0001193125-08-158062 Sample Contracts

Dated as of May 30, 2008 Mr. William C. Denninger Stamford, CT 06902 Dear Bill:
Barnes Group Inc • July 25th, 2008 • Miscellaneous fabricated metal products

This letter sets forth the arrangements relating to the termination of your employment with Barnes Group Inc. (the “Company”). To signify that you understand and agree to these arrangements, kindly sign this letter where indicated on the last page and return it to me on or before July 21, 2008, whereupon it will become an agreement binding upon the Company and you. This letter will be void and of no force or effect if you do not sign and return it to me on or before that date.

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