AMENDED AND RESTATED RESTRICTED STOCK UNIT 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.
RESTRICTED STOCK UNIT AWARD AGREEMENT executed in duplicate as of October 22, 2008 (the “ Grant Date
”), between Barnes Group Inc., a Delaware corporation (the “ Company ”), and Thomas J. Albani , a member of the Board of
Directors of the Company (the “ Holder ”)(the “ RSU Agreement ”), as amended and restated on December 31, 2008, effective
“ the Agreement ” or “ this
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
would change the time or form of payment of any amount that is payable under the RSU 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 and issuance of shares
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable
consideration, the parties hereto agree as follows:
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On each date on which a dividend (other than a Common Stock dividend) is paid to the holders of Common Stock the
record date of which falls during the period commencing