CERTIFICATE OF DESIGNATION
SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK
BARNES GROUP INC.
Pursuant to Section 151 of the General Corporation Law of the State of Delaware
Barnes Group Inc., a Delaware corporation (the "Corporation"), certifies that pursuant to the authority contained
in Article FOURTH of its Certificate of Incorporation, as amended, and in accordance with the provisions of
Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors has adopted the
following resolution creating a series of its Preferred Stock, par value $1 per share, designated as Series B
Cumulative Convertible Preferred Stock:
RESOLVED, that a series of the class of authorized Preferred Stock, par value $1 per share, of the Corporation
be hereby created, and that the designation and amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series, and the qualifications, limitations or
restrictions thereof, are as follows:
SECTION 1. Designation, Amount and Stated Value. The shares of such series shall be designated as the
"Series B Cumulative Convertible Preferred Stock" (the "Series B Preferred Stock") and the number of shares
constituting such series shall be 84,000 which number may be decreased (but not increased) by the Board of
Directors without a vote of stockholders; provided, however, that such number may not be decreased below the
number of then currently outstanding shares of Series B Preferred Stock. The Series B Preferred Stock shall
have a stated value of $250 per share (the "Stated Value").
SECTION 2. Dividends and Distributions.
(a) The holders of shares of Series B Preferred Stock, in preference to the holders of shares of the Common
Stock, par value $1 per share (the "Common Stock"), of the Corporation and of any other capital stock of the
Corporation ranking junior to the Series B Preferred Stock as to payment of dividends, shall be entitled to