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 , 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 ”), the Compensation and Management Development Committee of the
Company’s Board of Directors (the “ Committee ”) has authorized the execution of this Agreement. Capitalized terms used in
this Agreement and not otherwise defined herein shall have the same meaning as provided for in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable