BARNES GROUP INC.
AMENDED AND RESTATED
DIRECTORS' DEFERRED COMPENSATION PLAN
Section 1: Establishment of Plan This deferred compensation plan, originally effective December 1, 1987, as
amended and restated effective July 19, 1996, provides a means whereby Directors of the Company may defer
receipt of all or a portion of the compensation they earn in their capacity as a Director of the Company.
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 "Common Stock" shall mean the common stock, par value $1.00 per share, of the Company.
2.3 "Common Stock Unit" shall mean a unit representing one share of Common Stock.
2.4 "Company" shall mean Barnes Group Inc.
2.5 "Compensation" shall mean retainer fees earned for service as a Director of the Company, meeting
attendance fees earned for attending meetings of the Board of Directors or any of its committees, and amounts
payable to a Director pursuant to Section 5 of the Barnes Group Inc. Non-Employee Director Deferred Stock
Plan effective February 20, 1987.
2.6 "Deferred Compensation Accounts" shall mean, collectively, the Deferred Compensation Cash Account and
the Deferred Compensation Phantom Stock Account.
2.7 "Deferred Compensation Cash Account" shall mean the bookkeeping account which is credited with deferred
Compensation pursuant to Section 4.
2.8 "Deferred Compensation Phantom Stock Account" shall mean the bookkeeping account which is credited
with deferred Compensation pursuant to Section 5.
2.9 "Director" shall mean a member of the Board of Directors who is not employed by the Company.
2.10 "Fair Market Value" on a specified day shall mean the closing price of the Common Stock as reported on
the New York Stock Exchange, or if no sale of the Common Stock was so reported on that date, on the next
preceding day on which there was such a sale.