to the Spouse within 90 days after death, but not later than the latest date within such 90-day period on which the first installment that would have been paid to the Participant on account of Separation from Service (as defined in the 2009 DC Plan) if s/he had lived would have been considered timely under Treasury Regulation 1.409A-3(d), and (D) the four other installments are payable to the Spouse on anniversaries of the first installment payment.

9.3 Exception to Section 9.2. If a Participant in this Plan who was not a participant in the SSORP on or before July 22, 2009 also participates in the 2009 DC Plan and was not a Participant in this Plan before his or her First Dual Participation Date, but under Section 6.1(C) of a Severance Agreement with the Company that was entered into at any time before the date on which s/he became a participant in the 2009 DC Plan (the “2009 DC Plan Participation Date”) would have been deemed to have been participating in this Plan before the 2009 DC Plan Participation Date if Severance Payments had been payable pursuant to Section 6.1 of that Agreement before that date, (and whether or not s/he would have been deemed to have been vested in this Plan before the 2009 DC Plan Participation Date under said Section 6.1(C), and whether or not any benefits would have been payable thereunder in respect of benefits deemed to have been accrued under this Plan before that date), and if the time and form of payment (within the meaning of the Treasury Regulations under Section 409A of the Code) of any benefits that

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would have been deemed to have been accrued under this Plan pursuant to and within the meaning of said Section 6.1(C) before the Participant’s First Dual Participation Date, would have been determined pursuant to said Section 6.1(C) in accordance with the provisions of this Plan other than Section 9.2 (any such benefits the time and form of payment of which would have been determined pursuant to said Section 6.1(C) in accordance with the provisions of this Plan other than Section 9.2 being hereafter referred to as a “Pre-2009 DC Plan Accrual”), then, notwithstanding the provisions of Section 9.2 (including in particular and without limitation clause (b) thereof), Section 9.2 shall not apply to any benefit payable to or in respect of the Participant under this Plan upon the Participant’s Separation from Service or death that is accrued under this Plan in the calendar year in which the Participant’s First Dual Participation Date occurs, and that is attributable to the same period of service and compensation prior to that date to which the Pre-2009 DC Plan Accrual is attributable, nor shall Section 9.2 apply, if the Participant was not participating in either this Plan or the 2009 DC Plan before the First Dual Participation Date (i.e., if the Participant became a Participant in this Plan and a participant in the 2009 DC Plan on the same date), to any benefit payable to or in respect of the Participant under this Plan upon the Participant’s Separation from Service or death that is accrued under this Plan in the calendar year in which the Participant’s First Dual Participation Date occurs, and that is attributable to the Participant’s service in, and compensation in or for, the period from the First Dual Participation Date to the close of the calendar year in which the First Dual Participation Date occurs; instead, the time and form of payment of any such benefit payable to or in respect of the Participant under this Plan shall be determined in accordance with the provisions of this Plan other than Section 9.2.

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EX-10.4

Exhibit 10.4

CONSULTING AGREEMENT

CONSULTING AGREEMENT (the “Agreement”), made and entered into as of this 22nd day of February, 2010, by and between Barnes Group Inc., a Delaware corporation (the “Company”), and Francis C. Boyle, Jr., an individual residing at 82 Teeter Rock Road, Trumbull, Connecticut 06611 (the “Consultant”).

WITNESSETH:

WHEREAS, the Consultant has retired from the Company and terminated his employment, as of February 28, 2010, after more than 31 years of service most recently as Vice President, Finance and Chief Accounting Officer of the Company during which he has obtained valuable institutional knowledge about the Company and, in particular, its financial and accounting functions; and

WHEREAS, the Company desires the services of the Consultant to access his knowledge of the history of the Company’s financial and accounting functions and its operations, and the Consultant desires to provide such services to the Company, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby mutually covenant and agree as follows:

1. Term. The Agreement’s term is the period beginning on the date hereof and ending on August 31, 2010, subject to earlier termination as provided in Paragraph 9 below (the “Term”).

2. Consulting Services. During the Term, the Consultant shall, upon request, provide information and advice to the executive officers of the Company including, without limitation, the Senior Vice President, Finance and Chief Financial Officer (the “CFO”), the Vice President, Controller, the President and Chief Executive Officer (the “CEO”) and the Senior Vice President, General Counsel and Secretary, relative to his professional knowledge and expertise in the fields of finance and accounting, and his firsthand knowledge of the recent execution of the Company’s financial and accounting, functions and to provide such other services as he and the CFO shall mutually agree (the “Consulting Services) in a good and workmanlike manner. By way of illustration and not limitation, the Consulting Services may include counsel in preparing for meetings of the Audit and Finance Committees of the Board of Directors of the Company, advice and information about historical practices, policies and businesses of the Company, and assisting the Vice President, Controller in addressing unusual or complex issues. Subject to the mutual agreement of the CFO and the Consultant, the Consultant shall not be required to be present at the Company’s Corporate Office or any other location of the

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Company, or to travel to accomplish the Consulting Services. The Consultant shall make good faith efforts to be available not more than 20 hours per week for the performance of the Consulting Services; provided, that the hours of Consulting Services shall not exceed, in the aggregate during the Term, more than 20 percent of the average level of bona fide services performed by the Consultant when he was an employee of the Company during the 36-month period immediately prior to his retirement.

3. Consulting Fee; Expenses.

a. During the Term, the Consultant shall be paid $20,000 per month (the “Consulting Fee”) for his availability to perform the Consulting Services (the “Consulting Fee”), regardless of the number of hours worked, if any. The Consultant shall not be paid for travel time unless he is actively providing the Consulting Services then.

b. The Company shall reimburse the Consultant for reasonable out-of-pocket expenses incurred in the performance of the Consulting Services. The Company shall provide reasonable office support for the Consultant. Office overhead expenses, including without limitation rent, salaries and benefits for office support staff, and supplies shall not be reimbursed. The Consultant shall use the services of the Company’s travel office for travel in connection with the Consulting Services, unless he obtains a better price for transportation or lodging expenses. The Consultant shall not be obligated to seek more advantageous prices than those obtained through the Company’s travel office.

c. The Company shall provide to the Consultant a Form 1099 for all income received during each calendar year or any portion thereof during the Term. Consultant shall be responsible for payment of all federal, state and local taxes and contributions imposed or required under applicable unemployment insurance, employment and income tax laws.

d. The payments made under this Section 3 shall constitute the Consultant’s sole compensation for the Consulting Services rendered during the Term. Invoices shall be submitted to the Senior Vice President, Human Resources no less frequently than monthly and shall contain an accounting of services rendered and reimbursable expenses incurred during the applicable period.

4. Status as an Independent Contractor. It is expressly understood and agreed by the parties that the Consultant is engaged hereunder as an independent contractor. As an independent contractor, the Consultant shall not be entitled to any pension, bonus, profit-sharing, health or similar benefit which the Company may make available to its employees from time to time. Nothing contained herein shall be construed to make the Consultant an employee of the Company. The Consultant represents and warrants that he has and shall, for the Term, maintain adequate insurance coverage for property damage, and public and personal liability.

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5. Confidentiality; Trade Secrets. The Consultant acknowledges and agrees that any information constituting a trade secret or otherwise of a proprietary, secret or confidential nature of or relating to any business of the Company, including without limitation the business of any affiliate of the Company (“Affiliate”), (“Confidential Information”) acquired by the Consultant during his performance of the Consulting Services or known by the Consultant with respect to the businesses of the Company or any Affiliate prior to the commencement of the Term is the exclusive property of, and of great value to, the Company and its Affiliates. The Consultant shall safeguard the Confidential Information and agrees that without the prior written permission of the General Counsel, he shall not divulge to any person or entity (other than to officers, directors and employees of the Company and/or its Affiliates or in connection with the proper business and affairs of the Company and/or its Affiliates), either during the Term or at any time thereafter, any Confidential Information unless and to the extent (a) that said information becomes publicly known other than as a result of the Consultant’s acts or omissions to act, or (b) as may be required by applicable law or in connection with any investigation, suit or other proceeding before any court, tribunal, arbitration proceeding or agency having competent jurisdiction thereover; provided, however, that the Consultant shall use his best efforts to provide the Company with adequate and timely written notice so as to enable the Company to seek a protective order or other appropriate relief. As used herein, Confidential Information may include, but is not limited to, the names of suppliers, customers, or employees of the Company and any Affiliate, the fees the Company and/or any Affiliate obtains or has obtained for services, financial information, computer programs, marketing plans, pricing information, the existence or terms of any discussions or negotiations concerning any transaction proposed by the Company and/or Affiliate, the Company’s manner of operation or plans, processes, and data of any kind.

The Consultant acknowledges that with respect to Confidential Information, the Consultant’s relationship to the Company is fiduciary in nature, and that Confidential Information may be furnished, or otherwise made available to the Consultant by the Company, or may be developed by the Consultant incidental to the relationship of trust and confidence which by reason of the arrangement described herein exists between the Consultant and the Company. The disclosure of Confidential Information by the Company to the Consultant or the acquisition or development of Confidential Information by the Consultant shall not be deemed to impair its confidential nature.

6. Use and Return of Materials. All notes, memoranda, notebooks, drawings, records, lists of parties with past or present relationships with the Company, procedures, reports, files and/or documents, and materials related to the confidential information or intellectual property of the Company, including, without limitation, all rights, title and interest to patents, trademarks, service marks, trade names, copyrights, mask works, inventions, processes, trade secrets, know-how, confidentiality agreements, consulting agreements, software and any

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documentation relating to the financial or accounting policies, practices or plans that come into the Consultant’s possession or control by reason of the Consultant’s performance of the Consulting Services hereunder, whether prepared by the Consultant or others (a) are the property of the Company, (b) will not be used by the Consultant in any way adverse to the Company or any Affiliate, or for the benefit of the Consultant (beyond the terms of his Consulting Services), (c) will not be removed from the Company’s premises (except as necessary or advisable for the Consultant to perform the Consulting Services hereunder), and (d) at the termination of the Consulting Services, or upon request by the Company, will be left with or forthwith returned by the Consultant to the Company.

The Consultant shall promptly disclose to the Company all such notes, memoranda, notebooks, drawings, records, lists, procedures, reports, files, documents and materials created by Consultant as a result of performing the Consulting Services. If the Consultant first conceives, reduces to practice, makes or develops in the course of the Consulting Services, any inventions, discoveries or improvements (collectively called “inventions”), the Consultant hereby agrees to irrevocably assign to the Company all of his right, title and interest in and to such inventions.

7. Non-Competition/Non-Solicitation Covenant. The Consultant recognizes that the services to be performed by the Consultant hereunder are special, unique and extraordinary. Accordingly, for all purposes hereunder or in respect hereof, the Consultant agrees that during the Term, the Consultant shall not, without the Company’s prior written consent which may be withheld for any reason or no reason: (a) directly or indirectly, own, manage, operate, control or participate in any manner in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, principal, consultant, agent or otherwise with, or have any financial interest in, or aid or assist any Person in any business or line of business in substantially the same fields of business as the Company’s, provided, however, that if the Consultant owns less than five percent (5%) of the outstanding stock of any publicly traded corporation, the Consultant shall not be deemed, solely by reason of such ownership, to own, manage, operate, control, participate in, be connected with, have any financial interest in, or so aid or assist any Person in, the business of such corporation, (b) directly or indirectly, offer for sale or sell goods or solicit or provide services in substantially the same fields of business as the Company to any Person who or which is a competitor of the Company, or (c) directly or indirectly, solicit the employment of or employ any person who was an employee of the Company, or its successors or assigns, at any time during the one (1) year preceding any such solicitation. The provisions of this Section 7 shall survive termination of this Agreement. For purposes of this Agreement, “Person” shall mean and include an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company or partnership, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).

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8. Enforcement of Covenants. In the event the Consultant materially breaches or, in the good faith judgment of the Company, is alleged to have materially breached, any provision of this Agreement, the Company shall have the right to enforce such covenants through an action at law or in equity, including obtaining a preliminary or permanent injunction against any future breach, and specific performance, of said covenants, together with such other rights and remedies as may be available to the Company at law or in equity.

9. Termination. The Company may immediately terminate this Agreement and cancel any additional payments due to the Consultant under this Agreement if: (a) the Consultant’s misconduct or material failure to perform the Consulting Services under this Agreement has injured the Company (or its Affiliates), financially or otherwise, and the Consultant has not cured such misconduct or failure within thirty (30) days of written notice from the Company; (b) the Consultant has been convicted of a felony; or (c) the Consultant dies or becomes disabled. Either party may terminate this Agreement effective sixty (60) days after giving written notice to that effect to the other party. The Company shall, upon receipt of an invoice therefor, pay the Consultant for hours worked up to 20 hours per week and reimbursable expenses incurred in accordance with this Agreement through the Termination Date.

10. Successors. This Agreement and all rights of the Company hereunder shall inure to the benefit of and be enforceable by the Company and its Affiliates, successors and assigns. This Agreement and any compensation payable hereunder to the Consultant shall not be assignable by the Consultant without the prior written consent of the Company.

11. Enforceability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof is declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

12. Amendment. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

13. Governing Law. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to the conflict of law principles thereof. Any action relating, or incident, to this Agreement shall be brought in, and the parties hereto consent to the jurisdiction of, a federal or state court in the State of Connecticut.

14. Notice. All notices, requests, demands, claims and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given two (2) business days after it is sent by registered or certified U.S. mail, return receipt requested, postage

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prepaid, or upon delivery by personal delivery, expedited or overnight courier or messenger service, or, if sent by facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, or, if sent by electronic mail, the earlier of two (2) business days after it is sent or when receipt thereof has been acknowledged, in each case addressed to the intended recipient as set forth below:

(a)	if to Consultant, to:	Francis C. Boyle, Jr.
		82 Teeter Rock Road
		Trumbull, CT 06611
(b)	if to the Company, to:	Barnes Group Inc.
		123 Main Street
		Bristol, CT 06010
	Attention:	Dawn N. Edwards
	Facsimile No.:	401-228-0378
	Email Address:	DEdwards@BGInc.com

or to such other address as either party may designate by notice hereunder to the other.

15. Waivers and Consents. No failure to exercise and no delay in exercising, on the part of the Company or the Consultant, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exclusive exercise of any other right, power or remedy. The rights provided are cumulative and not exclusive of any rights provided by law.

16. Survival. The expiration of the Term or earlier termination of this Agreement shall not relieve the parties of any of their respective obligations under this Agreement except the Consultant’s obligation to perform further services for the Company and the Company’s obligation to pay for any such further services. All of the parties’ other obligations under this Agreement shall survive such expiration of the Term or earlier termination of this Agreement.

17. Internal Revenue Code Section 409A. It is the Company’s and the Consultant’s understanding and intent that the date of the Consultant’s “termination of employment” and “separation from service,” within the meaning of Treasury Regulation Section 1.409A-1(h)(1) and any related guidance, is February 28, 2010. Further, the Company and the Consultant reasonably anticipate that the level of bona fide services that Consultant will perform for the Company will permanently decrease on and after March 1, 2010 and, for the Term in the aggregate, to no more than 20 percent of the average level of bona fide services performed by the Consultant as an employee over the 36-month period preceding March 1, 2010.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

BARNES GROUP INC.
By:	/s/ Dawn N. Edwards
Name:	Dawn N. Edwards
Title:	Senior Vice President, Human Resources
CONSULTANT
By:	/s/ Francis C. Boyle, Jr.
Name:	Francis C. Boyle, Jr.
Social Security No.:XXXX

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EX-10.5

Exhibit 10.5

CONSULTING AGREEMENT

CONSULTING AGREEMENT (the “Agreement”), made and entered into as of this 24th day of February, 2010, by and between Barnes Group Inc., a Delaware corporation (the “Company”), and Signe S. Gates, an individual residing at 47 Mollbrook Drive, Wilton, Connecticut 06897 (the “Consultant”).

WITNESSETH:

WHEREAS, the Consultant has retired from the Company and terminated her employment, as of March 31, 2010, after more than 10 years of service as the Senior Vice President, General Counsel and Secretary of the Company during which she has obtained valuable institutional knowledge about the Company and, in particular, its legal, health, safety and environmental (“HSE”) and stockholder relations functions; and

WHEREAS, the Company desires the services of the Consultant to facilitate her successor’s transition into the position of Senior Vice President, General Counsel and Secretary of the Company and to access her knowledge of the history of the Company’s legal, HSE and stockholder relations functions and their operations, and the Consultant desires to provide such services to the Company, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby mutually covenant and agree as follows:

1. Term. The Agreement’s term is the period beginning on the date hereof and ending on September 30, 2010, subject to earlier termination as provided in Paragraph 9 below (the “Term”).

2. Consulting Services. During the Term, the Consultant shall, upon request, provide information and advice to the executive officers of the Company including, without limitation, the Senior Vice President, General Counsel and Secretary (the “General Counsel”), the Senior Vice President, Human Resources, and the President and Chief Executive Officer (the “CEO”), relative to her professional knowledge and expertise in the field of law and her firsthand knowledge of the recent execution of the Company’s legal, HSE and stockholder relations functions and to provide such other services as she and the General Counsel shall mutually agree (the “Consulting Services) in a good and workmanlike manner. By way of illustration and not limitation, the Consulting Services may include counsel in preparing for meetings of the Board of Directors of the Company, advice and introduction to professional contacts, experts and service providers, and assisting the General Counsel in addressing unusual or complex issues relative to legal compliance. Subject to the mutual agreement of the General Counsel and the Consultant, the Consultant shall

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not be required to be present at the Company’s Corporate Office or any other location of the Company, or to travel to accomplish the Consulting Services. The Consultant shall make good faith efforts to be available not more than 20 hours per week for the performance of the Consulting Services; provided, that the hours of Consulting Services shall not exceed, in the aggregate during the Term, more than 20 percent of the average level of bona fide services performed by the Consultant when she was an employee of the Company during the 36-month period immediately prior to her retirement.

3. Consulting Fee; Expenses.

a. During the Term, the Consultant shall be paid $20,000 per month (the “Consulting Fee”) for her availability to perform the Consulting Services (the “Consulting Fee”), regardless of the number of hours worked, if any. The Consultant shall not be paid for travel time unless she is actively providing the Consulting Services then.

b. The Company shall reimburse the Consultant for reasonable out-of-pocket expenses incurred in the performance of the Consulting Services, including without limitation professional fees and taxes necessary to maintain her license to practice law during the Term and professional fees, subscriptions and memberships paid by the Company when the Consultant was employed by the Company. The Company shall provide reasonable office support for the Consultant. Office overhead expenses, including without limitation rent, salaries and benefits for office support staff, and supplies shall not be reimbursed. The Consultant shall use the services of the Company’s travel office for travel in connection with the Consulting Services, unless she obtains a better price for transportation or lodging expenses. The Consultant shall not be obligated to seek more advantageous prices than those obtained through the Company’s travel office.

c. The Company shall provide to the Consultant a Form 1099 for all income received during each calendar year or any portion thereof during the Term. Consultant shall be responsible for payment of all federal, state and local taxes and contributions imposed or required under applicable unemployment insurance, employment and income tax laws.

d. The payments made under this Section 3 shall constitute the Consultant’s sole compensation for the Consulting Services rendered during the Term. Invoices shall be submitted to the Senior Vice President, Human Resources no less frequently than monthly and shall contain an accounting of services rendered and reimbursable expenses incurred during the applicable period.

4. Status as an Independent Contractor. It is expressly understood and agreed by the parties that the Consultant is engaged hereunder as an independent contractor. As an independent contractor, the Consultant shall not be entitled to any pension,

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bonus, profit-sharing, health or similar benefit which the Company may make available to its employees from time to time. Nothing contained herein shall be construed to make the Consultant an employee of the Company. The Consultant represents and warrants that she has and shall, for the Term, maintain adequate insurance coverage for property damage, and public and personal liability.

5. Confidentiality; Trade Secrets. The Consultant acknowledges and agrees that any information constituting a trade secret or otherwise of a proprietary, secret or confidential nature of or relating to any business of the Company, including without limitation the business of any affiliate of the Company (“Affiliate”), (“Confidential Information”) acquired by the Consultant during her performance of the Consulting Services or known by the Consultant with respect to the businesses of the Company or any Affiliate prior to the commencement of the Term is the exclusive property of, and of great value to, the Company and its Affiliates. The Consultant shall safeguard the Confidential Information and agrees that without the prior written permission of the General Counsel, she shall not divulge to any person or entity (other than to officers, directors and employees of the Company and/or its Affiliates or in connection with the proper business and affairs of the Company and/or its Affiliates), either during the Term or at any time thereafter, any Confidential Information unless and to the extent (a) that said information becomes publicly known other than as a result of the Consultant’s acts or omissions to act, or (b) as may be required by applicable law or in connection with any investigation, suit or other proceeding before any court, tribunal, arbitration proceeding or agency having competent jurisdiction thereover; provided, however, that the Consultant shall use her best efforts to provide the Company with adequate and timely written notice so as to enable the Company to seek a protective order or other appropriate relief. As used herein, Confidential Information may include, but is not limited to, the names of suppliers, customers, or employees of the Company and any Affiliate, the fees the Company and/or any Affiliate obtains or has obtained for services, financial information, computer programs, marketing plans, pricing information, the existence or terms of any discussions or negotiations concerning any transaction proposed by the Company and/or Affiliate, the Company’s manner of operation or plans, processes, and data of any kind.

The Consultant acknowledges that with respect to Confidential Information, the Consultant’s relationship to the Company is fiduciary in nature, and that Confidential Information may be furnished, or otherwise made available to the Consultant by the Company, or may be developed by the Consultant incidental to the relationship of trust and confidence which by reason of the arrangement described herein exists between the Consultant and the Company. The disclosure of Confidential Information by the Company to the Consultant or the acquisition or development of Confidential Information by the Consultant shall not be deemed to impair its confidential nature.

6. Use and Return of Materials. All notes, memoranda, notebooks, drawings, records, lists of parties with past or present relationships with the Company, procedures,

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reports, files and/or documents, and materials related to the confidential information or intellectual property of the Company, including, without limitation, all rights, title and interest to patents, trademarks, service marks, trade names, copyrights, mask works, inventions, processes, trade secrets, know-how, confidentiality agreements, consulting agreements, software and any documentation relating to the legal, HSE or stockholder relations policies, practices or plans that come into the Consultant’s possession or control by reason of the Consultant’s performance of the Consulting Services hereunder, whether prepared by the Consultant or others (a) are the property of the Company, (b) will not be used by the Consultant in any way adverse to the Company or any Affiliate, or for the benefit of the Consultant (beyond the terms of his Consulting Services), (c) will not be removed from the Company’s premises (except as necessary or advisable for the Consultant to perform the Consulting Services hereunder), and (d) at the termination of the Consulting Services, or upon request by the Company, will be left with or forthwith returned by the Consultant to the Company.

The Consultant shall promptly disclose to the Company all such notes, memoranda, notebooks, drawings, records, lists, procedures, reports, files, documents and materials created by Consultant as a result of performing the Consulting Services. If the Consultant first conceives, reduces to practice, makes or develops in the course of the Consulting Services, any inventions, discoveries or improvements (collectively called “inventions”), the Consultant hereby agrees to irrevocably assign to the Company all of his right, title and interest in and to such inventions.

7. Non-Competition/Non-Solicitation Covenant. The Consultant recognizes that the services to be performed by the Consultant hereunder are special, unique and extraordinary. Accordingly, for all purposes hereunder or in respect hereof, the Consultant agrees that during the Term, the Consultant shall not, without the Company’s prior written consent which may be withheld for any reason or no reason: (a) directly or indirectly, own, manage, operate, control or participate in any manner in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, principal, consultant, agent or otherwise with, or have any financial interest in, or aid or assist any Person in any business or line of business in substantially the same fields of business as the Company’s, provided, however, that if the Consultant owns less than five percent (5%) of the outstanding stock of any publicly traded corporation, the Consultant shall not be deemed, solely by reason of such ownership, to own, manage, operate, control, participate in, be connected with, have any financial interest in, or so aid or assist any Person in, the business of such corporation, (b) directly or indirectly, offer for sale or sell goods or solicit or provide services in substantially the same fields of business as the Company to any Person who or which is a competitor of the Company, or (c) directly or indirectly, solicit the employment of or employ any person who was an employee of the Company, or its successors or assigns, at any time during the one (1) year preceding any such solicitation. The provisions of this Section 7 shall survive termination of this Agreement. For purposes of this Agreement, “Person” shall mean and include an individual, a partnership, a

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corporation, an association, a joint stock company, a limited liability company or partnership, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).

8. Enforcement of Covenants. In the event the Consultant materially breaches or, in the good faith judgment of the Company, is alleged to have materially breached, any provision of this Agreement, the Company shall have the right to enforce such covenants through an action at law or in equity, including obtaining a preliminary or permanent injunction against any future breach, and specific performance, of said covenants, together with such other rights and remedies as may be available to the Company at law or in equity.

9. Termination. The Company may immediately terminate this Agreement and cancel any additional payments due to the Consultant under this Agreement if: (a) the Consultant’s misconduct or material failure to perform the Consulting Services under this Agreement has injured the Company (or its Affiliates), financially or otherwise, and the Consultant has not cured such misconduct or failure within thirty (30) days of written notice from the Company; (b) the Consultant has been convicted of a felony; or (c) the Consultant dies or becomes disabled. Either party may terminate this Agreement effective sixty (60) days after giving written notice to that effect to the other party. The Company shall, upon receipt of an invoice therefor, pay the Consultant for hours worked up to 20 hours per week and reimbursable expenses incurred in accordance with this Agreement through the Termination Date.

10. Successors. This Agreement and all rights of the Company hereunder shall inure to the benefit of and be enforceable by the Company and its Affiliates, successors and assigns. This Agreement and any compensation payable hereunder to the Consultant shall not be assignable by the Consultant without the prior written consent of the Company.

11. Enforceability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof is declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

12. Amendment. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

13. Governing Law. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to the conflict of law principles thereof. Any action relating, or incident, to this Agreement shall be brought in, and the parties hereto consent to the jurisdiction of, a federal or state court in the State of Connecticut.

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14. Notice. All notices, requests, demands, claims and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given two (2) business days after it is sent by registered or certified U.S. mail, return receipt requested, postage prepaid, or upon delivery by personal delivery, expedited or overnight courier or messenger service, or, if sent by facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, or, if sent by electronic mail, the earlier of two (2) business days after it is sent or when receipt thereof has been acknowledged, in each case addressed to the intended recipient as set forth below:

(a)	if to Consultant, to:	Signe S. Gates
		47 Mollbrook Drive
		Wilton, CT 06897
(b)	if to the Company, to:	Barnes Group Inc.
		123 Main Street
		Bristol, CT 06010
	Attention:	Dawn N. Edwards
	Facsimile No.:	401-228-0378
	Email Address:	DEdwards@BGInc.com

or to such other address as either party may designate by notice hereunder to the other.

15. Waivers and Consents. No failure to exercise and no delay in exercising, on the part of the Company or the Consultant, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exclusive exercise of any other right, power or remedy. The rights provided are cumulative and not exclusive of any rights provided by law.

16. Survival. The expiration of the Term or earlier termination of this Agreement shall not relieve the parties of any of their respective obligations under this Agreement except the Consultant’s obligation to perform further services for the Company and the Company’s obligation to pay for any such further services. All of the parties’ other obligations under this Agreement shall survive such expiration of the Term or earlier termination of this Agreement.

17. Internal Revenue Code Section 409A. It is the Company’s and the Consultant’s understanding and intent that the date of the Consultant’s “termination of employment” and “separation from service,” within the meaning of Treasury Regulation Section 1.409A-1(h)(1) and any related guidance, is March 31, 2010. Further, the Company and the Consultant reasonably anticipate that the level of bona fide services that Consultant will perform for the Company will permanently decrease on and after April 1, 2010 and, for the Term in the aggregate, to no more

6

than 20 percent of the average level of bona fide services performed by the Consultant as an employee over the 36-month period preceding April 1, 2010.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

BARNES GROUP INC.
By:	/s/ Dawn N. Edwards
Name:	Dawn N. Edwards
Title:	Senior Vice President, Human Resources
CONSULTANT
By:	/s/ Signe S. Gates
Name:	Signe S. Gates
Social Security No.:XXXX

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EX-15

Exhibit 15

April 30, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our report dated April 30, 2010 on our review of interim financial information of Barnes Group Inc. for the three-month periods ended March 31, 2010 and March 31, 2009 and included in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2010 is incorporated by reference in its Registration Statement on Form S-8 (Nos. 002-56437, 333-27339, 333-88518, 333-133597, 333-140922, 333-150741 and 333-154701).

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Hartford, Connecticut

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Gregory F. Milzcik, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2010 of Barnes Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2010

/s/ GREGORY F. MILZCIK

Gregory F. Milzcik

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Christopher J. Stephens, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2010 of Barnes Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2010

/s/ CHRISTOPHER J. STEPHENS, JR.

Christopher J. Stephens, Jr.

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Barnes Group Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ GREGORY F. MILZCIK	/s/ CHRISTOPHER J. STEPHENS, JR.
Gregory F. Milzcik	Christopher J. Stephens, Jr.
President and Chief Executive Officer	Chief Financial Officer
April 30, 2010	April 30, 2010

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in the typed form within the electronic version of this written statement required by Section 906, has been provided to Barnes Group Inc. and will be retained by Barnes Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.