BARNES GROUP INC (Form: 10-Q, Received: 04/29/2011 12:41:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4801

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)



Delaware			06-0247840
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

123 Main Street, Bristol, Connecticut			06010
(Address of Principal Executive Offices)			(Zip Code)

(860) 583-7070

Registrant's telephone number, including area code

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer S	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had outstanding 54,456,457 shares of common stock as of April 27, 2011.

Barnes Group Inc.

Index to Form 10-Q

For the Quarterly Period Ended March 31, 2011



		Page
Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Consolidated Statements of Income for the three months ended March 31, 2011 and 2010	3
	Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010	5
	Notes to Consolidated Financial Statements	6
	Report of Independent Registered Public Accounting Firm	13

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	23

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 6.	Exhibits	25

	Signatures	26
	Exhibit Index	27

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BARNES GROUP INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)



	Three months ended March 31,
	2011		2010
Net sales	$	318,754	$	278,137

Cost of sales	203,175		178,023
Selling and administrative expenses	86,130		80,447
	289,305		258,470
Operating income	29,449		19,667

Interest expense	3,668		5,118
Other expense (income), net	505		324
Income before income taxes	25,276		14,225

Income taxes	6,204		2,396
Net income	$	19,072	$	11,829

Per common share:
Net income:
Basic	$	0.35	$	0.21
Diluted	0.34		0.21
Dividends	0.08		0.08

Weighted average common shares outstanding:
Basic	54,715,953		55,393,625
Diluted	55,603,892		55,965,287

See accompanying notes.

BARNES GROUP INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)



	March 31, 2011			December 31, 2010
Assets
Current assets
Cash and cash equivalents	$	16,827		$	13,450
Accounts receivable, less allowances (2011 - $5,065; 2010 - $5,026)	230,050			197,715
Inventories	217,313			216,382
Deferred income taxes	7,165			10,449
Prepaid expenses and other current assets	13,371			12,212
Total current assets	484,726			450,208

Deferred income taxes	41,078			42,722

Property, plant and equipment	627,764			611,055
Less accumulated depreciation	(402,579		)	(392,621		)
	225,185			218,434

Goodwill	393,394			384,241
Other intangible assets, net	289,291			290,798
Other assets	17,188			16,854
Total assets	$	1,450,862		$	1,403,257

Liabilities and Stockholders' Equity
Current liabilities
Notes and overdrafts payable	$	4,568		$	4,930
Accounts payable	98,268			98,191
Accrued liabilities	75,588			86,602
Long-term debt - current	93,272			93,141
Total current liabilities	271,696			282,864

Long-term debt	280,076			259,647
Accrued retirement benefits	108,140			112,886
Other liabilities	36,239			35,741

Commitments and contingencies (Note 12)
Stockholders' equity
Common stock - par value $0.01 per share Authorized: 150,000,000 shares Issued: at par value (2011 - 57,128,319 shares; 2010 - 56,518,417 shares)	571			565
Additional paid-in capital	288,084			278,287
Treasury stock, at cost (2011 - 2,721,431 shares; 2010 - 2,691,215 shares)	(45,002		)	(44,379		)
Retained earnings	528,896			514,240
Accumulated other non-owner changes to equity	(17,838		)	(36,594		)
Total stockholders' equity	754,711			712,119

Total liabilities and stockholders' equity	$	1,450,862		$	1,403,257

See accompanying notes.

BARNES GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)



	Three months ended March 31,
	2011			2010
Operating activities:
Net income	$	19,072		$	11,829
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	14,034			12,671
Amortization of convertible debt discount	610			1,389
Gain on disposition of property, plant and equipment	(104		)	(54		)
Stock compensation expense	2,102			1,777
Withholding taxes paid on stock issuances	(624		)	(71		)
Changes in assets and liabilities:
Accounts receivable	(25,739		)	(17,193		)
Inventories	1,561			(1,578		)
Prepaid expenses and other current assets	(413		)	(3,940		)
Accounts payable	120			8,225
Accrued liabilities	(12,518		)	(793		)
Deferred income taxes	5,269			314
Long-term retirement benefits	(6,636		)	(5,575		)
Other	(1,385		)	756
Net cash (used) provided by operating activities	(4,651		)	7,757

Investing activities:
Proceeds from disposition of property, plant and equipment	114			64
Capital expenditures	(12,488		)	(5,868		)
Other	(3,211		)	(785		)
Net cash used by investing activities	(15,585		)	(6,589		)

Financing activities:
Net change in other borrowings	(526		)	(3,062		)
Payments on long-term debt	(60,489		)	(78,593		)
Proceeds from the issuance of long-term debt	80,300			80,900
Proceeds from the issuance of common stock	7,759			2,419
Dividends paid	(4,351		)	(4,396		)
Excess tax benefit on stock awards	492			—
Other	(83		)	(56		)
Net cash provided (used) by financing activities	23,102			(2,788		)

Effect of exchange rate changes on cash flows	511			(454		)
Increase (decrease) in cash and cash equivalents	3,377			(2,074		)
Cash and cash equivalents at beginning of period	13,450			17,427
Cash and cash equivalents at end of period	$	16,827		$	15,353

See accompanying notes.

BARNES GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All dollar amounts included in the notes are stated in thousands except per share data.)

(Unaudited)

1. Summary of Significant Accounting Policies

The accompanying unaudited consolidated balance sheet and the related unaudited consolidated statements of income and cash flows have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated financial statements do not include all information and notes required by generally accepted accounting principles for complete financial statements. The balance sheet as of December 31, 2010 has been derived from the 2010 financial statements of Barnes Group Inc. (the “Company”). For additional information, please refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 . In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three-month period ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011 . Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

2. Net Income Per Common Share

For the purpose of computing diluted net income per share, the weighted-average number of shares outstanding is increased for the potential dilutive effects of stock-based incentive plans and convertible senior subordinated notes. For the purpose of computing diluted net income per share, the weighted-average number of shares was increased by 887,939 and 571,662 for the three-month periods ended March 31, 2011 and 2010 , respectively, to account for the potential dilutive effect of stock-based incentive plans. There were no adjustments to net income for the purposes of computing income available to common stockholders for those periods.

The calculation of weighted-average diluted shares outstanding excludes all shares that would have been anti-dilutive. During the three-month period s ended March 31, 2011 and 2010 , the Company excluded 1,144,683 and 2,006,255 stock options, respectively, from the calculation of weighted average diluted shares outstanding as the stock options would have been anti-dilutive.

The Company granted 379,900 stock options, 109,989 restricted stock unit awards and 79,500 performance share awards in February 2011 as part of its annual grant award. All of the stock options and the restricted stock unit awards vest upon meeting certain service conditions. The restricted stock unit awards are included in basic average common shares outstanding as they contain nonforfeitable rights to dividend payments. The performance share awards are part of a new long-term Relative Measure Program, which is designed to assess the long-term Company performance relative to the performance of companies included in the Russell 2000 Index. The performance goals are independent of each other and based on three metrics, the Company's total shareholder return ("TSR"), basic earnings per share growth and operating income before depreciation and amortization growth (weighted equally). The participants can earn from zero to 250% of the target award and the award includes a forfeitable right to dividend equivalents, which are not included in the aggregate target award numbers. The fair value of the TSR performance awards was determined using a Monte Carlo simulation as the award contains a market condition.

In the first quarter of 2011 , the Company, through the trustee of its 3.75% convertible senior subordinated notes due in August 2025 (the "3.75% Convertible Notes"), provided notice to note holders that the Company exercised its right to redeem the remaining $92,500 principal amount of these notes under their indenture agreement, effective April 5, 2011. The Company has elected to pay cash to holders of the 3.75% Convertible Notes surrendered for conversion, including the value of any residual shares of common stock that might be payable to the holders electing to convert their notes into an equivalent share value. Accordingly, the potential shares issuable for the 3.75% Convertible Notes were not included in either basic or diluted average common shares outstanding for the three-month period ended March 31, 2011 as the notes will be settled in cash. For the three-month period ended March 31, 2010, there were no potential shares issuable under the notes as the notes would have been anti-dilutive under the net share settlement method.

The 3.375% convertible senior subordinated notes due in March 2027 (the “3.375% Convertible Notes”) are convertible, under certain circumstances, into a combination of cash and common stock of the Company. The conversion price as of March 31, 2011 was approximately $28.31 per share of common stock. The dilutive effect of the notes is determined based on the average closing price of the Company's stock for the last 30 trading days of the quarter as compared to the conversion price of the notes. Under the net share settlement method, there were no potential shares issuable under the notes as the notes would have been anti-dilutive for the three-month period s ended March 31, 2011 and 2010 .

3. Comprehensive Income

Comprehensive income includes all changes in equity during a period except those resulting from the investments by, and distributions to, stockholders. For the Company, comprehensive income for the period includes net income and other non-owner changes to equity, net of taxes.

Statements of Comprehensive Income

(Unaudited)



	Three months ended March 31,
	2011		2010
Net income	$	19,072	$	11,829
Unrealized gain on hedging activities, net of tax of $198 and $97, respectively	288		119
Foreign currency translation adjustments, net of tax of $1,493 and $(234), respectively	18,146		(11,137		)
Defined benefit pension and other postretirement plans, net of tax of $425 and $146, respectively	322		1,104
Comprehensive income	$	37,828	$	1,915

4. Inventories

The components of inventories consisted of:



	March 31, 2011		December 31, 2010
Finished goods	$	126,813	$	127,254
Work-in-process	57,272		57,784
Raw material and supplies	33,228		31,344
	$	217,313	$	216,382

5. Goodwill and Other Intangible Assets

Goodwill:

The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company for the period ended March 31, 2011 :



	Logistics and Manufacturing Services		Precision Components		Total Company
January 1, 2011	$	163,988	$	220,253	$	384,241
Foreign currency translation	2,630		6,523		9,153
March 31, 2011	$	166,618	$	226,776	$	393,394

Other Intangible Assets:

Other intangible assets consisted of:



		March 31, 2011					December 31, 2010
	Range of Life -Years	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Amortized intangible assets:
Revenue sharing programs	Up to 30	$	293,700	$	(38,363	)	$	293,700	$	(36,318	)
Customer lists/relationships	10	28,578		(18,742		)	28,578		(17,974		)
Patents, trademarks/trade names	5-30	22,746		(12,662		)	22,746		(12,120		)
Other	Up to 15	11,936		(3,425		)	10,405		(3,099		)
		356,960		(73,192		)	355,429		(69,511		)
Foreign currency translation		5,523		—			4,880		—
Other intangible assets		$	362,483	$	(73,192	)	$	360,309	$	(69,511	)

Amortization of intangible assets is expected to increase from approximately $15,500 in 2011 to $18,500 in 2015.

6. Debt

The Company's debt agreements contain financial covenants that require the maintenance of interest coverage and leverage ratios. The Company is in compliance with its debt covenants as of March 31, 2011 , and closely monitors its future compliance based on current and anticipated future economic conditions.

The 3.375% Convertible Notes are subject to redemption at their par value at any time, at the option of the Company, on or after March 20, 2014. The note holders may also require the Company to redeem some or all of the notes at their par value on March 15 ^th of 2014, 2017 and 2022. The 3.375% Convertible Notes are also eligible for conversion upon meeting certain conditions as provided in the indenture agreement. The eligibility for conversion is determined quarterly. During the first quarter of 2011 , the 3.375% Convertible Notes were not eligible for conversion and during the second quarter of 2011 , will not be eligible for conversion.

7. Derivatives

The Company has manufacturing, sales and distribution facilities around the world and thus makes investments and conducts business transactions denominated in various currencies. The Company is also exposed to fluctuations in interest rates and commodity price changes. These financial exposures are monitored and managed by the Company as an integral part of its risk management program.

Financial instruments have been used by the Company to hedge its exposures to fluctuations in interest rates. The Company previously had two, three-year interest rate swap agreements which together converted the interest on the first $100,000 of the Company's one-month LIBOR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 2.947% plus the borrowing spread and were accounted for as cash flow hedges. These agreements matured in March 2011.

The Company also uses financial instruments to hedge its exposures to fluctuations in foreign currency exchange rates. The Company has various contracts outstanding which primarily hedge recognized assets or liabilities, and anticipated transactions in various currencies including the British pound sterling, Canadian dollar, Euro, Singapore dollar, Swedish krona and Swiss franc. Certain foreign currency derivative instruments are treated as cash flow hedges of forecasted transactions. All foreign exchange contracts are due within one year.

Net investment hedges have been used by the Company to mitigate exposure to foreign currency volatility on its future return on capital; however, the Company did not have any net investment hedges outstanding for any periods presented.

The Company does not use derivatives for speculative or trading purposes or to manage commodity exposures.

Changes in the fair market value of derivatives that qualify as fair value hedges or cash flow hedges are recorded directly to earnings or accumulated other non-owner changes to equity, depending on the designation. Amounts recorded to accumulated other non-owner changes to equity are reclassified to earnings in a manner that matches the earnings impact of the hedged transaction. Any ineffective portion, or amounts related to contracts that are not designated as hedges, are recorded directly to earnings. For a derivative used as a hedge of a net investment in a foreign operation, the changes in the derivative's fair value, to the extent that the derivative is effective as a hedge, are recorded in the foreign currency translation component of accumulated other non-owner changes to equity.

The following table sets forth the fair value amounts of derivative instruments held by the Company.



	March 31, 2011					December 31, 2010
	Asset Derivatives		Liability Derivatives			Asset Derivatives		Liability Derivatives
Derivatives designated as hedging instruments:
Interest rate contracts	$	—	$	—		$	—	$	(667	)
Foreign exchange contracts	148		—			327		—
	148		—			327		(667		)

Derivatives not designated as hedging instruments:
Foreign exchange contracts	307		(75		)	1,290		—
Total derivatives	$	455	$	(75	)	$	1,617	$	(667	)

Asset derivatives are recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Liability derivatives related to interest rate contracts and foreign exchange contracts are recorded in other liabilities and accrued liabilities, respectively, in the accompanying consolidated balance sheets.

The following table sets forth the gain (loss), net of tax, recorded in accumulated other non-owner changes to equity for the three months ended March 31, 2011 and 2010 for derivatives held by the Company and designated as hedging instruments.



	2011			2010
Cash flow hedges:
Interest rate contracts	$	422		$	132
Foreign exchange contracts	(134		)	(13		)
	$	288		$	119

Amounts included within accumulated other non-owner changes to equity that were reclassified to income during the first quarter of 2011 resulted in a fixed rate of interest of 2.947% plus the borrowing spread for the first $100,000 of one-month LIBOR borrowings. The amounts reclassified for the foreign exchange contracts were not material. Additionally, there were no amounts recognized in income for hedge ineffectiveness during the three months ended March 31, 2011 .

The following table sets forth the (gain) loss recorded in other expense (income), net in the consolidated statements of income for the three months ended March 31, 2011 and 2010 for non-designated derivatives held by the Company. Such amounts were substantially offset by (gains) losses recorded on the underlying hedged asset or liability.



	2011		2010
Foreign exchange contracts	$	1,058	$	(1,828	)

8. Fair Value Measurements

The provisions of the accounting standard for fair value define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard

classifies the inputs used to measure fair value into the following hierarchy:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability

Level 3 Unobservable inputs for the asset or liability

The following table provides the financial assets and financial liabilities reported at fair value and measured on a recurring basis:



				Fair Value Measurements Using
Description	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
March 31, 2011
Asset derivatives	$	455		$	—	$	455		$	—
Liability derivatives	(75		)	—		(75		)	—
Rabbi trust assets	1,387			1,387		—			—
	$	1,767		$	1,387	$	380		$	—

December 31, 2010
Asset derivatives	$	1,617		$	—	$	1,617		$	—
Liability derivatives	(667		)	—		(667		)	—
Rabbi trust assets	1,350			1,350		—			—
	$	2,300		$	1,350	$	950		$	—

The fair value for the derivative contracts are valued using observable current market information as of the reporting date such as the prevailing LIBOR-based and U.S. treasury interest rates and foreign currency spot and forward rates. The fair values of rabbi trust assets are based on quoted market prices from various financial exchanges.

As disclosed within the Company's Annual Report on Form 10-K for the year ended December 31, 2010 , the fair values of the 3.75% Convertible Notes and 3.375% Convertibles Notes were approximately $97,713 and $57,244, respectively. As of March 31, 2011, the fair values of the 3.75% Convertible Notes and the 3.375% Convertible Notes were approximately $94,629 and $57,572, respectively.

9. Pension and Other Postretirement Benefits

Pension and other postretirement benefits expenses consisted of the following:



	Pensions						Other Postretirement Benefits
For the three months ended March 31,	2011			2010			2011			2010
Service cost	$	1,569		$	1,707		$	95		$	126
Interest cost	5,572			5,680			739			836
Expected return on plan assets	(7,900		)	(7,705		)	—			—
Amortization of prior service cost (credit)	275			220			(286		)	(245		)
Recognized losses	1,332			580			164			110
Curtailment gain	—			—			—			(987		)
Net periodic benefit cost (income)	$	848		$	482		$	712		$	(160	)

The Company recorded a curtailment gain in one of its other postretirement benefit plans during the first quarter of 2010 in connection with the closure of a facility within the Precision Components segment.

10. Income Taxes

The Company's effective tax rate for the first quarter of 2011 was 24.5% . In 2010, the Company's effective tax rate was 16.8% in the first quarter and for the full year. The increase in the first quarter 2011 effective tax rate from the full year 2010 rate was primarily driven by the projected shift in the mix of income to higher-taxing jurisdictions in 2011 and the impact of an increase in the planned repatriation of a portion of current year foreign earnings to the U.S.

11. Information on Business Segments

The following table sets forth information about the Company's operations by its two reportable business segments:



	Three months ended March 31,
	2011			2010
Net sales
Logistics and Manufacturing Services	$	150,019		$	135,282
Precision Components	171,573			145,781
Intersegment sales	(2,838		)	(2,926		)
Total net sales	$	318,754		$	278,137

Operating profit
Logistics and Manufacturing Services	$	13,010		$	8,324
Precision Components	16,439			11,343
Total operating profit	29,449			19,667
Interest expense	3,668			5,118
Other expense (income), net	505			324
Income before income taxes	$	25,276		$	14,225

12. Commitments and Contingencies

Product Warranties

The Company provides product warranties in connection with the sale of certain products. From time to time, the Company is subject to customer claims with respect to product warranties. Product warranty liabilities were not material as of March 31, 2011 and 2010 .

The Company was named in a lawsuit arising out of an alleged breach of contract and implied warranty by a customer of Toolcom Suppliers Limited (“Toolcom”), a division of the Logistics and Manufacturing Services segment, related to the sale of certain products prior to the Company’s 2005 acquisition of Toolcom. In 2006, the plaintiff filed the lawsuit in civil court in Scotland and asserted that certain products sold were not fit for a particular use and claims approximately 5,500 pounds sterling (approximately $8,800) in damages, plus interest at the statutory rate of 8% per annum and costs. The court found that Toolcom was in breach of contract and implied warranty, and ordered Toolcom to pay a portion of the plaintiff’s attorneys’ fees. The court has not made determinations as to causation and damages. Although the Company intends to vigorously defend its position with respect to causation and damages, based on a review of the currently available information and acknowledging the uncertainties of litigation, management has provided for what it believes to be a reasonable estimate of loss exposure. While it is currently not possible to determine the ultimate outcome of this matter, the Company believes that any ultimate losses would not be expected to have a material adverse effect on the company’s consolidated financial position or cash flows, but could be material to the consolidated results of operations of any one period.

Income Taxes

In connection with an IRS audit for the tax years 2000 through 2002, the IRS proposed adjustments to these tax years of approximately $16,500, plus a potential penalty of 20% of the tax assessment plus interest. The adjustment relates to the federal taxation of foreign income of certain foreign subsidiaries. The Company filed an administrative protest of these adjustments. In the third quarter of 2009, the Company was informed that its protest was denied and a tax assessment was received from the Appeals Office of the IRS. In November 2009, the Company filed a petition against the IRS in the U.S. Tax Court contesting the tax assessment received. The Company continues to believe its tax position on the issues raised by the IRS is correct and the Company plans to continue to take appropriate actions to vigorously defend its position. The Company believes it will prevail on this issue. Any additional impact on the Company's liability for income taxes cannot presently be determined, but the Company continues to believe it is adequately provided for and the outcome will not have a material impact on its results of operations, financial position or cash flows.

__________________________________________________________________________________________

With respect to the unaudited consolidated financial information of Barnes Group Inc. for the three-month periods ended March 31, 2011 and 2010 , PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated April 29, 2011 appearing herein, states that they did not audit and they do not express an opinion on that unaudited consolidated financial information. Accordingly, the degree of reliance on their report should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended, for their report on the unaudited consolidated financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933, as amended.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Barnes Group Inc.

We have reviewed the accompanying consolidated balance sheet of Barnes Group Inc. and its subsidiaries as of March 31, 2011 and the related consolidated statements of income for the three-month periods ended March 31, 2011 and March 31, 2010 and the consolidated statements of cash flows for the three - month periods ended March 31, 2011 and March 31, 2010. This interim financial information is the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, of changes in stockholders' equity and of cash flows for the year then ended (not presented herein), and in our report dated February 18, 2011, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2010, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.



/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP Hartford, Connecticut
April 29, 2011

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

Please refer to the Overview found in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. The Annual Report on Form 10-K and other documents related to the Company are located on the Company's website: www.bginc.com .

First Quarter 2011 Highlights

In the first quarter of 2011, sales increased 14.6% from the first quarter of 2010 to $318.8 million primarily as a result of organic sales growth in both business segments due to improved end-market conditions. In the Logistics and Manufacturing Services segment, the broad end-markets of the distribution businesses continued to show improvements while the aerospace aftermarket business reflected improving overhaul and repair activity. At Precision Components, sales in the first quarter of 2011 were favorably impacted by growth in the industrial and transportation end-markets as well as an increase in demand in the aerospace original equipment manufacturing business.

Operating income in the first quarter of 2011 increased 49.7% to $29.4 million from the first quarter of 2010 and operating income margin improved from 7.1% in the first quarter of 2010 to 9.2% in the first quarter of 2011. These improvements were primarily the result of the profit flow through of the increased sales volumes and improved productivity resulting in part from the benefits of the lower cost structures due to previous actions.

RESULTS OF OPERATIONS

Sales



	Three months ended March 31,
(in millions)	2011			2010			Change
Logistics and Manufacturing Services	$	150.0		$	135.3		$	14.7	10.9	%
Precision Components	171.6			145.8			25.8		17.7	%
Intersegment sales	(2.8		)	(2.9		)	0.1		3.0	%
Total	$	318.8		$	278.1		$	40.6	14.6	%

The Company reported net sales of $318.8 million in the first quarter of 2011 , an increase of $40.6 million or 14.6% , from the first quarter of 2010 . The sales increase reflected $35.8 million of organic sales growth reflecting an increase of $22.4 million at Precision Components and $13.3 million at Logistics and Manufacturing Services. The weakening of the U.S. dollar against foreign currencies, primarily in Europe, Canada and Brazil, increased net sales by approximately $4.8 million in the first quarter of 2011 of which $3.4 million related to Precision Components and $1.4 million related to Logistics and Manufacturing Services.

Expenses and Operating Income



	Three months ended March 31,
(in millions)	2011			2010			Change
Cost of sales	$	203.2		$	178.0		$	25.2	14.1	%
% sales	63.7		%	64.0		%
Gross profit ⁽¹⁾	$	115.6		$	100.1		$	15.5	15.4	%
% sales	36.3		%	36.0		%
Selling and administrative expenses	$	86.1		$	80.4		$	5.7	7.1	%
% sales	27.0		%	28.9		%
Operating income	$	29.4		$	19.7		$	9.8	49.7	%
% sales	9.2		%	7.1		%
⁽¹⁾ ^{- Sales less cost of sales.}

Cost of sales in the first quarter of 2011 increased 14.1% from the 2010 period due primarily to the increase in sales. This increase was slightly lower than the percentage increase in sales and resulted in an improvement in gross profit margin from 36.0% in the 2010 period to 36.3% in the 2011 period. Selling and administrative expenses in the first quarter of 2011 increased 7.1% from the first quarter of 2010 due primarily to the increase in sales; however, as a percentage of sales decreased from 28.9% in the first quarter of 2010 to 27.0% in the first quarter of 2011. Both cost of sales and selling and administrative expenses were also impacted by the lower fixed cost structure as a result of previous actions and additionally by the shift in sales mix to the Precision Components segment which has a lower selling and administrative expense component than the Logistics and Manufacturing Services segment. As a result, operating income in the first quarter of 2011 increased 49.7% to $29.4 million from the first quarter of 2010 and operating income margin improved from 7.1% to 9.2% .

Interest expense

Interest expense decreased $1.5 million in the first quarter of 2011 to $3.7 million primarily as a result of lower average interest rates and lower debt discount amortization related to the 3.75% Convertible Notes as compared to the first quarter of 2010 .

Other expense (income), net

Other expense (income), net in the first quarter of 2011 was $0.5 million compared to $0.3 million in the first quarter of 2010 .

Income Taxes

The Company's effective tax rate for the first quarter of 2011 was 24.5% . In 2010, the Company's effective tax rate was 16.8% in the first quarter and for the full year. The increase in the first quarter 2011 effective tax rate from the full year 2010 rate was primarily driven by the projected shift in the mix of income in 2011 to higher-taxing jurisdictions and the impact of an increase in the planned repatriation of a portion of current year foreign earnings to the U.S.

In connection with an IRS audit for the tax years 2000 through 2002, the IRS proposed adjustments to these tax years of approximately $16.5 million, plus a potential penalty of 20% of the tax assessment plus interest. The adjustment relates to the federal taxation of foreign income of certain foreign subsidiaries. The Company filed an administrative protest of these adjustments. In the third quarter of 2009, the Company was informed that its protest was denied and a tax assessment was received from the Appeals Office of the IRS. In November 2009, the Company filed a petition against the IRS in the U.S. Tax Court contesting the tax assessment received. The Company continues to believe its tax position on the issues raised by the IRS is correct and the Company plans to continue to take appropriate actions to vigorously defend its position. The Company believes it will prevail on this issue. Any additional impact on the Company's liability for income taxes cannot presently be determined, but the Company continues to believe it is adequately provided for and the outcome will not have a material impact on its results of operations, financial position or cash flows.

Net Income and Net Income per Share



	Three months ended March 31,
(in millions, except per share)	2011		2010		Change
Net income	$	19.1	$	11.8	$	7.2		61.2	%
Net income per common share:
Basic	$	0.35	$	0.21	$	0.14		66.7	%
Diluted	0.34		0.21		0.13			61.9	%
Weighted average common shares outstanding:
Basic	54.7		55.4		(0.7		)	(1.2	)%
Diluted	55.6		56.0		(0.4		)	(0.6	)%

In the first quarter of 2011 , basic and diluted net income per common share increased 66.7% and 61.9% , respectively, from the first quarter of 2010 . The increase was directly attributable to the increase in net income. Basic weighted average shares outstanding in 2011 decreased primarily as a result of 1,483,527 shares repurchased during 2010 as part of the publicly announced repurchase program offset in part by shares issued for employee stock plans. Diluted weighted average shares outstanding in 2011 decreased as a result of the decrease in basic weighted average shares outstanding offset in part by the higher dilutive effect in 2011 of potentially issuable shares under the employee stock plans which was driven by an increase in the Company's stock price.

Financial Performance by Business Segment

Logistics and Manufacturing Services



	Three months ended March 31,
(in millions)	2011			2010			Change
Sales	$	150.0		$	135.3		$	14.7	10.9	%
Operating profit	13.0			8.3			4.7		56.3	%
Operating margin	8.7		%	6.2		%

The Logistics and Manufacturing Services segment reported sales of $150.0 million in the first quarter of 2011 , a 10.9% increase from the first quarter of 2010 . Organic sales improved in all businesses and resulted in $13.3 million of organic sales growth. The most significant improvements occurred in the North American distribution businesses due to end-market improvements and in the aerospace aftermarket business resulting from increased overhaul and repair activity. The positive impact on sales of foreign currency translation increased sales by approximately $1.4 million as the U.S. dollar weakened against foreign currencies primarily in Europe and Canada.

Operating profit at Logistics and Manufacturing Services in the first quarter of 2011 increased 56.3% from the first quarter of 2010 to $13.0 million. The increase was driven primarily by the profit impact of the higher sales volumes in all businesses. Most significantly, operating profit from the North American distribution businesses was positively impacted by the higher sales volumes as well as an improved customer sales mix. Increased product costs were mitigated through cost-sharing initiatives with customers. These improvements in operating profit were offset in part by higher employee related costs and other accruals in the first quarter of 2011.

Outlook: Organic sales levels in the distribution businesses of the Logistics and Manufacturing Services segment are largely dependent upon the economy in the regions served, the retention of its customers and continuation of existing sales volumes to such customers, and the effectiveness and size of its sales force. Near-term economic conditions remain uncertain and customers continue to manage costs and inventory levels. Management believes future sales growth may result from improvements in economic and end-market conditions, pricing initiatives, and investments in market penetration activities and sales force productivity initiatives. Near-term sales levels in the aerospace aftermarket business are expected to continue reflecting recent trends towards improving maintenance, repair and overhaul activity, but may be negatively impacted by a recent trend of engine cannibalization of older engines which impacts the demand within the aftermarket RSP spare parts business. Management continues to believe its aerospace aftermarket business is favorably positioned based on strong customer relationships including long-term maintenance and repair contracts in the overhaul and repair business, expected

future improvement in demand in the aftermarket spare parts businesses, expanded capabilities and current capacity levels.

Management is focused on growing operating profit at Logistics and Manufacturing Services primarily through organic sales growth, productivity initiatives and continued cost management. Operating profit is expected to continue to be affected by the profit impact of the changes in sales volume and sales mix, particularly as it relates to the highly profitable aftermarket RSP spare parts business, and investments made in each of its businesses. Management is committed to actively managing commodity price increases through cost-sharing initiatives with its customers. In addition, the highly profitable aftermarket RSPs will continue to be impacted by the management fees payable to the customer which generally increase in the fourth or later years of each program. These and other similar fees are deducted from sales and temper sales growth of the aftermarket RSPs and operating margin.

Precision Components



	Three months ended March 31,
(in millions)	2011			2010			Change
Sales	$	171.6		$	145.8		$	25.8	17.7	%
Operating profit	16.4			11.3			5.1		44.9	%
Operating margin	9.6		%	7.8		%

Sales at Precision Components were $171.6 million in the first quarter of 2011 , a 17.7% increase from the first quarter of 2010 , due primarily to organic sales increases of $22.4 million. The organic sales growth was primarily driven by increases in the industrial manufacturing businesses based in North America and Europe and from improvements in the transportation industry, including automotive. Sales in the aerospace OEM business also improved as compared to the first quarter of 2010. The positive impact on sales of foreign currency translation increased sales by approximately $3.4 million as the U.S. dollar weakened against foreign currencies primarily in Europe and Brazil.

Operating profit in the first quarter of 2011 at Precision Components was $16.4 million, an increase of 44.9% from the first quarter of 2010 . Operating profit improvements in the first quarter of 2011 were due primarily to the profit impact of higher sales levels in 2011 combined with lower cost structures resulting from previous actions and lean initiatives. This improvement in operating profit was offset in part by higher costs related to investments in operational improvements, employee related costs and investments in new product introductions.

Outlook: In the industrial manufacturing businesses, management is focused on generating organic sales growth by leveraging the benefits of the diversified products and industrial end-markets in which its businesses have a global presence as well as gaining market share and introducing new products. Sales growth in the global markets served by these businesses is expected to remain uncertain due to economic conditions. However, increased order activity in certain end-markets, including transportation, along with investments made in these businesses may provide incremental benefits in the near-term. Sales in the aerospace OEM business are impacted by the general state of the aerospace market driven by the worldwide economy and are driven by its order backlog through its participation in certain strategic commercial and military engine and airframe programs. Backlog in this business was $353.6 million at March 31, 2011 , of which approximately 61% is expected to be shipped in the next 12 months. The aerospace OEM business may be impacted by adjustments of customer inventory levels, changes in the content levels on certain platforms including insourcing, changes in production schedules of specific engine and airframe programs, as well as the pursuit of new programs.

Operating profit is largely dependent on the sales volumes and mix within all businesses of the segment. Management continues to focus on improving profitability through organic sales growth, pricing initiatives, and productivity and process improvements such as lean. Management continues to actively manage commodity price increases through productivity and pass-through initiatives. Costs associated with personnel and new product introductions may negatively impact operating profit.

LIQUIDITY AND CAPITAL RESOURCES

Management assesses the Company's liquidity in terms of its overall ability to generate cash to fund its operating and investing activities. Of particular importance in the management of liquidity are cash flows generated from operating activities, capital expenditure levels, dividends, capital stock transactions, effective utilization of surplus cash positions overseas and adequate lines of credit.

The Company's ability to generate cash from operations in excess of its internal operating needs is one of its financial strengths. Management continues to focus on cash flow and working capital management, and anticipates that operating activities in 2011 will generate adequate cash. The Company closely monitors its cash generation, usage and preservation including the management of working capital to generate cash.

In the first quarter of 2011 , the Company, through the trustee of its 3.75% Convertible Notes, provided notice to note holders that the Company exercised its right to redeem the remaining $92.5 million principal amount of these notes under their indenture agreement, effective April 5, 2011. The Company has elected to pay cash to holders of the 3.75% Convertible Notes surrendered for conversion, including the value of any residual shares of common stock that might be payable to the holders electing to convert their notes into an equivalent share value. Under the terms of the indenture, the conversion value will be measured based upon a 20-day valuation period (April 12 through May 10) of the Company's stock price during the second quarter of 2011. An average stock price in excess $20.62 during the valuation period would require a cash payment in excess of $92.5 million. For each $0.50 that the average stock price during the valuation period exceeds $20.62, the cash payment in excess of par would be approximately $2.0 million. The Company intends to use borrowings under its senior credit facility to finance the redemption of the 3.75% Convertible Notes. The Company has classified the balance of the 3.75% Convertible Notes and the related deferred tax balances as current in the accompanying consolidated balance sheets as of March 31, 2011 .

The Company's 3.375% Convertible Notes are subject to redemption at their par value at any time, at the option of the Company, on or after March 20, 2014. The note holders may also require the Company to redeem some or all of the 3.375% Convertible Notes on March 15 ^th of 2014, 2017 and 2022.

Operating cash flow may be supplemented with external borrowings to meet near-term organic business expansion needs and the Company's current financial commitments. The Company has assessed its credit facilities and currently expects that its bank syndicate, comprised of 15 banks, will continue to support the $400.0 million credit facility which matures in September 2012. At March 31, 2011 , the Company has $172.1 million of unused and available for borrowings under its $400.0 million credit facility, subject to covenants in the Company's debt agreements. As noted above, the Company intends to use borrowings under this facility to finance the redemption of the 3.75% Convertible Notes. The Company believes its credit facilities and access to credit markets, coupled with cash generated from operations, are adequate for its anticipated future requirements.

The Company closely monitors compliance with its various debt covenants. The Company's most restrictive financial covenant (the “Debt Ratio”) requires the Company to maintain a ratio of Consolidated Total Debt to adjusted earnings before interest expense, income taxes, and depreciation and amortization as defined in the amended and restated revolving credit agreement (“Adjusted EBITDA”) of not more than 3.75 times at March 31, 2011 . The actual ratio at March 31, 2011 was 2.60 times. The Company's debt agreements also contain other financial covenants that require the maintenance of a certain other debt ratio (Consolidated Senior Debt to Consolidated Adjusted EBITDA, as defined, of not more than 3.00 times) and a certain interest coverage ratio (Consolidated Adjusted EBITDA to Consolidated Cash Interest Expense, as defined, of at least 4.50 times) at March 31, 2011 . The Company is in compliance with its debt covenants as of March 31, 2011 .

Any future acquisitions are expected to be financed through internal cash, borrowings and equity, or a combination thereof. Additionally, we may from time to time seek to retire or repurchase our outstanding debt through cash purchases and / or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Cash Flow



	Three months ended March 31,
(in millions)	2011			2010			Change
Operating activities	$	(4.7	)	$	7.8		$	(12.4	)
Investing activities	(15.6		)	(6.6		)	(9.0		)
Financing activities	23.1			(2.8		)	25.9
Exchange rate effect	0.5			(0.5		)	1.0
Increase (decrease) in cash	$	3.4		$	(2.1	)	$	5.5

Operating activities used $4.7 million in cash in the first three months of 2011 and generated $7.8 million in the first three months of 2010. In the first quarter of 2011, operating cash flows were impacted by higher operating performance offset by a higher investment in working capital in 2011, specifically in accounts receivable due to higher sales levels and lower reductions in accounts payable, as compared to the first quarter of 2010. Additionally, operating cash flows in 2011 were negatively impacted by a higher use of cash for payments of accrued employee incentive compensation which were earned in 2010 and paid in the first quarter of 2011.

Investing activities in the first quarter of 2011 primarily consisted of capital expenditures of $12.5 million compared to $5.9 million in the 2010 period. The increase from the 2010 period relates primarily to an investment made in previously leased equipment. The Company expects capital spending in 2011 to be approximately $40 - $50 million.

Cash from financing activities in the first quarter of 2011 included a net increase in borrowings of $19.3 million compared to a net decrease in borrowings of $0.8 million in the comparable 2010 period. In the 2011 period, net borrowings were used to finance working capital requirements, capital expenditures and dividends. The cash generated from operations in the 2010 period was used for capital expenditures, dividends and debt reduction. Total cash used to pay dividends was $4.4 million in the first quarter of 2011 and 2010. Proceeds from the issuance of common stock increased $5.3 million in the 2011 period from the 2010 period primarily as a result of higher stock option exercises in the 2011 period.

At March 31, 2011 , the Company held $ 16.8 million in cash and cash equivalents, the majority of which are held outside of the U.S. The Company plans to repatriate a portion of current year foreign earnings to the U.S. in 2011. The balances remain outside of the U.S. primarily to fund future international investments.

The Company maintains borrowing facilities with banks to supplement internal cash generation. At March 31, 2011 , $227.9 million was borrowed at an average interest rate of 1.10% under the Company's $400.0 million borrowing facility which matures in September, 2012. The Company had no borrowings under short-term bank credit lines at March 31, 2011 . At March 31, 2011 , the Company's total borrowings are comprised of approximately 40% fixed rate debt and approximately 60% variable rate debt. In the second quarter of 2011, the Company's percentage of variable rate debt may exceed 80% as a result of the expiration of the interest rate swap agreements in March 2011 and the redemption of the 3.75% Convertible Notes with borrowings under the revolving credit agreement.

Debt Covenants

Borrowing capacity is limited by various debt covenants in the Company's debt agreements. As of March 31, 2011 the most restrictive borrowing capacity covenant in any agreement requires the Company to maintain a maximum ratio of Consolidated Total Debt to Adjusted EBITDA, as defined in the amended and restated revolving credit agreement, of not more than 3.75 times for the four fiscal quarters then ending. Following is a reconciliation of Adjusted EBITDA, as defined, to the Company's net income (in millions):



	Four fiscal quarters ended March 31, 2011
Net income	$	60.5
Add back:
Interest expense	18.6
Income taxes	14.6
Depreciation and amortization	54.1
Other adjustments	0.2
Adjusted EBITDA, as defined	$	148.0

Consolidated Total Debt, as defined, as of March 31, 2011	$	384.8
Ratio of Consolidated Total Debt to Adjusted EBITDA	2.60

Other adjustments primarily represent losses on the sale of assets. Consolidated Total Debt excludes the debt discount related to the convertible notes. The Company's financial covenants are measured as of the end of each fiscal quarter. At March 31, 2011 , additional borrowings of $170.2 million would have been allowed under the covenants.

OTHER MATTERS

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting policies are disclosed in Note 1 of the Notes to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 . The most significant areas involving management judgments and estimates are described in Management's Discussion and Analysis of Financial Conditions and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 . There have been no material changes to such judgments and estimates. Actual results could differ from those estimates.

Critical Accounting Policies

Business Acquisitions and Goodwill: Assets and liabilities acquired in a business combination are recorded at their estimated fair values at the acquisition date. At March 31, 2011 , the Company had $393.4 million of goodwill, representing the cost of acquisitions in excess of fair values assigned to the underlying net assets of acquired companies. Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to impairment testing annually or earlier if an event or change in circumstances indicates that the fair value of a reporting unit may have been reduced below its carrying value. Management completes their annual impairment assessment during the second quarter of each year.

The assessment of goodwill involves the estimation of the fair value of reporting units. The Company has determined that its reporting units are businesses with discrete financial information reviewed by segment management one level below the operating segment level and which are aggregated when those components have similar economic characteristics. Management estimates the fair value of each reporting unit primarily using the income approach, which reflects management's cash flow projections, and also evaluates the fair value using a market approach. These methodologies used in the current year are consistent with those used in the prior year. Management believes the cash flow projections utilized and/or market multiples are reasonable and consistent with the expectations of market participants. Inherent in management's development of cash flow projections are assumptions and estimates, including those related to future earnings and growth and the weighted average cost of capital. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates can change in future periods as a result of both Company-specific and overall economic conditions. Future cash flows can be affected by changes in the global economy and local economies, industries and markets in which the Company

sells products or services, and the execution of management's plans. There can be no assurance that future events will not result in impairment of goodwill or other intangible assets.

In the second quarter of 2010, management performed its annual impairment testing based on the information available as of the date of the assessment. Based on this assessment, there was no goodwill impairment in 2010 and the fair values of each of the Company's reporting units were substantially in excess of their carrying values. However, the Company's estimated fair value of its Barnes Distribution reporting unit, which is part of the Logistics and Manufacturing Services segment and has approximately $150 million of goodwill, decreased considerably from 2009. While the estimated fair value is substantially in excess of its carrying value, further declines may occur depending on its future cash flows that are significantly impacted by the economy in the regions served, the retention of its customers, the cost and inventory level management initiatives of its customers, continuation of existing sales volume and effectiveness and size of its sale force. While management expects future operating improvements to result from improving end-market conditions, further market penetration, sales force productivity initiatives and the expected benefits of prior restructuring actions there can be no assurance that such expectations will be met or that the fair value of the reporting unit will continue to exceed its carrying value. If its fair value were to fall below its carrying value, a non-cash impairment charge to income from operations could result.

Income Taxes: The Company has recognized significant deferred tax assets, net of valuation reserves, principally in the United States. The realization of these benefits is dependent in part on the amount and timing of future taxable income in the jurisdictions where deferred tax assets reside. For those jurisdictions where the expiration date of tax loss carry forwards or the projected operating results indicate that realization is not likely, a valuation allowance is provided. Management believes that sufficient taxable income will be earned in the future to realize deferred income tax assets, net of valuation allowances recorded.

The United States deferred tax assets include significant tax operating loss carryforwards. If it became more likely than not that the deferred tax assets would expire unused, the Company would record a valuation allowance to reflect this fact. The Company has recently experienced challenging economic conditions in the United States. While the Company is not in a cumulative loss position over the last three years (defined as pre-tax book income plus permanent tax items) and does not currently project to be in a cumulative loss position through 2011, the valuation of deferred tax assets requires significant judgment and management's assessment that these deferred tax assets will be realized represents its estimate of future results. Changes in management's assessment could materially increase the Company's tax expense and could have a material adverse effect on the Company's financial condition and results of operations. Management will continue to assess the need for a valuation allowance in the future.

EBITDA

EBITDA for the first quarter of 2011 was $43.0 million compared to $32.0 million in the first quarter of 2010 . EBITDA is a measurement not in accordance with generally accepted accounting principles (“GAAP”). The Company defines EBITDA as net income plus interest expense, income taxes and depreciation and amortization which the Company incurs in the normal course of business. The Company does not intend EBITDA to represent cash flows from operations as defined by GAAP, and the reader should not consider it as an alternative to net income, net cash provided by operating activities or any other items calculated in accordance with GAAP, or as an indicator of the Company's operating performance. The Company's definition of EBITDA may not be comparable with EBITDA as defined by other companies. Accordingly, the measurement has limitations depending on its use. The Company believes EBITDA is commonly used by financial analysts and others in the industries in which the Company operates and, thus, provides useful information to investors.

Following is a reconciliation of EBITDA to the Company's net income (in millions):



	Three months ended March 31,
	2011		2010
Net income	$	19.1	$	11.8
Add back:
Interest expense	3.7		5.1
Income taxes	6.2		2.4
Depreciation and amortization	14.0		12.7
EBITDA	$	43.0	$	32.0

Forward-looking Statements

Certain of the statements in this quarterly report may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based upon management's good faith expectations and beliefs concerning future developments and their potential effect upon the Company and can be identified by the use of words such as “anticipated,” “believe,” “expect,” “plans,” “strategy,” “estimate,” “project,” and other words of similar meaning in connection with a discussion of future operating or financial performance. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. The risks and uncertainties, which are described in this quarterly report, include, among others, uncertainties arising from the behavior of financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; integration of acquired businesses; restructuring costs or savings; introduction or development of new products or transfer of work; changes in raw material or product prices and availability; foreign currency exposure; our dependence upon revenues and earnings from a small number of significant customers; a major loss of customers; the outcome of pending and future claims or litigation or governmental, regulatory proceedings, investigations, inquiries, and audits; uninsured claims and litigation; outcome of contingencies; future repurchases of common stock; future levels of indebtedness; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, environmental, regulatory and public health nature. The Company assumes no obligation to update our forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in the Company's exposure to market risk during the first three months of 2011 other than the following:

Market risk is the potential economic loss that may result from adverse changes in the fair value of financial instruments. The Company's financial results could be impacted by changes in interest rates and foreign currency exchange rates, and commodity price changes. The Company uses financial instruments from time to time to hedge its exposure to fluctuations in interest rates and foreign currency exchange rates. The Company does not use derivatives for speculative or trading purposes.

The Company's long-term debt portfolio consists of fixed-rate and variable-rate instruments and is managed to reduce the overall cost of borrowing while also minimizing the effect of changes in interest rates on near-term earnings. The Company's primary interest rate risk is derived from its outstanding variable-rate debt obligations. In 2008, the Company entered into two, three-year interest rate swap agreements which together converted the interest on the first $100.0 million of the Company's London Interbank Offered Rate ("LIBOR")-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 2.947% plus the borrowing spread for the purpose of mitigating its exposure to variable interest rates. These swaps agreements matured at the end of March, 2011.

On March 2, 2011 the Company announced that The Bank of New York Mellon Trust Company, N.A., trustee under the indenture for the Company's 3.75% Convertible Notes, provided notice to note holders that the Company exercised its right to redeem the remaining $92.5 million principal amount of the 3.75% Convertible Notes under the terms of the indenture, effective April 5, 2011. The Company intends to finance the cost of redeeming or converting any of the 3.75% Convertible Notes using its variable rate revolving credit facility, which would increase borrowings under this facility by $92.5 million plus any premium on conversion. The Company's revolving credit facility, which expires in September, 2012, has sufficient capacity to support this redemption and following such event variable interest rate debt may exceed 80% of total debt. Borrowings under the revolving credit facility bear interest at LIBOR plus a spread ranging from 0.30% to 1.15%, depending on the Company's Debt Ratio at the time of the borrowing. The average interest rate on these borrowings was 1.10% at March 31, 2011.

For additional discussion of the Company's exposure to market risk, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2010.

Item 4. Controls and Procedures

Management, including the Company's President and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon, and as of the date of, that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Company files and submits under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported as and when required and (ii) is accumulated and communicated to the Company's management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the Company's first fiscal quarter of 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company was named in a lawsuit arising out of an alleged breach of contract and implied warranty by a customer of Toolcom, a division of the Logistics and Manufacturing Services segment, related to the sale of certain products prior to the Company’s 2005 acquisition of Toolcom. In 2006, the plaintiff filed the lawsuit in civil court in Scotland and asserted that certain products sold were not fit for a particular use and claims approximately 5.5 million pounds sterling (approximately $8.8 million) in damages, plus interest at the statutory rate of 8% per annum and costs. The court found that Toolcom was in breach of contract and implied warranty, and ordered Toolcom to pay a portion of the plaintiff’s attorneys’ fees. The court has not made determinations as to causation and damages. Although the Company intends to vigorously defend its position with respect to causation and damages, based on a review of the currently available information and acknowledging the uncertainties of litigation, management has provided for what it believes to be a reasonable estimate of loss exposure. While it is currently not possible to determine the ultimate outcome of this matter, the Company believes that any ultimate losses would not be expected to have a material adverse effect on the company’s consolidated financial position or cash flows, but could be material to the consolidated results of operations of any one period.

In addition, we are subject to litigation from time to time in the ordinary course of business and various other suits, proceedings and claims are pending against us and our subsidiaries. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with our beliefs, we expect that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid Per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs ⁽²⁾

January 1-31, 2011	3,068		$	20.04	—	1,009,156
February 1-28, 2011	19,932		$	20.71	—	1,009,156
March 1-31, 2011	7,216		$	20.75	—	1,009,156
Total	30,216	⁽¹⁾	$	20.65	—

(1)

All acquisitions of equity securities during the first quarter of 2011 were the result of the operation of the terms of the Company's stockholder-approved equity compensation plans and the terms of the equity rights granted pursuant to those plans to pay for the related income tax upon issuance of shares. The purchase price of a share of stock used for tax withholding is the market price on the date of issuance.


(2)	The program was publicly announced on May 8, 2008 authorizing repurchase of up to 5.0 million shares of its common stock. This program replaced a previous authorization for the repurchase of up to 1.0 million shares of its common stock that was approved on April 12, 2001.

Item 6. Exhibits



(a) Exhibits
Exhibit 10.1	Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement for Directors dated as of February 8, 2011 (for non-management directors).
Exhibit 10.2	Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement and for Employees Grade 21 and Up dated as of February 8, 2011.
Exhibit 10.3	Form of Barnes Group Inc. Stock and Incentive Award Plan Stock Option Summary of Grant and Stock Option Agreement for Employees in Grade 21 and Up dated as of February 8, 2011.
Exhibit 10.4	Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement and for Officers and Other Individuals as Designated by the Compensation and Management Development Committee dated as of February 8, 2011.
Exhibit 10.5	Barnes Group Inc. Senior Executive Enhanced Life Insurance Program, as amended and restated effective April 1, 2011.
Exhibit 10.6	Barnes Group Inc. Enhanced Life Insurance Program, as amended and restated effective April 1, 2011.
Exhibit 15	Letter regarding unaudited interim financial information.
Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
Exhibit 101.INS	XBRL Instance Document.
Exhibit 101.SCH	XBRL Taxonomy Extension Schema Document.
Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		Barnes Group Inc.
		(Registrant)

Date:	April 29, 2011	/s/ CHRISTOPHER J. STEPHENS, JR.
		Christopher J. Stephens, Jr. Senior Vice President, Finance Chief Financial Officer (Principal Financial Officer)

Date:	April 29, 2011	/s/ MARIAN ACKER
		Marian Acker Vice President, Controller (Principal Accounting Officer)

EXHIBIT INDEX

Barnes Group Inc.

Quarterly Report on Form 10-Q

For Quarter ended March 31, 2011



Exhibit No.	Description	Reference
10.1	Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement for Directors dated as of February 8, 2011 (for non-management directors).	Filed with this report.
10.2	Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement and for Employees Grade 21 and Up dated as of February 8, 2011.	Filed with this report,
10.3	Form of Barnes Group Inc. Stock and Incentive Award Plan Stock Option Summary of Grant and Stock Option Agreement for Employees in Grade 21 and Up dated as of February 8, 2011.	Filed with this report,
10.4	Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement and for Officers and Other Individuals as Designated by the Compensation and Management Development Committee dated as of February 8, 2011.	Filed with this report.
10.5	Barnes Group Inc. Senior Executive Enhanced Life Insurance Program, as amended and restated effective April 1, 2011.	Filed with this report.
10.6	Barnes Group Inc. Enhanced Life Insurance Program, as amended and restated effective April 1, 2011.	Filed with this report.
15	Letter regarding unaudited interim financial information.	Filed with this report.
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed with this report.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed with this report.
32	Certification pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished with this report.
Exhibit 101.INS	XBRL Instance Document.	Furnished with this report.
Exhibit 101.SCH	XBRL Taxonomy Extension Schema Document.	Furnished with this report.
Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	Furnished with this report.
Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	Furnished with this report.
Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	Furnished with this report.

BARNES GROUP INC.

STOCK AND INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT SUMMARY OF GRANT

For Directors

Barnes Group Inc. , a Delaware corporation (the “Company”), under the Barnes Group Inc. Stock and Incentive Award Plan, as amended (the “Plan”), hereby grants to the individual named below (“You” or “Grantee”) this Restricted Stock Unit Award (the “Grant”), representing the number of restricted stock units set forth below (each a “Restricted Stock Unit”). This Grant entitles You to receive, without payment to the Company and at the applicable time or times set forth below, a number of shares of Common Stock equal to the number of Restricted Stock Units listed below that vest subject to this Restricted Stock Unit Summary of Grant (this “Summary of Grant”), and the Restricted Stock Unit Agreement attached as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, both of which are incorporated herein by reference and made part hereof. The Grant also entitles You to be paid Dividend Equivalents as set forth in the Restricted Stock Unit Agreement. Unless otherwise defined, capitalized terms used in this Summary of Grant and the Restricted Stock Agreement have the meanings set forth in the Plan.



Grantee:	[__________________________]
Grant Date:	[______] [__], [___]
Number of Restricted Stock Units and Vesting Schedule:	[________] Restricted Stock Units. The Restricted Stock Units will vest as to 50% on each of the first and second anniversaries of the Grant Date, as follows:
	No. of Restricted Stock Units	Vesting Date
		[______] [__], [___]
		[______] [__], [___]
	Except as provided otherwise in the Restricted Stock Unit Agreement, the Restricted Stock Units will vest in accordance with the foregoing vesting schedule if You remain in continued service with the Company through the applicable vesting date.

Grant Acceptance:

You agree to be bound by the Plan, the Restricted Stock Unit Agreement and this Summary of Grant by electronically acknowledging and accepting the Grant following the date of the Company's electronic or other written notification to You of the Grant. You accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Restricted Stock Unit Agreement. In no event do You acquire any rights to the Grant unless You electronically accept, no later than 60 days after the Grant Date, this Summary of Grant and the attached Restricted Stock Unit Grant Agreement.

paper copies of the Plan and the Plan prospectus are available upon request by contacting the Manager, Stockholder Relations, Monique B. Marchetti, at mmarchetti@bginc.com or 860-973-2185.

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

FOR DIRECTORS

Under the provisions of the Barnes Group Inc. Stock and Incentive Award Plan, as amended through December 10, 2010, (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 will have the same meaning as provided for in the Plan or Summary of Grant, as applicable.

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

RESTRICTED STOCK UNITS:

1. Dividend Equivalents . On each date on which a dividend (other than a dividend paid in Common Stock, which is subject to the adjustment provided in Section 10 of the Plan) is paid to the holders of Common Stock, the record date of which falls during the period commencing on the Grant Date and ending on the first date on which all of the Restricted Stock Units have either been forfeited pursuant to this Agreement or paid pursuant to this Agreement as in effect from time to time on or after the Grant Date (a “Dividend Payment Date”), the Company will pay You an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (b) the dividend per share paid on such Dividend Payment Date. However, if the dividend is paid in property other than cash, the amount of money to be paid to You in respect of such dividend will be determined by multiplying (i) the number of the Restricted Stock Units (if any) that were neither forfeited nor paid on or before such dividend record date, times (ii) the fair market value on such Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. The fair market value of the property that was paid will be determined by the Committee in its sole and absolute discretion.

For the avoidance of doubt: Your entitlement to be paid Dividend Equivalents pursuant to the first or second sentence of this Section is contingent on Your not having a “Separation from Service” on or before the record date of such Dividend Equivalents or the applicable vesting date of the Restricted Stock Units to which the Dividend Equivalents relate.

2. Forfeiture of Restricted Stock Units . Notwithstanding the vesting schedule contained in the Restricted Stock Unit Summary of Grant, the vesting schedule may change under one of the following conditions:

(a) Voluntary or Involuntary Termination . If You have a Separation from Service for any reason other than (i) death, (ii) Disability, or (iii) Separation from Service by Retirement, any Restricted Stock Units that have not become non-forfeitable on or before the date on which You have a Separation from Service will be forfeited as of that date, and all of Your rights and interest in and to such forfeited Restricted Stock Units will thereupon terminate without payment of consideration by the Company. No Grant or other amount payable to You will be reduced by the amount of any Dividend Equivalents previously paid to You with respect to the forfeited Restricted Stock Units.

(b) Death or Disability . If You have a Separation from Service on account of Your death or incur a Disability (and irrespective of whether a Separation from Service occurs at the time of such Disability), then any Restricted Stock Units that did not become non-forfeitable before the date on which Your death or Disability occurs will become non-forfeitable on that date.

(c) Retirement . If You have a Separation from Service by Retirement (so long as there is no Cause), then the portion of any Restricted Stock Units that did not become non-forfeitable before the date of Separation from Service by Retirement will become non-forfeitable on that date.

(d) Change in Control . If You did not have a Separation from Service before the date, if any, on which a “change in control event” occurs (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) & (ii)), then, any Restricted Stock Units that did not become non-forfeitable before the change in control event will become non-forfeitable on the date of the change in control event.

(e) Acceptance . By electronically accepting this Grant, You irrevocably consent to any forfeiture of Restricted Stock Units required or authorized by this Agreement.

3. Issuance of Shares . If a Restricted Stock Unit becomes non-forfeitable pursuant to the terms of this Agreement, a share of Common Stock will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary) in payment of such Restricted Stock Unit on the date on which the Restricted Stock Unit becomes non-forfeitable, or as soon as practicable thereafter, but not later than 60 days thereafter (which date during that 61 day period will be determined by the Company). All shares of Common Stock issued under this Agreement will be duly authorized, validly issued, fully paid and non-assessable.

4. Code Section 409A . Notwithstanding the preceding provisions of this Section or any other provision of this Agreement to the contrary, if You are a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of a Separation from Service, any payment to be made pursuant to this Agreement that constitutes deferred compensation that is subject to Section 409A of the Code and that is to be paid due to a Separation from Service during the 6 month period following a Separation from Service (a “Delayed Payment”) will not be paid during that 6 month period but will instead be accumulated and paid on the first day of the seventh month following the date of the Separation from Service (or, if earlier, within 14 days after the death of You)(the “Delayed Payment Date”). For the avoidance of doubt, the preceding sentence will apply to any payment (and only to any payment) pursuant to this Agreement to which Code Section 409A(a)(2)(B)(i) (relating to specified employees) applies, and will not apply to any payment that is not subject to Code Section 409A as a result of Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals) or otherwise. Also for the avoidance of doubt, any Delayed Payment will accrue Dividend Equivalents until it is paid pursuant to the preceding provisions of this Section, which Dividend Equivalents will be accumulated and deemed reinvested in additional Restricted Stock Units at Fair Market Value on the Dividend Payment Date of such Dividend Equivalents (which additional Restricted Stock Units may also accrue Dividend Equivalents) and which will be paid (in money) on the Delayed Payment Date based on the Fair Market Value of such additional Restricted Stock Units on the Delayed Payment Date. Your right to any series of payments of Restricted Stock Units or Dividend Equivalents pursuant to this Agreement will be treated as a right to a series of separate payments within the meaning of

Treasury Regulation Section 1.409A-2(b)(2)(iii), including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4).

5. Your Commitments; Recoupment .

(a) If You, at any time before the Grant terminates: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity, accept employment by, render services for or otherwise assist any other business which competes with the business conducted by the Company or any of its Subsidiaries in which You worked during Your last 2 years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hire or solicit or arrange for the hiring or solicitation of any employee of the Company or any of its Subsidiaries, or encourage any such employee to leave such employment; (iii) use, disclose, misappropriate or transfer confidential or proprietary information concerning the Company or any of its Subsidiaries (except as required by Your work responsibilities with the Company or any of its Subsidiaries); or (iv) are convicted of a crime against the Company or any of its Subsidiaries; or (v) engage in any activity in violation of the policies of the Company or any of its Subsidiaries, including without limitation the Company's Code of Business Ethics and Conduct, or, at any time, engage in conduct adverse to the best interests of the Company or any of its Subsidiaries; then should any of the foregoing events occur, the Grant will be canceled, unless the Committee, in its sole discretion, elects not to cancel such Grant. The obligations in this Section are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between You and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement.

(b) You agree that You will be subject to any compensation, clawback and recoupment policies that may be applicable to You, as in effect from time to time and as approved by the Board or the Committee, whether or not approved before or after the Grant Date.

6. Restrictions on Grant . In no event may (a) You sell, exchange, transfer, assign, pledge, hypothecate, mortgage or dispose of the Grant or any interest therein, nor (b) the Grant or any interest therein be subject to anticipation, attachment, garnishment, levy, encumbrance or charge of any nature, voluntary or involuntary, by operation of law or otherwise and any attempt to do so, whether voluntary or involuntary, will be null and void and no other party will obtain any rights to or interest in the Grant. You may designate a Beneficiary to receive the Grant in the event of Your death in accordance with Section 2(d) of the Plan. Any Beneficiary will receive the Grant subject to all of the terms, conditions and restrictions set forth in this Agreement, including but not limited to the forfeiture provisions set forth in this Agreement.

7. Taxes and Withholding . The Committee may cause to be made, as a condition precedent to any payment or transfer of stock hereunder, appropriate arrangements for the withholding of any Federal, state or local taxes. If applicable, the Company will have the right, in its discretion, to deduct from any Dividend Equivalents payable pursuant to this Agreement, and from any shares to be issued pursuant to this Agreement, cash and/or shares, valued at Fair Market Value on the date of payment, in an amount necessary to satisfy all Federal, state and local taxes required by law to be withheld with respect to such Dividend Equivalents, cash and/or shares. You may be required to pay to the Company, prior to delivery of certificates representing such shares and prior to such shares being credited to a book entry account in Your name, the amount of any such taxes. The Company will accept whole shares of Common Stock of equivalent Fair Market Value in payment of the Company's minimum statutory withholding tax obligations if You elect to make payment in

shares.

8. Compliance with Law . The Company will make reasonable efforts to comply with all applicable federal and state securities laws. However, no shares or other securities will be issued pursuant to this Agreement if their issuance would result in a violation of any such law. If at any time the Committee determines, in its discretion, that the listing, registration or qualification of any shares subject to this Grant upon any securities exchange or under any state or Federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Grant or the issue of shares hereunder, no rights under the Grant may be exercised and shares of Common Stock may not be issued pursuant to the Grant, in whole or in part, unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee and any delay will in no way affect the dates of vesting or forfeiture of the Grant.

9. Amendments; Integrated Agreement . This Agreement may only be amended in a writing signed by You and an officer of the Company duly authorized to do so. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter, and the parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

10. Relation to Plan; Interpretation . The Grant is granted under the Plan, and the Grant and this Agreement are each subject to the terms and conditions of the Plan, which is incorporated in this Agreement by reference. In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan control. References to Sections are to Sections of this Agreement unless otherwise noted. The titles to Sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any Section.

11. Notices . Any notice hereunder by You will be given to the Senior Vice President Human Resources and the Corporate Secretary in writing and such notice and any payment by You will be deemed duly given or made only upon receipt by the Corporate Secretary at Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, U.S.A., or at such other address as the Company may designate by notice to You. Any notice to You will be in writing and will be deemed duly given if delivered to You in person or mailed or otherwise delivered to You at such address as You may have on file with the Company from time to time.

12. Interpretation and Disputes . This Agreement will be interpreted and construed, and all determinations will be made, by the Committee, and any such interpretation, construction or determination will be final, binding and conclusive on the Company and You. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

been exhausted and there is no possibility of resolution; or (iii) 30 days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within 14 days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney's fees incurred in such arbitration proceeding. You and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator's authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee's interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

13. General .

(a) Nothing in this Agreement confers upon You any right to continue in the employ or other service of the Company or any Subsidiary, or limit in any manner the right of the Company, its stockholders or any Subsidiary to terminate Your employment or adjust Your compensation.

(b) You have no rights as a stockholder with respect to any shares that may be issued pursuant to this Agreement until the date of issuance to You of a stock certificate for such shares or the date of a credit for such shares in a brokerage account in Your name.

(c) This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d) This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

(e) If applicable, any shares that may be earned pursuant to this Agreement are intended to qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code. Any provision of this Agreement that would prevent any such shares from so qualifying will be administered, interpreted and construed to carry out such intention, and any provision that cannot be so administered, interpreted and construed will to that extent be disregarded.

14. Definitions .

(a) “Cause” means (i) Your willful and continued failure to substantially perform Your duties with the Company (other than any such failure resulting from the Your incapacity due to physical or mental illness) or (ii) Your willful engaging in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise.

(b) “Disability” means “disability” as set forth in Treasury Regulation Section 1.409A-3(i)(4)(i).

(c) “Separation from Service” means ceasing to be a member of the Board which constitutes a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code (as determined in accordance with the first sentence of Treasury Regulation Section 1.409A-1(h)(3)).

(d) “Separation from Service by Retirement” means a Separation from Service from the Company in accordance with the Company's corporate governance guidelines.

BARNES GROUP INC.

STOCK AND INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT SUMMARY OF GRANT

For Employees Grade 21 and Up



Grantee:	[__________________________]
Grant Date:	[______] [__], [___]
Number of Restricted Stock Units and Vesting Schedule:	[________] Restricted Stock Units. The Restricted Stock Units will vest as to 1/3 on the 30-month, 42-month and 54-month anniversaries of the Grant Date, as follows:
	No. of Restricted Stock Units	Vesting Date
		[______] [__], [___]
		[______] [__], [___]
		[______] [__], [___]

	Except as provided otherwise in the Restricted Stock Unit Agreement, the Restricted Stock Units will vest in accordance with the foregoing vesting schedule if You remain in continued employment with the Company through the applicable vesting date.

Grant Acceptance:

You acknowledge that the Plan and the Plan prospectus are available as part of the online grant package with E*Trade and Barnes Net at http:// barnesnet.barnesgrp.net/Legal/default.aspx , respectively, and that paper copies of the Plan and the Plan prospectus are available upon request by contacting the Manager, Stockholder Relations, Monique B. Marchetti, at mmarchetti@bginc.com or 860-973-2185.

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

(a) Voluntary or Involuntary Termination . If You have a Separation from Service for any reason other than (i) death, (ii) Disability, or (iii) Separation from Service by Retirement (to the extent set forth in (d) below), any Restricted Stock Units that have not become non-forfeitable on or before the date on which You have a Separation from Service will be forfeited as of that date, and all of Your rights and interest in and to such forfeited Restricted Stock Units will thereupon terminate without payment of consideration by the Company. No Grant or other amount payable to You will be reduced by the amount of any Dividend Equivalents previously paid to You with respect to the forfeited Restricted Stock Units.

before the date on which Your death or Disability occurs will become non-forfeitable on that date.

(c) Retirement . If You have a Separation from Service by Retirement (so long as there is no Cause), and if, at least 2 years have passed since the Grant Date, then the portion of any Restricted Stock Units that did not become non-forfeitable before the date of Separation from Service by Retirement will become non-forfeitable on that date.

(d) Change in Control . If You did not have a Separation from Service before the date, if any, on which a “change in control event” occurs (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) & (ii)), then, except as otherwise provided in Your employment agreement with the Company, if applicable, any Restricted Stock Units that did not become non-forfeitable before the Change in Control will become non-forfeitable upon termination of employment (i) by the Company without Cause, (ii) by You for Good Reason, (iii) on account of death, (iv) on account of Disability, or (v) on account of Your Retirement, in each case, if such termination occurs on or within 2 years following the Change in Control.

(e) Acceptance . By electronically accepting this Grant, You irrevocably consent to any forfeiture of Restricted Stock Units required or authorized by this Agreement.

3. Issuance of Shares . If a Restricted Stock Unit becomes non-forfeitable pursuant to the terms of this Agreement, a share of Common Stock will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary) in payment of such Restricted Stock Unit on the date on which the Restricted Stock Unit becomes non-forfeitable or as soon as practicable thereafter, but not later than 60 days thereafter (which date during that 61 day period will be determined by the Company). All shares of Common Stock issued under this Agreement will be duly authorized, validly issued, fully paid and non-assessable.

Treasury Regulation Section 1.409A-2(b)(2)(iii), including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4).

5. Your Commitments; Recoupment .

shares.

been exhausted and there is no possibility of resolution; or (c) 30 days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within 14 days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney's fees incurred in such arbitration proceeding. You and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator's authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee's interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

13. General .

(c) This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d) This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

14. Definitions .

(b) “Disability” means, for Options, “disability” as defined in the Company's long-term disability plan as in effect from time to time (or, if that plan is not in effect at the time in question, as it was last in effect). For Restricted Stock Units and Performance Shares, “Disability” means

“disability” as set forth in Treasury Regulation Section 1.409A-3(i)(4)(i).

(c) “Good Reason” means “good reason” as defined in the Company's Severance Plan or in an employment or severance agreement if applicable.

(d) “Retirement” means retirement from the Company or a Subsidiary on or after the first anniversary of the Grant Date and at age 62 or later with a minimum of 5 full years of service with the Company and/or its Subsidiaries.

(e) “Separation from Service” means a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code (as determined in accordance with the first sentence of Treasury Regulation Section 1.409A-1(h)(3)).

(f) “Separation from Service by Retirement” means a Separation from Service from the Company or a Subsidiary on or after the first anniversary of the Grant Date and at age 62 or later with a minimum of 5 full years of service with the Company and/or its Subsidiaries under circumstances that do not constitute Cause.

BARNES GROUP INC.

STOCK AND INCENTIVE AWARD PLAN

STOCK OPTION SUMMARY OF GRANT

For Employees in Grade 21 and Up

Barnes Group Inc. , a Delaware corporation (the “Company”), under the Barnes Group Inc. Stock and Incentive Award Plan, as amended (the “Plan”), hereby grants to the individual named below (“You” or “Grantee”) this Option (the “Grant”) to purchase the number of shares of Common Stock set forth below (the “Shares”). The Grant is subject to this Stock Option Summary of Grant (this “Summary of Grant”), and the Stock Option Agreement attached as Exhibit A (the “Stock Option Agreement”) and the Plan, both of which are incorporated herein by reference and made part hereof. Unless otherwise defined, capitalized terms used in this Summary of Grant and the Stock Option Agreement have the meanings set forth in the Plan.



Grantee:	[__________________________]
Grant Date:	[______] [__], [___]
Expiration Date:	[______] [__], [___]

Number of Shares and Vesting Schedule:	[________] Shares. The Shares will vest as to 1/3 on the 18-month, 30-month and 42-month anniversaries of the Grant Date, as follows:
	No. of Shares	Vesting Date
		[______] [__], [___]
		[______] [__], [___]
		[______] [__], [___]

	Unless provided otherwise in the Stock Option Agreement, the Option will vest in accordance with the foregoing vesting schedule if You remain in continued employment with the Company through the applicable vesting date.

Purchase Price per Share:	$[______], which is 100% of the Fair Market Value of a Share on the Grant Date (the “Purchase Price”)

Type of Grant:	¨ Incentive Stock Option ¨ Non-Statutory Stock Option (also referred to as a Non- Qualified Stock Option)

Grant Acceptance:

You agree to be bound by the Plan, the Stock Option Agreement and this Summary of Grant by electronically acknowledging and accepting the Grant following the date of the Company's electronic or other written notification to You of the Grant. You accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Stock Option Agreement. In no event do You acquire any rights to the Grant unless You electronically accept, no later than 60 days after the Grant Date, this Summary of Grant and the attached Stock Option Agreement.

You acknowledge that the Plan and the Plan prospectus are available as part of the online grant package

with E*Trade and Barnes Net at http:// barnesnet.barnesgrp.net/Legal/default.aspx , respectively, and that paper copies of the Plan and the Plan prospectus are available upon request by contacting the Manager, Stockholder Relations, Monique B. Marchetti, at mmarchetti@bginc.com or 860-973-2185.

EXHIBIT A

STOCK OPTION AGREEMENT

NON-QUALIFIED STOCK OPTION

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

1. Exercise . Except as provided below, the Grant will vest on the Vesting Dates shown opposite the heading “Vesting Dates” on page 1 of the Stock Option Summary of Grant but only if you have been actively and continuously employed with the Company from the Grant Date to the Vesting Date. To the extent vested, you may exercise the Options under this Grant, in whole or in part, at the time or times as permitted by the Plan and this Grant Agreement if the Options have not otherwise expired, been forfeited or terminated.

2. Termination of Grant . The Grant terminates on the Expiration Date unless it terminates earlier under one of the following conditions:

(a) Voluntary Termination . If You terminate Your employment for any reason other than (i) death, (ii) Disability, or (iii) Retirement (to the extent set forth in (d) below), that portion of the Grant which is exercisable as of the date of such termination of employment will terminate on the date of such termination of employment. That portion of the Grant which has not yet become exercisable as of the date of such termination of employment will be forfeited as of such date.

(b) Involuntary Termination . If Your employment is terminated by the Company and/or its Subsidiaries without Cause, that portion of the Grant which is exercisable as of the date of such termination of employment will terminate 1 year after such termination of employment. That portion of the Grant which has not yet become exercisable as of the date of such termination of employment will be forfeited as of such date.

(c) Death or Disability . If Your employment terminates as a result of death or Disability, that portion of the Grant which has not yet become exercisable will become exercisable as of the date of such termination of employment. The Option will terminate 1 year after the date of termination of employment.

(d) Retirement . If Your employment terminates as a result of Retirement at least 1 year after the Grant Date, that portion of the Grant which has not yet become exercisable will become exercisable as of the date of Retirement. The Option will terminate 5 years after the date of Retirement.

(e) For Cause . Notwithstanding the preceding subsections, if Your employment is terminated for Cause (even if such termination would otherwise qualify as Retirement), all of the

outstanding Grants will terminate on the date of such termination of employment.

(f) Change in Control . Except as otherwise provided in Your employment agreement with the Company, the unvested portion of Your Grant will fully accelerate upon Your termination of employment following a Change in Control (i) by the Company without Cause, (ii) by You for Good Reason, (iii) on account of death, (iv) on account of Disability, or (v) on account of Retirement, in each case, if Your termination occurs on or within 2 years following a Change in Control. The Option will terminate 2 years after the date of termination of employment.

(g) Miscellaneous . Notwithstanding any other provision of this Agreement, no portion of the Grant may be exercised after the Expiration Date. The vesting of the Grant is cumulative, but will not exceed 100% of the Shares subject to the Grant. If the vesting schedule would produce fractional Shares, the number of Shares for which the Grant becomes exercisable will be rounded down to the nearest whole Share.

(h) Acceptance . Electronically accept this Grant, You irrevocably consent to any forfeiture of the Option required or authorized by this Agreement

3. Method of Exercising Grant . The Grant may be exercised in whole or in part by delivery of notice to the stock plan administrator of the Company (the “Administrator”), in a form satisfactory to the Administrator, specifying the number of shares which will be purchased and the date on which the shares will be purchased (the “Purchase Date”). The notice must be accompanied by full payment for the shares to be purchased. If You elect to pay the Purchase Price in whole or in part with proceeds generated by the sale of stock acquired under the Grant through a broker under a cashless exercise arrangement referred to in Section 7(b)(iii) of the Plan, that part of the Purchase Price to be paid with proceeds of such sale may be paid pursuant to the arrangement approved by the Committee for this purpose. In addition, payment for shares being purchased pursuant to the Grant may be made in whole or in part with shares of Common Stock by either actual delivery of shares or by attestation, if those shares have been owned by You for at least 6 months or were acquired on the open market. The value of the shares will be their Fair Market Value on the Purchase Date. Stock certificates representing any shares actually being delivered as payment must be delivered to the Administrator on the Purchase Date. In connection with the exercise of the Grant, the Common Stock to be issued will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary).

4. Code Section 409A . The Grant is intended to qualify as an option that “does not provide for a deferral of compensation” within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(i)(A). The Grant and this Agreement will be administered, interpreted and construed to carry out that intention, and any provision of this Agreement that cannot be so administered, interpreted and construed will to that extent be disregarded. However, the Company does not represent, warrant or guarantee that the Grant does not provide for such a deferral of compensation, nor does the Company make any other representation, warranty or guaranty to You as to the tax consequences of the Grant or this Agreement.

5. Your Commitments; Recoupment .

(a) If You, at any time before the Grant terminates: (i) directly or indirectly, whether as an owner, partner, shareholder, consultant, agent, employee, investor or in any other capacity,

accept employment by, render services for or otherwise assist any other business which competes with the business conducted by the Company or any of its Subsidiaries in which You worked during Your last 2 years with the Company or any of its Subsidiaries; (ii) directly or indirectly, hire or solicit or arrange for the hiring or solicitation of any employee of the Company or any of its Subsidiaries, or encourage any such employee to leave such employment; (iii) use, disclose, misappropriate or transfer confidential or proprietary information concerning the Company or any of its Subsidiaries (except as required by Your work responsibilities with the Company or any of its Subsidiaries); or (iv) are convicted of a crime against the Company or any of its Subsidiaries; or (v) engage in any activity in violation of the policies of the Company or any of its Subsidiaries, including without limitation the Company's Code of Business Ethics and Conduct, or, at any time, engage in conduct adverse to the best interests of the Company or any of its Subsidiaries; then should any of the foregoing events occur, the Grant will be canceled, unless the Committee, in its sole discretion, elects not to cancel such Grant. The obligations in this Section are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between You and the Company, and nothing herein is intended to waive, modify, alter or amend the terms of any such other agreement.

the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Grant or the issue of shares hereunder, no rights under the Grant may be exercised and shares of Common Stock may not be issued pursuant to the Grant, in whole or in part, unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee and any delay will in no way affect the dates of vesting or forfeiture of the Grant.

shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator's authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee's interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

13. General .

(c) This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d) This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

14. Definitions .

(c) “Good Reason” means “good reason” as defined in the Company's Severance Plan or in an employment or severance agreement if applicable.

(d) “Retirement” means retirement from the Company or a Subsidiary on or after the first anniversary of the Grant Date and at age 62 or later with a minimum of 5 full years of service

with the Company and/or its Subsidiaries.

BARNES GROUP INC.

STOCK AND INCENTIVE AWARD PLAN

PERFORMANCE SHARE AWARD SUMMARY OF GRANT

For Officers and Other Individuals as Designated by the CMDC

Barnes Group Inc. , a Delaware corporation (the “Company”), under the Barnes Group Inc. Stock and Incentive Award Plan, as amended (the “Plan”), hereby grants to the individual named below (“You” or “Grantee”) this Performance Share Award (also referred to as Performance Share Unit Award) (the “Grant”), representing the target number of performance shares set forth below (each a “Performance Share”) that may be earned by You based on the level of achievement of the Performance Goals. Each Performance Share entitles You to one share of Common Stock. The actual number of Performance Shares earned will be based on the actual performance level achieved with respect to the Performance Goals set forth on Schedule A . The Performance Shares are subject to this Performance Share Award Summary of Grant (the “Summary of Grant”), and the Performance Share Award Agreement attached as Exhibit A (the “Performance Share Award Agreement”) and the Plan, both of which are incorporated herein by reference and made part hereof. The Grant also entitles You to be paid Dividend Equivalents as set forth in the Performance Share Award Agreement. Unless otherwise defined, capitalized terms used in this Summary of Grant and the Performance Share Award Agreement have the meanings set forth in the Plan.



Grantee:	[__________________________]
Grant Date:	[______] [__], [___]
Target Award:	[______] Performance Shares
Performance Period:	The 3 year period beginning on January 1, 2011 and ending on December 31, 2013.
Performance Goals: Vesting Schedule	The Performance Goals are based on the performance measures set forth on Schedule A . The Performance Shares will be earned based on the performance level achieved with respect to the Performance Goals if, except as provided otherwise in the Performance Share Award Agreement, You continue employment with Company through the third anniversary of the Grant Date. The number of Performance Shares set forth above is equal to the target number of shares of Common Stock that the Grantee will earn for 100% achievement of the Performance Goals (referred to as the “Target Award”). The actual number of shares of Common Stock that You will earn with respect to the Performance Shares may be greater or less than the Target Award, or even zero, and will be based on the performance level achieved by the Company with respect to the Performance Goals, as set forth on Schedule A . Performance level is measured based on the threshold, target and maximum performance levels set forth on Schedule A . Each performance level is calculated as a percentage of target level performance. Threshold performance level is 33% of target, target performance level is 100% of target, maximum performance level is 150% of target, maximum+ performance level is 200% of target and maximum++ performance level is 250% of target. If actual performance is between performance levels, the number of Performance Shares earned will be interpolated on a straight line basis for pro-rata achievement of the Performance Goals, rounded down to the nearest whole number. Failure to achieve the threshold performance level with respect to a Performance Goal will result in no Performance Shares being earned with respect to that Performance Goal.

Grant Acceptance:

You agree to be bound by the Plan, the Performance Share Award Agreement and this Summary of Grant by electronically acknowledging and accepting the Grant following the date of the Company's electronic or other written notification to You of the Grant. You accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Performance Share Award Agreement. In no event do You acquire any rights to the Grant unless You electronically accept, no later than 60 days after the Grant Date, this Summary of Grant and the attached Performance Share Award Agreement.

Schedule A

The number of Performance Shares that may be earned will be determined based on the actual performance level achieved with respect to the following performance measures during the Performance Period: 3-Year Total Stockholder Return (“TSR”); 3-Year Basic Earnings Per Share (“EPS”) Growth; and 3-Year EBITDA Growth (collectively referred to as the “Performance Goals,” and each individual measure, a “Performance Goal”). The chart below sets forth the applicable weighting of each performance measure and the Performance Goals needed to be achieved at each performance level for such performance measure during the Performance Period:

January 1, 2011-December 31, 2013 Performance Period



Performance Measure	Weight	Performance Level	Performance Goals	Performance Shares Earned as a Percentage of Target (% of Target) *
3-Year TSR 3-Year Basic EPS Growth* 3-Year EBITDA Growth****	33.3334% each	Threshold	Achieve 33 ^rd percentile ranking within the Russell 2000	33%
		Target	Achieve 50 ^th percentile ranking within the Russell 2000	100%
		Maximum	Achieve 66 ^th percentile ranking within the Russell 2000	150%
		Maximum+	Achieve 75 ^th percentile ranking within the Russell 2000	200%
		Maximum++	Achieve 85 ^th percentile ranking within the Russell 2000	250%

* The actual number of Performance Shares that will be earned is based on the Company's percentile ranking within the Russell 2000 Index at the end of the Performance Period. Actual performance level achievement between each performance level will be interpolated on a straight line basis rounded down to the nearest whole number; provided that if the actual performance level achieved does not meet threshold performance (i.e., less than 33%) for the applicable performance measure, then no Performance Shares will be earned for that performance measure pursuant to this Grant. Threshold level performance may be achieved for one performance measure and not another based on the Company's actual performance during the Performance Period. The actual number of Performance Shares earned will be determined by the Committee based on the actual performance level achieved with respect to each of the applicable Performance Goals, factoring in the weighting for each performance measure. The maximum number of Performance Shares that may be earned pursuant to this Grant is capped at 250% of the Target Award. 3-Year TSR represents the comparison between the average closing price for the 20 days before the grant and the average closing price for the final 20 days of the Performance Period, plus cumulative dividends during the Performance Period. At the end of the Performance Period, the TSR for the Company and each company in the Russell 2000 Index will be calculated by dividing the Closing Average Share Value by the Opening Share Value. For purposes of this Grant, the term “Closing Average Share Value” means the average closing value of the common stock, for the 20 trading days ending on the last day of the Performance Period (i.e., the 20 trading days ending on December 31, 2013) (the “20-day period”), which will be calculated as follows: (i) determine the closing price of the common stock on each trading date during the 20-day period, (ii) average the amounts so determined for the 20-day period; the term “Opening Share Value” means the average of the closing price of a share of common stock for the 20 trading days preceding the start of the Performance Period (i.e., January 1, 2011); * 3-Year Basic EPS Growth represents earnings per share after the effect of conversion of convertible preferred, convertible debentures, and options and warrants which have been identified as common stock equivalents and before extraordinary items. Growth will be computed as Basic EPS in Year 3 divided by Basic EPS in the year preceding this award (i.e. 2010). ****3-Year EBITDA Growth represents Operating Income Before Depreciation and Amortization. EBITDA will be computed as EBITDA in Year 3 divided by EBITDA in the year preceding this award (i.e. 2010).

EXHIBIT A

PERFORMANCE SHARE AWARD AGREEMENT

NOW, THEREFORE, in consideration of the agreements of each, and for other good and valuable consideration, the parties agree as follows:

1. Contingent Dividend Equivalents . You may be entitled to receive from the Company the cash payments described below, if (and only if) the Performance Shares are earned during the Performance Period pursuant to the Performance Share Award Summary of Grant. You understand and agree that, if the Company cancels the Performance Shares, the Dividend Equivalents that would have been payable if those Performance Shares had not been cancelled will automatically be cancelled, without action by the Company (other than its action cancelling those Performance Shares) and without the payment of any consideration to You, unless the Committee provides otherwise when those Performance Shares are cancelled or at a prior time.

2. Calculation of Dividend Equivalents . At the end of the Performance Period, or a prior date on which a portion of the Performance Shares have been earned pursuant to this Agreement, (the “End Date”) after the determination of the number of Performance Shares that have been earned, there will be calculated the dividends that were paid (other than a dividend paid in Common Stock, which is subject to the adjustment provided in Section 10 of the Plan) to the holders of Common Stock, the record date of which fell during the period commencing on the Grant Date and ending on the End Date (each a “Dividend Payment Date”). The Company will credit and pay to you, at the time specified in 5(a) below, an amount of money (“Dividend Equivalents”) determined by multiplying (a) the number of Performance Share Shares earned on the End Date (if any), times (b) the dividend per share paid on each Dividend Payment Date. However, if the dividend is paid in property other than cash, the amount of money to be paid to You in respect of such dividend will be determined by multiplying (i) the number of the Performance Shares (if any), times (ii) the fair market value on each Dividend Payment Date of the property that was paid per share of Common Stock as a dividend on such Dividend Payment Date. The fair market value of the property that was paid will be determined by the Committee in its sole and absolute discretion.

Any provision of this Agreement to the contrary notwithstanding, in no event (except on Death, Disability or a Change in Control as a result of which Performance Shares are deemed earned pursuant to this Agreement) will any payment be made pursuant to this Section unless the Committee certifies in writing that the performance goals applicable to the related Performance Shares and any other material terms (within the meaning of Treasury Regulation section 1.162-27(e)(5)) applicable to such payment were in fact satisfied.

3. Vesting of Grant . The Performance Shares will be earned based on the actual performance level achieved with respect to the Performance Goals set forth on Schedule A of the Performance Share Award Summary of Grant and You remaining continuously employed by the Company through the third anniversary of the Grant Date.

4. Forfeiture or Earning of Performance Share Awards Prior to the End of the Performance Period .

(a) Notwithstanding the vesting schedule contained in the Performance Share Award Summary of Grant, the vesting schedule may change under one of the following conditions:

(i) Voluntary Termination or Termination for Cause . If You initiate a Separation from Service other than as a result of (A) death, (B) Disability, or (C) a Separation from Service by Reason of Retirement or if you have a Separation from Service initiated by the Company and/or its Subsidiaries for Cause, in each case, before the third anniversary of the Grant Date, then the Grant will terminate with respect to all Performance Shares, whether or not earned as of the date of the Separation from Service, and You will not be entitled to any distribution of shares for any Performance Shares.

(ii) Involuntary Termination . If You have a Separation from Service initiated by the Company and/or its Subsidiaries without Cause before the last day of the Performance Period, then on the last day of the Performance Period, the number of Performance Shares that will be deemed earned will equal the number of Performance Shares actually earned pursuant to the Grant, as determined at the end of the Performance Period, multiplied by a fraction equal to the total days worked from the beginning of the Performance Period to the date of the Separation from Service, divided by the total number of days in the Performance Period.

(iii) Death or Disability . If You have a Separation from Service as a result of Your death or incur a Disability, in each case, before the last day of the Performance Period, then on the date of that Separation from Service or Disability, the number of Performance Shares that will be deemed earned will equal the number of Performance Shares subject to the award at target multiplied by a fraction equal to the total days worked from the beginning of the Performance Period to the date of death or Disability, divided by the total number of days in the Performance Period.

(iv) Retirement .

(A) If You have a Separation from Service by Retirement before the last day of the Performance Period (so long as there is no Cause), and if, at least 2 years have passed since the Grant Date, then on the last day of the Performance Period, the number of Performance Shares that will be deemed earned will equal the number of Performance Shares actually earned pursuant to the Grant, as determined at the end of the Performance Period, multiplied by a fraction equal to the total days worked from the beginning of the Performance Period to the date of the Separation from Service by Retirement, divided by the total number of days in the Performance Period.

(B) If You have a Separation from Service by Retirement before the last day of the Performance Period (so long as there is no Cause), and if, less than 2 years have passed since the Grant Date, then on the last day of the Performance Period, the number of Performance Units that will be deemed earned will be the lesser of (1) the number of Performance Units actually earned pursuant to the Grant, as determined at the end of the Performance Period, or (2) the number of Performance Units subject to the award at target, in either case, multiplied by a fraction equal to the total days worked from the beginning of the Performance Period to the date of the Separation from Service by Retirement, divided by the total number of days in the Performance Period.

(v) Change in Control . If You remain employed with the Company from the Grant Date to the date, if any, on which a Change in Control occurs before the last day of the Performance Period, except as otherwise provided in Your employment agreement, if applicable, the number of Performance Shares that will be deemed earned will equal the sum of (A) the number of Performance Shares subject to the award earned for each completed year (1/3 of the total number that would be earned for the full Performance Period based upon actual performance in the completed year(s)) of the Performance Period, if any, based on the achievement of the Performance Goals, plus (B) the target number of Performance Shares for each incomplete year of the Performance Period, if you are terminated (1) by the Company without Cause or (2) You terminate employment for Good Reason, in either case, if such termination occurs on or within 2 years following the Change in Control.

(b) Acceptance . All Performance Shares that are not earned in accordance with the terms of this Agreement and the Performance Share Award Summary of Grant will be forfeited. By electronically accepting this Grant, You irrevocably consent to any forfeiture of Performance Shares required or authorized by this Agreement.

5. Issuance of Shares .

(a) Except as otherwise provided below, a share of Common Stock will be issued to You in payment of each Performance Share that is deemed earned pursuant to the terms of this Agreement as soon as practicable in the year (but no later than July 1) following the year in which such Grant is deemed earned (which date during that period will be determined by the Company). In the event a distribution is due under Section 4(a)(ii) prior to the end of the Performance Period, the shares will be issued as soon as practicable following the date of the event giving rise to the payment, but no later than 60 days following the date of the event. In the event a distribution is due under Section 4(a)(v) prior to the end of the Performance Period, the shares will be issued on the first day of the seventh month following the date of termination.

(b) Notwithstanding any provision of this Agreement to the contrary, (i) no “distributions” (within the meaning of Treasury Regulation Section 1.409A-1(c)(3)(v)) of deferred compensation that is subject to Section 409A of the Code may be made pursuant to this Agreement to a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) (“Specified Employee”) due to a Separation from Service before the date that is 6 months after the date of such Specified Employee's Separation from Service (or, if earlier than the end of the 6 month period, the date of his death); and (ii) any distribution that, but for the preceding clause (i), would be made before the date that is 6 months after the date of the Specified Employee's Separation from Service will be paid on the first day of the seventh month following the date of his Separation from Service (or, if earlier, within 14 days after the date of his death). For the avoidance of doubt, the preceding sentence will apply to any payment (and only to any payment) pursuant to this Agreement to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and will not apply to any payment that is not subject to Code Section 409A as a result of Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals) or otherwise. Your right to any series of payments pursuant to this Agreement will be treated as a right to a series of separate payments within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii), including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4).

(c) In no event, except a Change in Control or a Grantee's Separation from Service as a result of death or Disability, as a result of which Performance Shares are deemed earned pursuant to this Agreement, will any shares be issued in payment of Performance Shares unless the Committee certifies in writing that the performance goals and any other material terms (within the meaning of Treasury Regulation Section 1.162-27(e)(5)) were in fact satisfied with respect to such Performance Shares. Such certification will be final, conclusive and binding on You, and on all other persons, to the maximum extent permitted by law.

(d) The shares to be issued will be credited to a brokerage account established by the Company in Your name (or, in the event of Your death, in the name of Your Beneficiary) in payment of such Performance Shares. All shares of Common Stock issued under this Agreement will be duly authorized, validly issued, fully paid and non-assessable.

6. Your Commitments; Recoupment .

7. Restrictions on Grant . In no event may (a) You sell, exchange, transfer, assign, pledge, hypothecate, mortgage or dispose of the Grant or any interest therein, nor (b) the Grant or any interest therein be subject to anticipation, attachment, garnishment, levy, encumbrance or charge of any nature, voluntary or involuntary, by operation of law or otherwise and any attempt to do so, whether voluntary or involuntary, will be null and void and no other party will obtain any rights to or interest in the Grant. You may designate a Beneficiary to receive the Grant in the event of Your death in accordance with Section 2(d) of the Plan. Any Beneficiary will receive the Grant subject to all of the terms, conditions and restrictions set forth in this Agreement, including but not limited to the forfeiture provisions set forth in this Agreement.

8. Taxes and Withholding . The Committee may cause to be made, as a condition precedent to

any payment or transfer of stock hereunder, appropriate arrangements for the withholding of any Federal, state or local taxes. If applicable, the Company will have the right, in its discretion, to deduct from any Dividend Equivalents payable pursuant to this Agreement, and from any shares to be issued pursuant to this Agreement, cash and/or shares, valued at Fair Market Value on the date of payment, in an amount necessary to satisfy all Federal, state and local taxes required by law to be withheld with respect to such Dividend Equivalents, cash and/or shares. You may be required to pay to the Company, prior to delivery of certificates representing such shares and prior to such shares being credited to a book entry account in Your name, the amount of any such taxes. The Company will accept whole shares of Common Stock of equivalent Fair Market Value in payment of the Company's minimum statutory withholding tax obligations if You elect to make payment in shares.

9. Compliance with Law . The Company will make reasonable efforts to comply with all applicable federal and state securities laws. However, no shares or other securities will be issued pursuant to this Agreement if their issuance would result in a violation of any such law. If at any time the Committee determines, in its discretion, that the listing, registration or qualification of any shares subject to this Grant upon any securities exchange or under any state or Federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of this Grant or the issue of shares hereunder, no rights under the Grant may be exercised and shares of Common Stock may not be issued pursuant to the Grant, in whole or in part, unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee and any delay will in no way affect the dates of vesting or forfeiture of the Grant.

10. Amendments; Integrated Agreement . This Agreement may only be amended in a writing signed by You and an officer of the Company duly authorized to do so. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces all prior agreements and understandings with respect to such subject matter, and the parties have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein.

11. Relation to Plan; Interpretation . The Grant is granted under the Plan, and the Grant and this Agreement are each subject to the terms and conditions of the Plan, which is incorporated in this Agreement by reference. In the event of any inconsistent provisions between this Agreement and the Plan, the provisions of the Plan control. References to Sections are to Sections of this Agreement unless otherwise noted. The titles to Sections of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any Section.

12. Notices . Any notice hereunder by You will be given to the Senior Vice President Human Resources and the Corporate Secretary in writing and such notice and any payment by You will be deemed duly given or made only upon receipt by the Corporate Secretary at Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, U.S.A., or at such other address as the Company may designate by notice to You. Any notice to You will be in writing and will be deemed duly given if delivered to You in person or mailed or otherwise delivered to You at such address as You may have on file with the Company from time to time.

13. Interpretation and Disputes . This Agreement will be interpreted and construed, and all determinations will be made, by the Committee, and any such interpretation, construction or

determination will be final, binding and conclusive on the Company and You. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

Any claim, demand or controversy arising from such interpretation, construction or determination by the Committee shall be submitted first to a mediator in accordance with the rules of the American Arbitration Association (“AAA”) by submitting a mediation request to the Administrator within 30 days of the date of the Committee's interpretation or construction. The mediation process shall conclude upon the earlier of: (a) the resolution of the dispute; (b) a determination by either the mediator or one or more of the parties that all settlement possibilities have been exhausted and there is no possibility of resolution; or (c) 30 days have passed since the filing of a request to mediate with the AAA. A party who has previously submitted a dispute to mediation, and which dispute has not been resolved, may submit such dispute to binding arbitration pursuant to the rules of the AAA. Any arbitration proceeding for such dispute must be initiated within 14 days from the date that the mediation process has concluded. The prevailing party shall recover its costs and reasonable attorney's fees incurred in such arbitration proceeding. You and the Company specifically understand and agree that the failure of a party to timely initiate a proceeding hereunder shall bar the party from any relief or other proceeding and any such dispute shall be deemed to have been finally and completely resolved. All mediation and arbitration proceedings shall be conducted in Bristol, Connecticut or such other location as the Company may determine and You agree that no objection shall be made to such jurisdiction or venue, as a forum non conveniens or otherwise. The arbitrator's authority shall be limited to resolution of the legal disputes between the parties and the arbitrator shall not have authority to modify or amend this Agreement or the Committee's interpretation or construction thereof, or abridge or enlarge rights available under applicable law. Any court with jurisdiction over the parties may enforce any award made hereunder.

14. General .

(c) This Agreement is binding upon the successors and assigns of the Company and upon Your Beneficiary, estate, legal representatives, legatees and heirs.

(d) This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

15. Definitions .

(c) “Good Reason” means “good reason” as defined in the Company's Severance Plan or in an employment or severance agreement if applicable.

BARNES GROUP INC.

Enhanced Life Insurance Program

As Amended and Restated Effective April 1, 2011

Preamble

The Barnes Group Inc. Enhanced Life Insurance Program (the “Program”) was originally adopted effective October 1, 1992 and was previously amended effective May 16, 1997, December 31, 2007 and December 31, 2008.

In accordance with the Company's unrestricted right to amend, modify, withdraw or add to any of the benefits, terms or conditions of the Program at any time, the Company hereby amends and restates the Program effective April 1, 2011.

To the extent the Program is subject to the requirements imposed by Code section 409A on nonqualified deferred compensation plans (and the applicable guidance issued thereunder), the Program is intended to comply with such requirements and the terms of the Plan shall be interpreted consistently therewith.

The Program as amended and restated effective April 1, 2011, shall not apply to any amounts (including without limitation taxable benefits) to be paid or provided pursuant to the provisions of the Program as in effect prior to December 30, 2007 that are “grandfathered” from Code section 409A (i.e., that constitute compensation to which Code section 409A does not apply pursuant to Treasury Regulation section 1.409A-6 or any other applicable Treasury Department guidance) (“Grandfathered Amounts”). Grandfathered Amounts shall be determined in accordance with, and be governed exclusively by, the provisions of the Program as in effect before December 30, 2007. Effective December 31, 2008, any amounts, other than Grandfathered Amounts, to be paid or provided under the Program shall be determined in accordance with, and be governed exclusively by, the Program as amended and restated effective December 31, 2008 and as further amended and restated effective April 1, 2011, which is set

forth herein.

Section 1. Purpose

The Enhanced Life Insurance Program (ELIP) is designed to replace the group term life insurance plan for salaried employees in grades 20 and above (excluding officers) of Barnes Group Inc. with insurance that provides increasing cash value and little or no post-retirement income tax liabilities.

Section 2. Definitions

2.1 "Affiliate" means a corporation or trade or business that, together with the Company, is a member of: (a) a controlled group of corporations, within the meaning of Code section 414(b), or (b) a group of trades or businesses under common control, within the meaning of Code section 414(c).

2.2 "Base Salary" means annual compensation excluding any bonuses or other special compensation.

2.3 "Benefits Committee" means the Benefits Committee appointed by the Board of Directors, which Committee has the sole authority and discretion to administer the Plan in accordance with its terms and purposes.

2.4 "Board of Directors" means the Board of Directors of the Company.

2.5 "Code" means the Internal Revenue Code of 1986, as amended from time to time.

2.6 "Company" means Barnes Group Inc.

2.7 "CMDC" means the Compensation and Management Development Committee of the Company's Board of Directors.

2.8 "Death Benefit" means the amount of life insurance provided under the Plan pursuant to Section 5.1.

2.9 "Eligible Employee" means any salaried employee of the Company in salary grades 20 and above, excluding officers; provided that, notwithstanding the foregoing, the Benefits Committee may exclude any employee of the Company from participation in the Program at any time before an Insurance Policy is issued to such employee under the Program. Notwithstanding the foregoing,

no employee of the Company may become an Eligible Employee after April 1, 2011.

2.10 "Insurance Policy" means the Group Flexible Premium Adjustable Life Insurance Policy issued by Massachusetts Mutual Life Insurance Company to provide the benefits under this Plan, as in force on April 1, 2011, and any successor life insurance policy obtained to provide such benefits. The specific terms of the Insurance Policy that apply to each Participant in the Plan are reflected in an individual certificate issued by the Massachusetts Mutual Life Insurance Company to, or on behalf of, each such Participant as the insured.

2.11 "Life Insurance Company" means Massachusetts Mutual Life Insurance Company, or any other insurance carrier that the Company might use for this program.

2.12 "Participant" means an Eligible Employee who has met insurance underwriting requirements and is issued an Insurance Policy under the terms of this Plan.

2.13 "Plan" means the Barnes Group Inc. Enhanced Life Insurance Program (ELIP), as amended and in effect from time to time.

2.14 "Plan Year" means July 1st through June 30th.

2.15 "Reimburse" (including without limitation “Reimburse a Participant”) or "Reimbursement" means a payment by the Company to a Participant, or directly to the Life Insurance Company on behalf of the Participant, as applicable, to pay any Required Insurance Premiums.

2.16 "Required Insurance Premium" means the insurance premiums, if any, determined on an objective, nondiscretionary basis by the Life Insurance Company in accordance with Section 7.

2.17 "Separation from Service" (or "Separates from Service") means a Participant's death, retirement or other termination of employment with the Company and all Affiliates. Whether a Separation from Service has occurred shall be determined by the Benefits Committee based on all of the facts and circumstances and in accordance with Treasury Regulation section 1.409A-1(h) and any other relevant guidance issued under Code section 409A.

Section 3. Administration

The Plan shall be administered by the Benefits Committee.

Section 4. Participation in the Plan

4.1 All Eligible Employees may participate in the Plan on the first day of the Plan Year coinciding with or next following their date of eligibility for the Company's group term life insurance plan.

4.2 Eligible Employees may apply to become participants in the Plan by completing an application to the Life Insurance Company and submitting any required documentation. Acceptance in the Plan is subject to the Life Insurance Company's underwriting requirements. An Eligible Employee shall become a Participant in the Plan when an Insurance Policy covering him or her is issued by the Life Insurance Company.

Section 5. Life Insurance Benefits

5.1 Prior to retirement, the life insurance benefit, as of the beginning of each Plan Year, equals three (3) times the Eligible Employee's Base Salary, rounded up to the next $1,000 for salaried employees in grade 20, and 4 times the Eligible Employee's Base Salary, rounded up to the next $1,000 for salaried employees in grades 21 and above. In the case of an Eligible Employee for whom Reimbursements may be made for any Plan Year quarter after the quarter in which Separation from Service occurs (i.e., an Eligible Employee who before Separation from Service has attained age 55 and at least ten (10) years of service with the Company and/or an Affiliate), the Eligible Employee's Base Salary used to calculate his life insurance benefit under the Plan shall not be adjusted after the date the Eligible Employee experiences a Separation from Service. However, the Death Benefit will be reduced in accordance with Section 5.4 below.

5.2 When a Participant receives an increase in Base Salary or a promotion from Grade 20 other than in the beginning of the Plan Year, the amount of additional life insurance (equal to 3 or 4 times the increase in Base Salary rounded up to the next $1,000 as defined in 5.1) will be provided through the Company's group term life insurance plan. The additional life insurance benefit that is

provided through the Company's group term life insurance plan pursuant to the preceding sentence will be provided under the Plan as of the first day of the immediately following Plan Year, subject to the Life Insurance Company's underwriting requirements and provided that the Eligible Employee does not have a Separation from Service on or before such date.

5.3 The owner of the Insurance Policy is the Participant unless otherwise designated by the Participant. The cash value of the Insurance Policy belongs to the owner. Beneficiary designations are made by the owner of the Insurance Policy and may be changed at any time. Upon termination of employment, the Insurance Policy may be continued by the policy owner.

5.4 At retirement, the Death Benefit will continue at a reduced level equal to 30% of the pre-retirement Death Benefit. Notwithstanding the foregoing, no portion of the pre-retirement Death Benefit will be continued for any Participant who has a Separation from Service after April 1, 2011. Participants are eligible to continue at their own expense all or a part of the Death Benefit that does not continue into retirement, subject to Life Insurance Company provisions.

Section 6. Company's Reimbursement of Premiums

6.1 Subject to Sections 6.2 and 6.3, the Company shall Reimburse a Participant for all Required Insurance Premiums. Any Required Insurance Premiums shall be Reimbursed in the quarter of the Plan Year in which Section 7.1 or, if applicable, Section 7.3 below contemplates that they will be paid to the Life Insurance Company. Within the meaning of Treasury Regulation section 1.409A-3(i)(1)(iv), the amount of Required Insurance Premiums eligible for reimbursement during a Participant's taxable year may not affect the amount of Required Insurance Premiums eligible for reimbursement in any other taxable year, and the in-kind benefits provided pursuant to the Plan during a Participant's taxable year may not affect the in-kind benefits to be provided pursuant to the Plan in any other taxable year. In addition to any other limitations and restrictions that apply pursuant to the Plan, and notwithstanding any provision of the Plan to the contrary, payment of each Reimbursement is subject to the condition that (a) the Participant must be actively employed

in the calendar year in which the Reimbursement in question is paid or, if a Reimbursement is paid on or after January 1 and on or before March 15 of a calendar year, must be actively employed in such January 1 to March 15 period or in the immediately preceding calendar year, and must not have had a Separation from Service before the calendar year in which the Reimbursement in question is paid, unless the Reimbursement in question is paid on or after January 1 and on or before March 15 of a calendar year, in which case must not have had a Separation from Service before the immediately preceding calendar year, or (b) the Participant must have attained age 55 and at least ten (10) years of service with the Company and/or an Affiliate on or before the date on which such Reimbursement is paid and before a Separation from Service.

6.2 Except as provided in Section 6.3, the Company shall cease Reimbursing the Required Insurance Premiums as of the end of the Plan Year quarter in which any of the following occurs:

(a) a Participant Separates from Service, or

(b) a Participant obtains a loan or withdraws any portion of the cash surrender value under the Insurance Policy, or

(d) two years after the Participant is first absent from work because of a disability.

6.3 If a Participant who has at least ten (10) years of service with the Company and/or an Affiliate attains age fifty-five (55) before a Separation from Service occurs, the Company shall continue to Reimburse any Required Insurance Premiums in accordance with Section 6.1 during the lifetime of the Participant unless and until the Plan is amended to provide otherwise pursuant to Section 9.1 or the Participant obtains a loan or withdraws any portion of the cash surrender value under the Insurance Policy. The Reimbursement described in the preceding sentence shall not apply to any Participant who has a Separation from Service after April 1, 2011, other than a Participant who has at least ten (10) years of service with the Company and/or an Affiliate and who attains age fifty-five (55) on or prior to December 31, 2011.

6.4 If the Company ceases to Reimburse Required Insurance Premiums for any reason including those in Section 6.2, the policy owner may continue paying the premium on his own, may borrow against the policy to pay premiums, or may cash in the policy.

Section 7. Required Insurance Premiums

7.1 Prior to a Participant's Separation from Service or, if earlier, the later of (a) the end of the Plan Year in which the Participant attains age sixty-five (65), or (b) the end of the Plan Year in which the minimum period necessary to avoid having the Insurance Policy classified as a modified endowment contract under Code section 7702A ends, the Required Insurance Premiums for any Plan Year shall be the quarterly insurance premiums that as of the beginning of such Plan Year are required to be paid to the Life Insurance Company on the first day of each quarter during such Plan Year (i.e., July 1, October 1, January 1 and April 1) to provide the Participant with the Death Benefit under the Insurance Policy through age one hundred (100), assuming that the Insurance Policy is to be funded only with quarterly premiums in the same amount and on the same quarterly payment dates through the end of the Plan Year in which the Participant attains age sixty-five (65), or, if later, the end of the Plan Year in which ends the minimum period necessary to avoid having the Insurance Policy classified as a modified endowment contract under Code section 7702A (hereinafter the "MEC Period"). For purposes of determining the Required Insurance Premiums for any Plan Year commencing prior to a Participant's Separation from Service or, if earlier, the attainment of age sixty-five (65), the Life Insurance Company shall assume that the amount of the Death Benefit described in Section 5.1 shall continue to be provided through the Plan Year in which the Participant will attain age sixty-five (65) and that thereafter the reduced Death Benefit described in Section 5.4 shall continue through age one hundred (100). The Required Insurance Premiums for any Plan Year shall be determined by the Life Insurance Company in advance of the beginning of such Plan Year, and its determination shall be final, conclusive and binding. This annual determination by the Life Insurance Company shall be based on the Life Insurance

Company's interest crediting rate, mortality charge rate and administrative charge rate applied to all policyholders of the Life Insurance Company with the same type of Insurance Policy provided under this Plan as of the beginning of the Plan Year in question.

7.2 If a Participant who has at least ten (10) years of service with the Company and/or an Affiliate Separates from Service after attaining age fifty-five (55), but before attaining age sixty-five (65), or, if later, the end of the MEC Period, the Life Insurance Company shall annually make the same determination as described in Section 7.1 through the end of the Plan Year in which the Participant attains age sixty-five (65), or, if later, the end of the Plan Year in which the MEC Period ends, for purposes of determining the Participant's Required Insurance Premiums.

7.3 After the end of the Plan Year in which a Participant attains age sixty-five (65), or, if later, in which the MEC Period ends, the Required Insurance Premiums (if any) for any Plan Year shall be the quarterly insurance premiums determined by the Life Insurance Company in advance of such Plan Year, that if paid to the Life Insurance Company in substantially equal payments on the first day of each quarter during such Plan Year (i.e., July 1, October 1, January 1 and April 1) and the immediately following Plan Year (i.e., over a two-Plan Year period) or, if longer, paid to the Life Insurance Company in substantially equal quarterly payments in such Plan Year and each subsequent Plan Year commencing during the MEC Period, would be required to maintain the Death Benefit through age one-hundred (100), using the same assumptions prescribed in the last sentence of Section 7.1 as of the beginning of such Plan Year; provided, however, that there shall be no such Required Insurance Premiums pursuant to this Section 7.3 for any Plan Year on or before July 1 of which the Participant Separated from Service with less than ten (10) years of service with the Company and/or an Affiliate or before attaining age fifty-five (55). The Required Insurance Premiums determined under this Section 7.3 for any Plan Year (if any) shall be determined as of the beginning of each such Plan Year and any Required Insurance Premiums for any subsequent Plan Year shall be based solely on the separate determination for each such

subsequent Plan Year (i.e., a separate determination will be made for each Plan Year regardless of whether the determination with respect to a prior Plan Year was based on premiums being paid over more than one Plan Year). If a Participant continues working beyond age sixty-five (65) (i.e., has not experienced a Separation from Service), for purposes of determining the Required Insurance Premiums for any Plan Year commencing thereafter and prior to the Participant's Separation from Service, the Life Insurance Company shall assume that the amount of the Death Benefit described in Section 5.1 shall continue to be provided through the end of such Plan Year and that thereafter the reduced Death Benefit described in Section 5.4 shall continue through age one hundred (100).

7.4 Subject to the last sentence of Section 6.1 above, if a Participant Separates from Service before attaining age fifty-five (55) or ten (10) years of service with the Company and/or an Affiliate, there shall be no Required Insurance Premiums after the quarter of the Plan Year in which such Separation from Service occurs.

7.5 Notwithstanding the preceding provisions of this Section 7 (other than Section 7.4), if a Participant obtains a loan or withdraws any portion of the cash surrender value under the Insurance Policy before his or her death, the Participant will no longer be eligible to participate in the Plan and there shall be no Required Insurance Premiums after the quarter of the Plan Year in which such loan or withdrawal occurs.

Section 8. Sole Life Insurance Benefit

Notwithstanding anything to the contrary in any benefit materials or summary plan descriptions, a Participant in the Plan shall have no rights to any benefits under any other group life insurance program funded in whole or in part by the Company or any of its Affiliates.

Section 9. Miscellaneous

9.1 Notwithstanding any other provision herein to the contrary, the Plan may be amended or

terminated at any time and in any respect by the vote of a majority of the members of the Benefits Committee or by the unanimous written consent of the members of the Benefits Committee.

9.2 The Benefits Committee shall, in its sole discretion, interpret and construe the Plan's terms and provisions and determine an individual's eligibility for benefits. Any interpretations, constructions or determinations made by the Benefits Committee in good faith shall be final and binding on all parties.

9.3 Circumstances not specifically covered in this Plan document will be reviewed by the Benefits Committee and the Benefits Committee in its discretion will apply such rules as it deems appropriate.

Section 10. Section 409A Provisions

10.1 A Participant's right to the Reimbursements provided by Section 6.1 and Section 6.3 shall be treated as a right to a series of separate payments for purposes of Code section 409A, including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation section 1.409A-1(b)(4).

10.2 Any provision of the Plan to the contrary notwithstanding, if any payments or benefits under the Plan to or on behalf of a specified employee within the meaning of Treasury Regulation section 1.409A-1(i)(“Specified Employee”) are deferred compensation subject to section 409A of the Code and are deemed to be made due to a Separation from Service, then any such payments or benefits that would otherwise be paid or provided during the six-month period following such Separation from Service shall not be paid or provided during such six month period but instead shall be accumulated (within the meaning of Treasury Regulation section 1.409A-3(i)(2)(ii)) and paid or provided on the first day of the seventh month following the date of such Separation from Service (or, if earlier, within 14 days after the death of the specified employee). For the avoidance of doubt, the preceding sentence shall apply to any amount or benefit (and only to any amount or benefit) to be paid or provided pursuant to this Plan to which Code section 409A(a)(2)(B)(i)

(relating to Specified Employees) applies, and shall not apply to any payment or benefit that is not subject to Code section 409A as a result of Treasury Regulation section 1.409A-1(b)(4) (relating to short-term deferrals), Treasury Regulation section 1.409A-1(b)(9) (relating to separation pay plans), or otherwise.

10.3 If at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, a person who participates in or has any legally binding right, contingent or otherwise, under this Plan (a “Plan Participant”), is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code section 416(i)(5)), then the Plan Participant shall be treated as a Specified Employee for purposes of Section 10.2 above for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board of Directors or the CMDC at any time prescribes a different method of identifying service providers who will be subject to the six month delay required by section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”) in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code section 409A (a “Different Identification Method”) or elects a different specified employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code section 409A (a “Different Election”), in which case whether the Plan Participant shall be treated as a Specified Employee shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the Board of Directors or the CMDC. By participating or continuing to participate in this Plan or accepting any legally binding right or benefit under this Plan, each Plan Participant irrevocably (a) consents to any such Different Identification Method that the Board of Directors or CMDC may prescribe at any time

and any such Different Election that the Board of Directors or CMDC may make at any time for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Plan, and (b) agrees that the Plan Participant's consent to any such Different Identification Method or Different Election shall be as effective as if such Different Identification Method or Different Election were fully set forth herein, and (c) waives any right he or she may have to consent to the Different Identification Method or Different Election in question if for any reason the Plan Participant's consent to such Different Identification Method or Different Election is not legally effective.

10.4 Any payments that may be made and benefits that may be provided pursuant to this Plan are intended to qualify for an exclusion from section 409A of the Code (including without limitation the exclusion for short-term deferrals under Treasury Regulation section 1.409A-1(b)(4)) and/or are intended to meet the requirements of section 409A(a)(2), (3) and (4) of the Code, so that none of the payments that may be made and benefits that may be provided pursuant to this Plan will be includible in any Plan Participant's federal gross income pursuant to section 409A(a)(1)(A) of the Code. This Plan shall be administered, interpreted and construed to carry out such intentions, and any provision of this Plan that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company does not represent, warrant or guarantee that any payments that may be made and benefits that may be provided pursuant to this Plan will not be includible in any Plan Participant's federal gross income pursuant to section 409A(a)(1)(A) of the Code, nor does the Company make any other representation, warranty or guaranty to any Plan Participant as to the tax consequences of this Plan or of participation in this Plan.

Effective October 1, 1992

Amended December 30, 2007

Amended December 31, 2007

Amended December 31, 2008

Amended April 1, 2011

BARNES GROUP INC.

Enhanced Life Insurance Program

As Amended and Restated Effective April 1, 2011

Preamble

forth herein.

Section 1. Purpose

Section 2. Definitions

2.2 "Base Salary" means annual compensation excluding any bonuses or other special compensation.

2.4 "Board of Directors" means the Board of Directors of the Company.

2.5 "Code" means the Internal Revenue Code of 1986, as amended from time to time.

2.6 "Company" means Barnes Group Inc.

2.7 "CMDC" means the Compensation and Management Development Committee of the Company's Board of Directors.

2.8 "Death Benefit" means the amount of life insurance provided under the Plan pursuant to Section 5.1.

no employee of the Company may become an Eligible Employee after April 1, 2011.

2.11 "Life Insurance Company" means Massachusetts Mutual Life Insurance Company, or any other insurance carrier that the Company might use for this program.

2.12 "Participant" means an Eligible Employee who has met insurance underwriting requirements and is issued an Insurance Policy under the terms of this Plan.

2.13 "Plan" means the Barnes Group Inc. Enhanced Life Insurance Program (ELIP), as amended and in effect from time to time.

2.14 "Plan Year" means July 1st through June 30th.

2.16 "Required Insurance Premium" means the insurance premiums, if any, determined on an objective, nondiscretionary basis by the Life Insurance Company in accordance with Section 7.

Section 3. Administration

The Plan shall be administered by the Benefits Committee.

Section 4. Participation in the Plan

4.1 All Eligible Employees may participate in the Plan on the first day of the Plan Year coinciding with or next following their date of eligibility for the Company's group term life insurance plan.

Section 5. Life Insurance Benefits

Section 6. Company's Reimbursement of Premiums

6.2 Except as provided in Section 6.3, the Company shall cease Reimbursing the Required Insurance Premiums as of the end of the Plan Year quarter in which any of the following occurs:

(a) a Participant Separates from Service, or

(b) a Participant obtains a loan or withdraws any portion of the cash surrender value under the Insurance Policy, or

(d) two years after the Participant is first absent from work because of a disability.

Section 7. Required Insurance Premiums

Section 8. Sole Life Insurance Benefit

Section 9. Miscellaneous

9.1 Notwithstanding any other provision herein to the contrary, the Plan may be amended or

terminated at any time and in any respect by the vote of a majority of the members of the Benefits Committee or by the unanimous written consent of the members of the Benefits Committee.

9.3 Circumstances not specifically covered in this Plan document will be reviewed by the Benefits Committee and the Benefits Committee in its discretion will apply such rules as it deems appropriate.

Section 10. Section 409A Provisions

Effective October 1, 1992

Amended December 30, 2007

Amended December 31, 2007

Amended December 31, 2008

Amended April 1, 2011

EXHIBIT 15

April 29, 2011

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our report dated April 29, 2011 on our review of interim financial information of Barnes Group Inc. for the three-month periods ended March 31, 2011 and March 31, 2010 and included in the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2011 is incorporated by reference in its Registration Statement on Form S-8 (Nos. 002-56437, 333-27339, 333-88518, 333-133597, 333-140922, 333-150741, 333-154701 and 333-166975) and S-3 (No. 333-168438).

Very truly yours,



/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP Hartford, Connecticut

EXHIBIT 31.1

CERTIFICATION

I, Gregory F. Milzcik, certify that:


1.	I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2011 of Barnes Group Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 29, 2011



	/s/ GREGORY F. MILZCIK
	Gregory F. Milzcik
	President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Christopher J. Stephens, Jr., certify that:


1.	I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2011 of Barnes Group Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 29, 2011



	/s/ CHRISTOPHER J. STEPHENS, JR.
	Christopher J. Stephens, Jr.
	Chief Financial Officer

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Barnes Group Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ GREGORY F. MILZCIK		/s/ CHRISTOPHER J. STEPHENS, JR.
Gregory F. Milzcik President and Chief Executive Officer		Christopher J. Stephens, Jr. Chief Financial Officer
April 29, 2011		April 29, 2011

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in the typed form within the electronic version of this written statement required by Section 906, has been provided to Barnes Group Inc. and will be retained by Barnes Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.