AMENDED AND RESTATED PERFORMANCE SHARE AWARD AGREEMENT
PURSUANT TO THE BARNES GROUP INC.
STOCK AND INCENTIVE AWARD PLAN
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933.
PERFORMANCE SHARE AWARD 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 “ PSA Agreement ”), as amended and restated on December 31, 2008, effective January 1, 2009 (the PSA
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 3 below) would change the time or form of payment of
any amount that is payable under the PSA 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 ”), and in fulfillment of the Company’s obligations under Section 6.2(v),
Section 6.3 and Section 6.4 of the Employment Agreement dated October 19, 2006 between the Company and the Holder (the “
Employment Agreement ”) as in effect on the Grant Date, the Compensation and Management Development Committee of the
Company’s Board of Directors (the “ Committee ”) has authorized the execution of this Agreement. Capitalized te