0001193125-05-158721 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN
Non-Qualified Stock Option Agreement • August 5th, 2005 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

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PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
Performance Share Award Agreement • August 5th, 2005 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware

PERFORMANCE SHARE AWARD AGREEMENT executed in duplicate as of March 7, 2005 (the “Grant Date”), between Barnes Group Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE], an employee of the Company (the “Holder”).

RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE BARNES GROUP INC. STOCK AND INCENTIVE AWARD PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
Restricted Stock Unit Award Agreement • August 5th, 2005 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware

RESTRICTED STOCK UNIT AWARD AGREEMENT executed in duplicate as of February 16, 2005 (the “Grant Date”), between Barnes Group Inc., a Delaware corporation (the “Company”), and [NAME OF GRANTEE], a person regularly employed by or providing services to the Company or one of its Subsidiaries (the “Holder”).

CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT
Contingent Dividend Equivalent Rights Agreement • August 5th, 2005 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
CONTINGENT DIVIDEND EQUIVALENT RIGHTS AGREEMENT
Contingent Dividend Equivalent Rights Agreement • August 5th, 2005 • Barnes Group Inc • Miscellaneous fabricated metal products • Delaware
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