BARNES GROUP INC.
NON-EMPLOYEE DIRECTOR DEFERRED STOCK PLAN
Section 1: Establishment of Plan
There is hereby established a plan effective February 20, 1987 whereby Directors of the Company can share in
the long-term growth of the Company by acquiring an ownership interest in the Company (the "Plan").
Section 2: Definitions
When used in this Plan, the following terms shall have the definitions set forth in this section:
2.1 "Board of Directors" shall mean the Board of Directors of Barnes Group Inc.
2.2 "Company" shall mean Barnes Group Inc.
2.3 "Director" shall mean a member of the Board of Directors who is not an employee of the Company.
2.4 "shares of stock" or "shares" shall mean shares of the common stock of Barnes Group Inc.
Section 3: Deferred Stock Grant
3.1 Each current Director and, upon election, each newly elected Director, and each person who continues as a
Director subsequent to the Annual Meeting of Stockholders following his/her retirement as an employee of the
Company, is hereby granted the right to receive 2,000 shares of stock on the date or dates set forth in Section 4
hereof. A Director shall have no rights as a stockholder of the Company with respect to any of these shares until
the shares are delivered to the Director pursuant to Section 4 hereof.
3.2 The number of shares granted or to be granted to Directors hereunder shall be adjusted for any stock splits,
stock dividends, recapitalization or corporate reorganizations.
3.3 The right of a Director to receive shares under the Plan may not be assigned or transferred except by will or
applicable laws of descent and distribution.
Section 4: Delivery of Shares
4.1 The shares granted under the Plan shall be delivered to each Director and transferred on the books of the
Company either on the first business day of the month immediately following his/her termination as a Director (the
"Delivery Date") or, at the election of the Director, five years after the Delivery Date or in five annu