BARNES GROUP INC.
STOCK AND INCENTIVE AWARD PLAN
as amended on December 31, 2008
The Plan as amended on December 31, 2008, which is set forth below, is intended to apply to Awards that are granted on or
after that date as well as to Awards that were granted before that date that are outstanding on that date (“Outstanding
Awards”), except for Outstanding Awards that were earned and vested (within the meaning of Treasury Regulation section
1.409A-6(a)(2)) on December 31, 2004 (“Grandfathered Awards”). Unless a Grandfathered Award is amended to incorporate by
reference the terms and conditions of the Plan as amended on December 31, 2008, Grandfathered Awards shall continue on and
after that date to be subject to the terms and conditions of the Plan as in effect before December 31, 2008, as if the Plan had not
been amended on that date.
The Plan as amended on December 31, 2008 is effective on that date. However, any provision of the Plan as so amended to
the contrary notwithstanding, if any provision of the Plan as so amended would change the time or form of payment of any
amount that is payable under the Plan as in effect before that date, such provision shall “apply only to amounts that would not
otherwise be payable in 2008” within the meaning of paragraph .02 of §3 of Notice 2006-79 as modified by Section 3.01(B)(1) of
Notice 2007-86, and shall be administered, interpreted and construed accordingly.
1. Purposes. The purposes of this Plan are (a) to provide competitive incentives that will enable the Company to attract, retain,
motivate and reward persons who render services that benefit the Company or other enterprises in which the Company has a
significant interest, and (b) to align the interests of such persons with the interests of the Company’s shareholders generally.
2. Definitions. Unless otherwise required by the context, the following terms, when used in this Plan, shall have the meanings
set forth in this Section 2.
(a) “Allied Enterprise” means a bus