Barnes Group Inc. Contracts & Agreements

Agreement and Plan of Merger, dated as of October 6, 2024, by and among Goat Holdco, LLC, Goat Merger Sub, Inc. and Barnes Group Inc (Filed With SEC on October 7, 2024)

Cooperation Agreement, dated as of March 5, 2024, by and among Barnes Group Inc., Irenic Capital Management LP, and other parties set forth on the signature pages thereto (Filed With SEC on March 5, 2024)

Amendment No. 1 to Credit Agreement, dated as of February 6, 2024, by and among Barnes Group Inc., certain subsidiaries thereto, the lenders and other parties signatory thereto... (Filed With SEC on February 26, 2024)

Amendment to Transition and Retirement Agreement, dated as of January 17, 2024 (Filed With SEC on February 26, 2024)

Barnes Group Inc. Executive Separation Pay plan, as amended and restated effective (Filed With SEC on November 8, 2023)

Transition and Retirement Agreement, dated as of September 7, 2023, by and between Barnes Group Inc. and Marian Acker (Filed With SEC on November 8, 2023)

Amendment #1 to Directors Deferred Compensation Plan, effective May 5, 2023 (Filed With SEC on July 31, 2023)

Stock Purchase Agreement, dated as of June 5, 2023, by and among MB Aerospace Group Holdings Limited, MB Aerospace Holdings Inc., and Barnes Group Inc (Filed With SEC on June 5, 2023)

Second Amendment to Note Purchase Agreement, dated as of June 5, 2023, between Barnes Group Inc. and the noteholders signatory thereto (Filed With SEC on June 5, 2023)

Amendment No. 2 to Credit Agreement, dated as of June 5, 2023, by and among Barnes Group Inc., certain subsidiaries signatory thereto, the lenders and other parties signatory... (Filed With SEC on June 5, 2023)

Barnes Group Inc. Management Incentive Compensation Plan, amended December 9, 2022 (Filed With SEC on February 21, 2023)

Offer Letter to Jay B. Knoll, dated November 17, 2022 (Filed With SEC on February 21, 2023)

Offer Letter, dated as of June 18, 2022, by and between Barnes Group Inc. and Thomas J. Hook (Filed With SEC on June 21, 2022)

Employee Non-Disclosure, Non-Competition, Non-Solicitation and Non-Disparagement Agreement, dated as of June 18, 2022, by and between Barnes Group Inc. and Thomas J. Hook (Filed With SEC on June 21, 2022)

Transition and Retirement Agreement, dated as of June 18, 2022, by and between Barnes Group Inc. and Patrick J. Dempsey (Filed With SEC on June 21, 2022)

Offer Letter to Ian Reason, dated March 17, 2022 (Filed With SEC on May 2, 2022)

Covenant Agreement and Release of Claims (Filed With SEC on March 15, 2022)

LIBOR Transition Amendment, dated as of October 11, 2021 (Filed With SEC on October 29, 2021)

Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as... (Filed With SEC on April 30, 2021)

Offer Letter to Lukas Hovorka, dated February 12, 2021 (Filed With SEC on April 30, 2021)

Offer Letter to Julie K. Streich dated April 20, 2021 (Filed With SEC on April 29, 2021)

Form of Temporary Officer Base Salary Reduction Consent (Filed With SEC on October 26, 2020)

First Amendment To Note Purchase Agreement, dated as of October 8, 2020, between the Company and the noteholders signatory thereto (Filed With SEC on October 13, 2020)

Amendment No. 6 to Credit Agreement, dated as of October 8, 2020, by and among the Company, certain subsidiaries of the Company, the lenders signatory thereto, Bank of America,... (Filed With SEC on October 13, 2020)

Form of Temporary Officer Base Salary Reduction Consent (Filed With SEC on July 28, 2020)

Offer Letter to James C. Pelletier dated February 14, 2020 (Filed With SEC on April 27, 2020)

Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as... (Filed With SEC on April 27, 2020)

Description of Securities (Filed With SEC on February 25, 2020)

Offer Letter to Stephen Moule, dated October 24, 2019 (Filed With SEC on February 25, 2020)

Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement for US Directors dated February 7, 2017 (for... (Filed With SEC on February 25, 2020)

Transition Services and Separation Agreement between the Company and Scott A. Mayo, dated February 28, 2019 (Filed With SEC on April 26, 2019)

Barnes Group Inc. Executive Separation Pay Plan, as amended and restated effective March 7, 2019 (Filed With SEC on April 26, 2019)

Barnes Group Inc. Management Incentive Compensation Plan, amended December 28, 2018 (Filed With SEC on February 26, 2019)

Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant and Restricted Stock Unit Agreement for non-US Directors dated October 13, 2016... (Filed With SEC on February 26, 2019)

Form of Barnes Group Inc. Stock and Incentive Award Plan Restricted Stock Unit Summary of Grant for Employees and Restricted Stock Unit Agreement dated February 9, 2016 (Filed With SEC on February 26, 2019)

Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other Individuals as... (Filed With SEC on February 26, 2019)

Offer Letter to Patrick T. Hurley, dated January 4, 2019 (Filed With SEC on February 26, 2019)

Amendment No. 5 to Credit Agreement dated as of October 19, 2018 (Filed With SEC on October 29, 2018)

Sale and Purchase Agreement, dated September 19, 2018 (Filed With SEC on September 24, 2018)

Barnes Group Inc. Management Incentive Compensation Plan, amended December 27, 2017 (Filed With SEC on February 20, 2018)

Barnes Group Inc. Retirement Benefit Equalization Plan, as amended and restated effective January 1, 2013 (Filed With SEC on February 20, 2018)

Form of Barnes Group Inc. Stock and Incentive Award Plan Performance Share Award Summary of Grant and Performance Share Award Agreement for Officers and Other individuals as... (Filed With SEC on February 20, 2018)

Offer Letter to Peter Gutermann, dated November 29, 2017 (Filed With SEC on February 20, 2018)

AMENDMENT NO. 4 TO CREDIT AGREEMENT (Filed With SEC on April 28, 2017)

BARNES GROUP INC. MANAGEMENT INCENTIVE COMPENSATION PLAN (as amended on October 22, 2008, effective with respect to awards for 2008) (Filed With SEC on February 21, 2017)

BARNES GROUP INC. PERFORMANCE-LINKED BONUS PLAN For Selected Executive Officers (Filed With SEC on February 21, 2017)

SUPPLEMENTAL SENIOR OFFICER RETIREMENT PLAN as amended effective December 31, 2007 PREAMBLE (Filed With SEC on February 21, 2017)

BARNES GROUP INC. SUPPLEMENTAL SENIOR OFFICER RETIREMENT PLAN as amended and restated effective January 1, 2009 PREAMBLE (Filed With SEC on February 21, 2017)

as amended and restated effective April 1, 2012 PREAMBLE (Filed With SEC on February 21, 2017)

BARNES GROUP INC. Senior Executive Enhanced Life Insurance Program As Amended and Restated Effective April 1, 2011 (Filed With SEC on February 21, 2017)

BARNES GROUP INC. Enhanced Life Insurance Program (Filed With SEC on February 21, 2017)

BARNES GROUP INC. (Filed With SEC on February 21, 2017)

SEVERANCE AGREEMENT (Filed With SEC on February 21, 2017)

BARNES GROUP INC. EXECUTIVE SEPARATION PAY PLAN As Amended and Restated Effective January 1, 2012 (Filed With SEC on February 21, 2017)

TRUST AGREEMENT Between BARNES GROUP INC. And FIDELITY MANAGEMENT TRUST COMPANY BARNES GROUP INC. 2009 DEFERRED COMPENSATION PLAN TRUST Dated as of September 1, 2009 Confidential... (Filed With SEC on February 21, 2017)

BARNES GROUP 2009 DEFERRED COMPENSATION PLAN IMPORTANT NOTE (Filed With SEC on February 21, 2017)

BARNES GROUP INC. NON- EMPLOYEE DIRECTOR DEFERRED STOCK PLAN as amended and restated on December 31, 2008, effective on that date (Filed With SEC on February 21, 2017)

BARNES GROUP INC. DIRECTORS DEFERRED COMPENSATION PLAN as amended and restated on December 31, 2008 (Filed With SEC on February 21, 2017)

CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT For officers (Filed With SEC on February 21, 2017)

BARNES GROUP INC. TRUST AGREEMENT FOR SPECIFIED PLANS (Filed With SEC on February 21, 2017)

INCENTIVE COMPENSATION REIMBURSEMENT AGREEMENT (Filed With SEC on February 21, 2017)

BARNES GROUP INC. INDEMNIFICATION AGREEMENT (Filed With SEC on February 21, 2017)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN as amended on December 31, 2008 (Filed With SEC on February 21, 2017)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN as amended on March 15, 2010 (Filed With SEC on February 21, 2017)

BARNES GROUP INC. EXERCISE OF AUTHORITY RELATING TO STOCK AND INCENTIVE AWARD PLAN (Filed With SEC on February 21, 2017)

Amendment 2010-1 to the Barnes Group Inc. Stock and Incentive Award Plan (Filed With SEC on February 21, 2017)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Directors (Filed With SEC on February 21, 2017)

Form of NON-QUALIFIED STOCK OPTION AGREEMENT For employees grade 21 and up PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN as amended effective December 31, 2008 (Filed With SEC on February 21, 2017)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Directors (Filed With SEC on February 21, 2017)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Employees (Filed With SEC on February 21, 2017)

BARNES GROUP INC. PERFORMANCE-LINKED BONUS PLAN For Selected Executive Officers (as amended on February 9, 2016, effective with respect to awards for 2017 and subsequent years) (Filed With SEC on February 21, 2017)

Patrick DempseyPresident and CEO123 MAIN STREETBRISTOL, CT 06010-6307 T: 860 ###-###-#### (Filed With SEC on April 27, 2016)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Directors (Filed With SEC on February 24, 2016)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN STOCK OPTION SUMMARY OF GRANT For Employees in Grade 21 and Up (Filed With SEC on February 24, 2016)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Employees (Filed With SEC on February 24, 2016)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD SUMMARY OF GRANT For Officers and Other Individuals as Designated by the CMDC (Filed With SEC on February 24, 2016)

Patrick DempseyPresident and Chief Executive Officer123 MAIN STREETBRISTOL, CT 06010-6307 T: 860 ###-###-#### (Filed With SEC on October 27, 2015)

AMENDMENT NO. 3 TO CREDIT AGREEMENT (Filed With SEC on February 23, 2015)

Dawn N. EdwardsSenior Vice President, Human Resources123 MAIN STREETBRISTOL, CT 06010-6307 T: 860 ###-###-#### (Filed With SEC on February 23, 2015)

FIRST AMENDMENT TO THE BARNES GROUP INC. RETIREMENT BENEFIT EQUALIZATION PLAN (as amended and restated as of January 1, 2013) (Filed With SEC on February 23, 2015)

SECOND AMENDMENT TO THE Barnes Group Inc. Supplemental Senior Officer Retirement Plan (SSORP) (as amended and restated effective January 1, 2009 and further amended as of December... (Filed With SEC on February 23, 2015)

AMENDMENT 2014-1 TO THE Barnes Group Inc. Supplemental Executive Retirement Plan (as amended and restated as of April 1, 2012 and as further amended July 23, 2013 by Amendment... (Filed With SEC on February 23, 2015)

FIRST AMENDMENT TO THE Barnes Group Inc. Deferred Compensation Plan (DCP) (as amended and restated effective as of April 1, 2012) (Filed With SEC on February 23, 2015)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD SUMMARY OF GRANT For Officers and Other Individuals as Designated by the CMDC (Filed With SEC on February 23, 2015)

Barnes Group Inc. $100,000,000 3.97% Senior Notes due October17, 2024 ______________ Note Purchase Agreement ______________ Dated as of October 15, 2014 (Filed With SEC on October 17, 2014)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Directors (Filed With SEC on July 28, 2014)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Employees (Filed With SEC on July 28, 2014)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN STOCK OPTION SUMMARY OF GRANT For Employees in Grade 21 and Up (Filed With SEC on July 28, 2014)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD SUMMARY OF GRANT For Officers and Other Individuals as Designated by the CMDC (Filed With SEC on July 28, 2014)

SEVERANCE AGREEMENT (Filed With SEC on April 28, 2014)

Patrick DempseyPresident and Chief Executive Officer123 MAIN STREETBRISTOL, CT 06010-6307 T: 860 ###-###-#### (Filed With SEC on April 28, 2014)

Dawn N. EdwardsSenior Vice President, Human Resources123 MAIN STREETBRISTOL, CT 06010-6307 T: 860 ###-###-#### (Filed With SEC on February 25, 2014)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD SUMMARY OF GRANT For Officers and Other Individuals as Designated by the CMDC (Filed With SEC on February 25, 2014)

Share Purchase and Assignment Agreement (Filed With SEC on October 4, 2013)

AMENDMENT NO. 1 AND CONSENT under that certain FIFTH AMENDED AND RESTATED $750,000,000 SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (Filed With SEC on April 29, 2013)

/s/ GREGORY F. MILZCIKFebruary 22, 2013Gregory F. MilzcikDate Exhibit A RELEASE (Filed With SEC on April 29, 2013)

/s/ PATRICK DEMPSEYFebruary 26, 2013Patrick DempseyDate (Filed With SEC on April 29, 2013)

BARNES GROUP INC. EMPLOYEE NON-DISCLOSURE, NON-COMPETITION, NON-SOLICITATION AND NON-DISPARAGEMENT AGREEMENT (Filed With SEC on April 29, 2013)

ASSET PURCHASE AGREEMENT by and among MSC INDUSTRIAL DIRECT CO., INC. and BARNES GROUP INC. Dated February 22, 2013 (Filed With SEC on February 27, 2013)

BARNES GROUP INC. RETIREMENT BENEFIT EQUALIZATION PLAN (As amended and restated effective January 1, 2013) PREAMBLE (Filed With SEC on February 25, 2013)

BARNES GROUP INC. Executive Group Term Life Insurance Program As Effective April 1, 2011 (Filed With SEC on June 19, 2012)

BARNES GROUP INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN as amended and restated effective April 1, 2012 PREAMBLE (Filed With SEC on February 21, 2012)

PERFORMANCE UNIT AWARD AGREEMENT THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. (Filed With SEC on February 21, 2012)

BARNES GROUP INC. EXECUTIVE SEPARATION PAY PLAN As Amended and Restated Effective January 1, 2012 (Filed With SEC on February 21, 2012)

BARNES GROUP 2009 DEFERRED COMPENSATION PLAN IMPORTANT NOTE (Filed With SEC on February 21, 2012)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD SUMMARY OF GRANT For Officers and Other Individuals as Designated by the CMDC (Filed With SEC on February 21, 2012)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Employees (Filed With SEC on February 21, 2012)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Directors (Filed With SEC on February 21, 2012)

BARNES GROUP INC. Senior Executive Enhanced Life Insurance Program As Amended and Restated Effective April 1, 2011 (Filed With SEC on July 29, 2011)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Directors (Filed With SEC on April 29, 2011)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT For Employees Grade 21 and Up (Filed With SEC on April 29, 2011)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN STOCK OPTION SUMMARY OF GRANT For Employees in Grade 21 and Up (Filed With SEC on April 29, 2011)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD SUMMARY OF GRANT For Officers and Other Individuals as Designated by the CMDC (Filed With SEC on April 29, 2011)

BARNES GROUP INC. Enhanced Life Insurance Program As Amended and Restated Effective April 1, 2011 (Filed With SEC on April 29, 2011)

SEVERANCE AGREEMENT (Filed With SEC on February 18, 2011)

Amendment 2010-1 to the Barnes Group Inc. Stock and Incentive Award Plan (Filed With SEC on February 18, 2011)

INCENTIVE COMPENSATION REIMBURSEMENT AGREEMENT (Filed With SEC on February 18, 2011)

BARNES GROUP INC. EXECUTIVE SEPARATION PAYPLAN As Amended and Restated Effective January 1, 2011 (Filed With SEC on October 29, 2010)

BARNES GROUP INC. INDEMNIFICATION AGREEMENT (Filed With SEC on August 2, 2010)

BARNES GROUP INC. TRUST AGREEMENT FOR SPECIFIED PLANS (Filed With SEC on August 2, 2010)

BARNES GROUP INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN as amended and restated effective February 8, 2010 PREAMBLE (Filed With SEC on April 30, 2010)

BARNES GROUP INC. RETIREMENT BENEFIT EQUALIZATION PLAN as amended and restated effective February 8, 2010 PREAMBLE (Filed With SEC on April 30, 2010)

CONSULTING AGREEMENT (Filed With SEC on April 30, 2010)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on February 22, 2010)

Amendments to the Barnes Group Inc. Retirement BenefitEqualization Plan (RBEP) (Filed With SEC on February 22, 2010)

Amendments to the Barnes Group Inc. Supplemental SeniorOfficer Retirement Plan (SSORP) (Filed With SEC on February 22, 2010)

Amendments to 2009 Deferred Compensation Plan (Filed With SEC on February 22, 2010)

BARNES GROUP (Filed With SEC on October 30, 2009)

TRUST AGREEMENT Between (Filed With SEC on October 30, 2009)

Amendment No. 1 to the Barnes Group Inc. Retirement Benefit Equalization Plan(RBEP) Amendment No. 1 (Filed With SEC on October 30, 2009)

Amendment No. 2 to the Barnes Group Inc. Retirement Benefit Equalization Plan(RBEP) Amendment No. 2 (Filed With SEC on October 30, 2009)

CONSULTING AGREEMENT (Filed With SEC on October 30, 2009)

$35,000,000 SENIOR UNSECURED CREDIT AGREEMENT (Filed With SEC on August 3, 2009)

BARNES GROUP INC. EXERCISE OF AUTHORITY RELATING TO STOCK AND INCENTIVE AWARD PLAN (Filed With SEC on May 4, 2009)

BARNES GROUP INC. MANAGEMENT INCENTIVE COMPENSATION PLAN (Filed With SEC on February 24, 2009)

BARNES GROUP INC. RETIREMENT BENEFIT EQUALIZATION PLAN (Filed With SEC on February 24, 2009)

BARNES GROUP INC. SUPPLEMENTAL SENIOR OFFICER RETIREMENT PLAN (Filed With SEC on February 24, 2009)

1991 BARNES GROUP STOCK INCENTIVE PLAN As Amended and Restated as of December 31, 2008 (Filed With SEC on February 24, 2009)

BARNES GROUP INC. NON-EMPLOYEE DIRECTOR DEFERRED STOCK PLAN (Filed With SEC on February 24, 2009)

BARNES GROUP INC. DIRECTORS DEFERRED COMPENSATION PLAN (Filed With SEC on February 24, 2009)

BARNES GROUP INC. Senior Executive Enhanced Life Insurance Program (Filed With SEC on February 24, 2009)

BARNES GROUP INC. Enhanced Life Insurance Program (Filed With SEC on February 24, 2009)

BARNES GROUP INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Filed With SEC on February 24, 2009)

SEVERANCE AGREEMENT (as amended December 31, 2008) (Filed With SEC on February 24, 2009)

BARNES GROUP INC. EXECUTIVE SEPARATION PAY PLAN As Amended and Restated EffectiveDecember 31, 2008 (Filed With SEC on February 24, 2009)

BARNES GROUP INC. PERFORMANCE-LINKED BONUS PLAN (Filed With SEC on February 24, 2009)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN (Filed With SEC on February 24, 2009)

Page -2- (Filed With SEC on February 24, 2009)

INCENTIVE COMPENSATION REIMBURSEMENT AGREEMENT (Filed With SEC on February 24, 2009)

FORM OF AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 24, 2009)

Form of NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on February 24, 2009)

Form of AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 24, 2009)

Form of AMENDED AND RESTATED PERFORMANCE SHARE AWARD AGREEMENT (Filed With SEC on February 24, 2009)

Form of AMENDED AND RESTATED CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT For officers (Filed With SEC on February 24, 2009)

Form of AMENDED AND RESTATED PERFORMANCE SHARE AWARD AGREEMENT (Filed With SEC on February 24, 2009)

Form of AMENDED AND RESTATED CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT For CEO (Filed With SEC on February 24, 2009)

Form of AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on February 24, 2009)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (As amended and restated as of December 31,2008) (Filed With SEC on January 20, 2009)

EMPLOYMENT AGREEMENT (As amended and restated as of December 31, 2008) (Filed With SEC on December 17, 2008)

ISDA® International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of March 6, 2008 (Filed With SEC on August 1, 2008)

SCHEDULE to the ISDA MASTER AGREEMENT (Filed With SEC on August 1, 2008)

SCHEDULE to the 2002 MASTER AGREEMENT (Filed With SEC on August 1, 2008)

Page 2 (Filed With SEC on August 1, 2008)

Page - 2 - (Filed With SEC on July 25, 2008)

SUPPLEMENTAL SENIOR OFFICER RETIREMENT PLAN as amended effective December 31, 2007 PREAMBLE (Filed With SEC on February 25, 2008)

BARNES GROUP INC. Senior Executive Enhanced Life Insurance Program (Filed With SEC on February 25, 2008)

BARNES GROUP INC. Enhanced Life Insurance Program (Filed With SEC on February 25, 2008)

BARNES GROUP INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Filed With SEC on February 25, 2008)

SEVERANCE AGREEMENT (as amended December 31, 2007) (Filed With SEC on February 25, 2008)

BARNES GROUP INC. EXECUTIVE SEPARATION PAY PLAN As Amended December 30, 2007 (Filed With SEC on February 25, 2008)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN BARNES GROUP INC. AND (Filed With SEC on February 25, 2008)

FOURTH AMENDED AND RESTATED (Filed With SEC on November 2, 2007)

BGI GUARANTY (Filed With SEC on November 2, 2007)

BARNES GROUP, INC. 3.375% Convertible Senior Subordinated Notes Due 2027 (Filed With SEC on March 12, 2007)

BARNES GROUP INC. 3.375% CONVERTIBLE SENIOR SUBORDINATED NOTES (Filed With SEC on March 12, 2007)

BARNES GROUP INC. 3.375% CONVERTIBLE SENIOR SUBORDINATED NOTES (Filed With SEC on March 7, 2007)

BARNES GROUP INC. MANAGEMENT INCENTIVE COMPENSATION PLAN (Filed With SEC on February 26, 2007)

EMPLOYMENT AGREEMENT (Filed With SEC on December 19, 2006)

SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN BARNES GROUP INC. AND EDMUND M. CARPENTER (Filed With SEC on December 19, 2006)

$400,000,000 SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (Filed With SEC on August 3, 2006)

BGI GUARANTY (Filed With SEC on August 3, 2006)

Share Purchase Agreement (Filed With SEC on May 4, 2006)

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (Filed With SEC on May 4, 2006)

BARNES GROUP INC. AMENDMENT NO. 4 TO NOTE AGREEMENT (Filed With SEC on May 4, 2006)

$175,000,000 SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (Filed With SEC on February 27, 2006)

BGI GUARANTY (Filed With SEC on February 27, 2006)

SHARING AGREEMENT (Filed With SEC on February 27, 2006)

BARNES GROUP INC. (Filed With SEC on February 27, 2006)

BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. (Filed With SEC on August 5, 2005)

NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVEAWARD PLAN (Filed With SEC on August 5, 2005)

Page 1 of 10 (Filed With SEC on August 5, 2005)

Page 1 of 8 (Filed With SEC on August 5, 2005)

Page 1 of 7 (Filed With SEC on August 5, 2005)

Purchase Agreement dated July 26, 2005 Purchase Agreement (Filed With SEC on August 2, 2005)

BARNES GROUP INC. 3.75% Convertible Senior Subordinated Notes Due 2025 (Filed With SEC on August 2, 2005)

$100,000,000 AGGREGATE PRINCIPAL AMOUNT BARNES GROUP INC. 3.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2025 Resale Registration RightsAgreement dated August 1, 2005 (Filed With SEC on August 2, 2005)

EXECUTIVE COMPENSATION (Filed With SEC on February 28, 2005)

DIRECTOR COMPENSATION (Filed With SEC on February 28, 2005)

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Barnes Group Inc. Contracts & Agreements