AMENDED AND RESTATED
CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT
CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT executed in duplicate as of February 13, 2008 (the
“ Grant Date ”), between Barnes Group Inc., a Delaware corporation (the “ Company ”), and Gregory F. Milzcik, an employee of
the Company (the “ Holder ”)(the “ CDER Agreement ”), as amended and restated on December 31, 2008, effective January 1,
2009 (the CDER Agreement as so amended and restated being hereafter referred to as “ the Agreement ” or “ this Agreement ”).
The terms and conditions of the Agreement are set forth herein and shall apply on and after January 1, 2009. For the
avoidance of doubt, and any provision of this Agreement to the contrary notwithstanding, if any provision of this Agreement
(including in particular but without limitation any provision of Section 2 below) would change the time or form of payment of
any amount that is payable under the CDER Agreement, 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.
In accordance with the provisions of the Barnes Group Inc. Stock and Incentive Award Plan as amended and in effect
from time to time on and after the Grant Date (the “ Plan ”), the Compensation and Management Development Committee of the
Company’s Board of Directors (the “ Committee ”) has authorized the execution of this Agreement and the payment of the cash
compensation provided for therein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable
consideration, the parties hereto agree as follows:
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1. Grant of Contingent Dividend Equivalent Rights . Subject to the terms and conditions of this Agreement, the Company
hereby grants the Holder contingent dividend equivalent righ