BARNES GROUP INC.
Enhanced Life Insurance Program
As Amended and Restated Effective December 31, 2008
The Barnes Group Inc. Enhanced Life Insurance Program (the “Program”) was originally adopted effective October 1, 1992
and was previously amended effective May 16, 1997, December 30, 2007 and December 31, 2007.
In accordance with the Company’s unrestricted right to amend, modify, withdraw or add to any of the benefits, terms or
conditions of the Program at any time, the Company hereby amends and restates the Program effective December 31, 2008.
To the extent the Program is subject to the requirements imposed by Code section 409A on nonqualified deferred
compensation plans (and the applicable guidance issued thereunder), the Program is intended to comply with such
requirements and the terms of the Plan shall be interpreted consistently therewith.
The Program as amended and restated effective December 31, 2008 shall not apply to any amounts (including without
limitation taxable benefits) to be paid or provided pursuant to the provisions of the Program as in effect prior to December 30,
2007 that are “grandfathered” from Code section 409A (i.e., that constitute compensation to which Code section 409A does not
apply pursuant to Treasury Regulation section 1.409A-6 or any other applicable Treasury Department guidance)
(“Grandfathered Amounts”). Grandfathered Amounts shall be determined in accordance with, and be governed exclusively by,
the provisions of the Program as in effect before December 30,
2007. Effective December 31, 2008, any amounts, other than Grandfathered Amounts, to be paid or provided under the Program
shall be determined in accordance with, and be governed exclusively by, the Program as amended and restated effective
December 31, 2008, which is set forth herein.
Section 1. Purpose
The Enhanced Life Insurance Program (ELIP) is designed to replace the group term life insurance plan for salaried
employees in grades 20 and above (excluding officers)