x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	Election of directors;

2.	Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2013;

3.	Vote on an advisory (non-binding) resolution to approve the Company's executive compensation;

4.	Amend the Company’s Amended and Restated By-Laws ("By-Laws") to provide for the annual election of all directors;

5.	Amend the Company's Restated Certificate of Incorporation ("Charter") to eliminate certain supermajority voting requirements; and

6.	Transact any other business that may properly come before the meeting or any adjournment thereof.

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•	The following table provides summary information about each director nominee. Each director nominee is elected for a three-year term, expiring at the Annual Meeting of Stockholders in 2016. Each director is elected by a plurality of the votes cast.

•	All of our director nominees are current directors and attended no fewer than 75% of the Board meetings and committee meetings on which he served during 2012 for the period he served as director.

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•	Ratify Auditors (Item 2). As a matter of good corporate governance, we are asking our stockholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013. Below is summary information with respect to PricewaterhouseCoopers LLP's fees for services provided in 2012 and 2011.

•

Advisory Resolution to Approve Executive Compensation (Item 3). For the third year, we are asking our stockholders to approve on an advisory basis our named executive officer ("NEO") compensation. Consistent with stockholders' vote on "say on frequency" in 2011, the Board approved that stockholders vote on the compensation of our NEOs every year so that they may annually express their views on our executive compensation program. We were gratified that last year, 98.52% of the votes cast (81.07% of shares outstanding) supported our executive compensation program. The Board recommends a FOR vote because it believes that our compensation policies and practices are effective in achieving the Company's goals of rewarding for financial and operating performance, and aligning our NEOs’ interests with those of our stockholders.

•

Board Declassification Proposal (Item 4). The Company's By-Laws currently provide that the Board is divided into three classes, with each class elected every three years. After careful consideration, the Board has determined that it would be in the best interests of the Company and its stockholders to declassify the Board to allow stockholders to vote on the election of the entire Board each year, rather than on a staggered basis. As part of this proposal, and consistent with Delaware law for declassified boards, the Company is proposing to amend the By-Laws to eliminate the provision that allows stockholders to remove directors only for cause and reduce the vote for removal to the affirmative vote of holders of a majority of the outstanding shares of stock of the Company entitled to vote in elections of directors. Please see page 9 for more information on this proposal.

•	Amend the Charter to Eliminate Certain Supermajority Voting Requirements (Item 5). After careful consideration, the Board is also asking stockholders to approve eliminating supermajority voting requirements in our Charter in order to amend certain By-Laws provisions. Please see page 10 for more information on this proposal.

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•	Deadline for stockholder proposals for inclusion in the proxy statement for the 2014 Annual Meeting:    November 21, 2013

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•	By internet. To vote using the internet, go to the website listed on your Notice of Internet Availability or proxy card. You will need to follow these instructions and those on the website.

•	By telephone. To vote by telephone, call the toll free number listed on your Notice of Internet Availability or proxy card. You will need to follow these instructions and the prompts from the telephone voting system.

•	By mail. If you requested printed proxy materials and wish to vote by mail, simply mark, sign and date the proxy card and return it in the postage-paid envelope provided.

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•	We have stock ownership requirements for our named executive officers set at five times base salary for our Chief Executive Officer and three times base salary for all other named executive officers;

•	All named executive officers are subject to clawback agreements;

•	Our performance targets are tied to multiple financial metrics; and

•	We place caps on payouts under our annual and long-term incentive programs.

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•	The number, term of office and qualifications of directors;

•	Plurality voting;

•	The removal of directors; and

•	Filling of director vacancies and newly created directorships.

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•	A vote of two-thirds (2/3) of the shares of capital stock then issued and outstanding, or that are required for the election of directors, to approve mortgage, sale, lease or exchange of all of the property and assets of the Company;

•	The affirmative vote of holders of not less than seventy percent (70%) of the Company's voting stock to approve a business combination with any holder of five percent (5%) or more of the Common Stock under certain circumstances; and

•	A vote of two-thirds (2/3) of the shares of capital stock then issued and outstanding to amend the provision in the Charter that prevents stockholder action by written consent.

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1

Results are adjusted in accordance with the Barnes Group Inc. Performance-Linked Bonus Plan for Selected Executive Officers ("Performance-Linked Bonus Plan") and the Management Incentive Compensation Plan ("MICP" and, collectively with the Performance-Linked Bonus Plan, the "Annual Incentive Plans") and certified by the Compensation Committee, as described below in the "Annual Cash Incentive Awards" section.

2	"As Certified Basic EPS" is based on Basic EPS, excluding the effects of discontinued operations, the costs and revenues related to the effects of acquisitions and acquisition expenses and costs related to other strategic initiatives, as directed under the Performance-Linked Bonus Plan.

3	"As Certified Revenue" is our 2012 reported Revenue.

4	"As Certified Operating Margin" is based on Operating Margin, excluding costs and revenues related to the effects of acquisitions and acquisition expenses and costs related to other strategic initiatives, as directed under the Performance-Linked Bonus Plan.

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1	Information includes compensation for Ms. Toussaint on an annualized basis. Ms. Toussaint resigned from the Company on March 16, 2012 and rejoined the company on June 19, 2012.

•	Provide appropriate incentives by linking and balancing significant short- and long-term compensation opportunities to Company performance and total shareholder return;

•	Reward NEOs who contribute meaningfully to achieving our strategic objectives;

•	Require NEOs to hold a significant equity investment in our Company so that they manage the business from the perspective of stockholders;

•	Align our compensation polices with stockholders' long-term interests by assigning a significant portion of potential compensation to performance-based pay elements that are dependent upon achieving the Company's goals, but that do not encourage excessive risk-taking;

•	Attract, retain and engage highly qualified individuals by offering competitive, balanced compensation arrangements based upon clear goals that vest on continued employment; and

•	Maximize the tax effectiveness of the total compensation and benefits package, and minimize potentially adverse tax and accounting consequences, in each case to the extent practicable.

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•	Base salary;

•	Annual cash incentive awards;

•	Long-term incentive awards;

•	Change in control and severance benefits;

•	Pension, retirement and executive life insurance programs; and

•	Limited perquisites.

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•	Peer Group data and external market information;

•	Individual performance;

•	The level of responsibility assumed and the nature and complexity of each NEO's role (including the number of years in the position, any recent promotion or change in responsibility or “impact” as a member of management, and the amount, timing and percentage of the last base salary increase);

•	The leadership demonstrated to create and promote a day-to-day working environment of unwavering integrity, compliance with applicable laws and the Company's ethics policies, and global responsibility; and

•	The desire to retain NEOs capable of driving achievement of the Company's strategic objectives and the marketability and criticality of retention of NEOs.

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1	"As Certified Basic EPS" is based on Basic EPS, excluding the effects of discontinued operations, the costs and revenues related to the effects of acquisitions and acquisition expenses and costs related to other strategic initiatives, as directed under the Performance-Linked Bonus Plan.

2	"As Certified Revenue" is our 2012 reported Revenue.

3	"As Certified Operating Margin" is based on Operating Margin, excluding costs and revenues related to the effects of acquisitions and acquisition expenses and costs related to other strategic initiatives, as directed under the Performance-Linked Bonus Plan.

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1	Ms. Toussaint's cash incentive award and base salary were prorated for the number of days that she was employed by the Company in 2012.

1	Assumes continued employment by the NEOs.

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1	Each of the three performance measures, total shareholder return, basic EPS growth, and operating income before depreciation and amortization growth, is evaluated separately as compared to performance of companies in the Russell 2000 Index.

2	Results between Performance Levels will result in interpolated payouts.

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1	Unvested grants made to Ms. Toussaint before her resignation on March 16, 2012 were forfeited at the time of her resignation. The grants shown in the chart above were made in conjunction with her re-employment on June 19, 2012.

2	In addition to the grants indicated in the table above, Mr. Stephens received a retention grant of 28,200 RSUs and Ms. Toussaint received a retention grant of 20,500 RSUs upon her rehire on June 19, 2012.

•

Clawback Agreements: Beginning in late 2008, we implemented a practice whereby executives hired or promoted into corporate officer positions are required to enter into clawback agreements that permit the Company to recoup or “clawback” certain annual incentive compensation and performance based vesting equity awards paid to those officers in situations where the awards earned by these NEOs are based on the achievement of certain financial performance targets that are later restated and would therefore result in lower awards paid. The Company has entered into agreements with all NEOs, and select other key employees. In addition, all of the Company's equity award agreements provide that awards may be forfeited if an employee engages in activity that is detrimental to the Company, including performing services for a competitor, disclosing confidential information, or otherwise violating the Company's Code of Business Ethics and Conduct. With respect to the NEOs, the Compensation Committee has the discretion to make certain exceptions to the clawback requirements and ultimately determine whether any adjustment will be made.

•	Hedging: The Company prohibits hedging transactions involving the Company's securities for certain members of Company leadership, including all directors and executive officers (which includes our NEOs).

•

Pledging and Margin Accounts: In 2013, the Corporate Governance Committee adopted a new policy that prohibits certain members of Company leadership, including all directors and executive officers, from pledging or margin call arrangements involving the Company's securities that are held to meet the Company's stock ownership requirements. The new policy also places other restrictions on any other pledging or margin call arrangements involving Company securities by such individuals. In addition, the ability of these individuals to engage in such transactions requires pre-approval from the Corporate Governance Committee, and an annual certification to the Corporate Governance Committee that the individual is in compliance with the policy. None of our NEOs have pledged Company securities or have Company securities subject to a margin call arrangement.

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•	The stock options and RSU components of our long-term incentive award program vest ratably over three or more years. Our Relative Measure PSAs vest based on performance at the end of the three-year performance period.

•	Performance targets are tied to several financial metrics, including basic EPS, Revenue and Operating Margin, that are quantitative and measurable.

•	The performance periods and vesting schedules for long-term incentives overlap and, therefore, reduce the motivation to maximize performance in any one period.

•	Our stock ownership requirements require our NEOs to own equity representing a significant multiple of their base salary, and to retain this equity throughout their tenures.

•	All NEOs have entered into clawback agreements that allow us to recoup incentive compensation in situations where the awards earned by NEOs are based on the achievement of certain financial performance targets that are later restated and would therefore result in lower awards paid.

•

Payouts under our annual and long-term incentive programs are subject to a cap. Specifically, under our current practices for NEOs, our annual cash incentive award payments are capped (at not greater than 2.25 times base salary for the Chief Executive Officer and less for other NEOs). Performance based payouts under the relative measure program are capped at 2.5 times the target level Relative Measure PSA grant.

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1

Prior to her resignation of employment, Ms. Toussaint had been a participant in the DC Plan. She forfeited all Company contributions to this program upon her resignation. Since the Company modified the DC Plan to close participation to any employee hired, rehired or promoted into an eligible position on or after April 1, 2012, Ms. Toussaint was not permitted to re-enter this program upon her rehire by the Company.

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1

The amount listed for Mr. Stephens for 2010 represents a $124,000 cash bonus payable upon his completion of one year of satisfactory service with the Company. As noted in the CD&A, upon her rehire on June 19, 2012, Ms. Toussaint received a cash signing bonus in the amount of $100,000. Because this amount is fully reimbursable if Ms. Toussaint voluntarily terminates employment with the Company within twelve months of the signing bonus payment date, it is not considered earned in 2012.

2

Stock Awards represent the aggregate grant date fair value of RSUs, Relative Measure PSAs, EPS PSAs and EPS PUPs granted to NEOs under the Barnes Group Inc. Stock and Incentive Award Plan. EPS PUP awards are denominated in units with each unit being equivalent in value to one share of Common Stock and are payable in cash. Both EPS PUP awards and EPS PSA awards vest upon satisfying established performance goals. Relative Measure PSA awards vest upon satisfying established performance and market goals. In addition to the RSU value, the value disclosed in this column for the Relative Measure PSA awards for Messrs. Milzcik, Stephens, and Dempsey and Mses. Toussaint and Edwards represents the amount of compensation if target goals are met. The maximum grant date fair value of the Relative Measure PSA awards granted in 2012 was $3,300,152 for Mr. Milzcik, $719,714 for Mr. Stephens, $690,457 for Mr. Dempsey, $400,147 for Ms. Toussaint and $327,675 for Ms. Edwards. All three measures of the Relative Measure PSA awards allow an NEO to receive up to 250% of the target amount, however, only the basic EPS growth and operating income before depreciation and amortization growth measures would increase the compensation awarded under ASC 718 if the award paid out at maximum. The fair value of the performance based portion of the awards was determined based on the market value of Common Stock on the date of grant and the fair value of the market based portion of awards was determined based on a Monte Carlo valuation method; as described in the note on Stock-Based Compensation in the notes to the Company's consolidated financial statements filed with the Annual Report on Form 10-K for the respective year-end.

3

Option Awards represent the aggregate grant date fair value of stock options granted to NEOs under the Barnes Group Inc. Stock and Incentive Award Plan. The fair value was determined by using the Black-Scholes option pricing model applied consistently with the Company's practice, as described in the note on Stock-Based Compensation in the notes to the Company's consolidated financial statements filed with the Annual Report on Form 10-K for the respective year-end.

4	Non-Equity Incentive Plan Compensation includes amounts earned under the Performance-Linked Bonus Plan for Messrs. Milzcik, Stephens, Dempsey, and Mses. Toussaint (in 2011) and Edwards, and the amounts earned in 2012 and 2010 under the MICP for Ms. Toussaint.

5

The amount listed in Change in Pension Value and Nonqualified Deferred Compensation Earnings represents the annual increase in pension value for all of the Company's defined benefit retirement programs. All assumptions are as detailed in the notes to the Company's consolidated financial statements filed with the Annual Report on Form 10-K for the respective year-end, with the exception of the following: retirement age for all plans is assumed to be the older of the unreduced retirement age, as defined by each plan, or age as of December 31, 2012, December 31, 2011 or December 31, 2010, as applicable, and no pre-retirement mortality, disability, or termination is assumed. The U.S. discount rates of 4.25%, 5.05% and 5.65%, respectively, are detailed in the Management's Discussion & Analysis filed with the Annual Report on Form 10-K for the respective year-end.

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6	The Change in Pension Value and Nonqualified Deferred Compensation Earnings is segregated by plan in the following table:

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a

The amount listed in this column for Mr. Stephens and Ms. Edwards assumes that they will vest under the Barnes Group 2009 Deferred Compensation Plan and therefore would not be eligible to receive benefits under the RBEP. The amount listed in this column for Messrs. Milzcik and Dempsey assumes that they will vest under the MSSORP and therefore would not be eligible to receive benefits under the RBEP.

b

The net reduction in value for the SERP plan benefits in 2011 is a result of changes in qualified plan provisions that updated adjustment factors used to determine optional forms of payment. The optional form factors used now provide a lesser reduction. The overall value to the participant remains unchanged should the participant elect the 50% joint and survivor optional form of payment. The decrease in SERP is directly offset by the increase in the Qualified Plan. The net reduction in value for the SERP plan benefits in 2012 is a result of the elimination of plan eligibility for all participants not age 55 with 10 years of service as of April 1, 2012.

7	The compensation represented by the amounts for 2012 set forth in the All Other Compensation column for the NEOs is detailed in the following table:

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a	This column represents the reimbursement of taxes paid on eligible compensation included in the All Other Compensation table for the NEOs in accordance with the Company's policies and practices.

b	The value of the personal usage of the Company leased aircraft is based on the aggregate incremental cost to the Company which is based on actual payments made by the Company for the use of the aircraft for Mr. Milzcik.

c

Payments made under the SEELIP for Messrs. Milzcik, Dempsey, Stephens and Mses. Toussaint and Edwards. Upon Ms. Toussaint's rehire on June 19, 2012, she was precluded from re-entry into the SEELIP, and now participates in the EGTLIP. Under the SEELIP, the Company pays the premiums for the individual life insurance policies that are owned by the participants, with the life insurance coverage equal to four times base salary, and the Company pays the participating NEO's income tax liability arising from its payment of the premiums and taxes, therefore, incurring no out-of-pocket expense for the policies. The Company generally ceases to pay policy premiums on termination of employment, unless the NEO has attained age 62 and 10 years of service, in which case the Company continues to pay premiums and tax gross-ups in retirement.

d

Payments made under the EGTLIP for Ms. Toussaint. The SEELIP was closed to new or rehired executives effective April 1, 2011, and the Company established the EGTLIP for new NEOs and other eligible executives. Under the EGTLIP, the Company pays the premiums for individual life insurance policies that are owned by the participants, with the life insurance coverage equal to four times base salary. The employee owns the policy and is responsible for any tax liability (no tax gross-up) resulting from this program. The Company ceases to pay policy premiums on termination of employment.

e

The amount listed as deferred compensation for Mr. Stephens and Mses. Toussaint and Edwards includes employer contributions to the Barnes Group 2009 Deferred Compensation Plan. Ms. Toussaint forfeited her nonqualified deferred compensation balance on March 16, 2012 upon her resignation in accordance with the plan. Refer to the "Nonqualified Deferred Compensation Table" for further details of the plan.

f

Mr. Dempsey received relocation benefits consistent with Company policy and practices. The relocation costs included an allowance for incidentals, certain costs for the sale and purchase of his residences, and costs for the moving of household goods. In addition, Mr. Dempsey received a tax gross-up on all items considered to be taxable, which are reflected in the Taxes Paid on All Other Compensation column.

g	Consists of matching contributions made by the Company under the Retirement Savings Plan which is a plan generally available to most U.S. based employees, including the NEOs.

h	Included in All Other Perquisites are payments made for financial planning and tax preparation services for Messrs. Milzcik, Stephens, and Dempsey, and Ms. Toussaint; executive physical examinations for Messrs. Milzcik and Dempsey, and Ms. Edwards; spousal travel to a Company event for Mr. Stephens; and Company-paid office parking for Mr. Dempsey.

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1	This row sets forth the range of the potential amounts payable under the Performance-Linked Bonus Plan. For 2012, Ms. Toussaint was paid under the MICP. As part of her rehire and reappointment to Senior Vice President, General Counsel and Secretary on June 19, 2012, Ms. Toussaint's cash incentive award was prorated for the number of days that she was employed by the Company in 2012.

2	This row set forth the range of the number of shares of Common Stock that could be issued under Relative Measure PSAs granted in 2012 under the Stock and Incentive Award Plan.

3	Stock options granted under the Stock and Incentive Award Plan are described in the “Outstanding Equity Awards at Fiscal-Year End” table.

4	Each option has an exercise price equal to the fair market value of Common Stock at the time of grant, as determined by the last trading price per share of Common Stock during regular trading hours on the grant date of the option.

5	Mr. Stephens received supplemental RSUs in 2012.

6	Ms. Toussaint's unvested stock options, Relative Measure PSAs, RSUs and performance share awards were forfeited upon her resignation from the Company on March 16, 2012. Ms. Toussaint was re-hired and reappointed Senior Vice President, General Counsel and Secretary on June 19, 2012 and received stock options, Relative Measure PSAs and RSUs at that time.

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1	Stock option grants awarded from 2006 to 2010 represents the mean between the highest and the lowest stock price of a share of Common Stock on the grant date of the option. Stock option grants awarded in 2011 represents the last trading price during regular trading hours per share of Common Stock during regular trading hours on the grant date.

2	On December 31, 2012, the last trading day of fiscal year, the closing market value of the Common Stock was $22.46.

3	The option vests at 33.34% on the eighteenth month and 33.33% on each of the thirtieth and forty-second month anniversaries of the grant date.

4	The option vests at 33.334% on August 14, 2009 and 33.333% on August 14, 2010 and August 14, 2011.

5	The option vests at 33.334% on August 10, 2010 and 33.333% on August 10, 2011 and August 10, 2012.

6	The Relative Measure PSA vests on the third anniversary of the grant date subject to the achievement of performance goals.

7	The RSU vests one-third on August 8, 2013, August 8, 2014 and August 8, 2015.

8	The RSU vests one-third on February 8, 2014, February 8, 2015 and February 8, 2016.

9	The RSU vests one-third on August 9, 2013, August 9, 2014 and August 9, 2015.

10	The RSU vests at 33.4% on February 8, 2011 and 33.3% on February 8, 2012 and February 8, 2013.

11	The RSU vests at 33.4% on August 10, 2011 and 33.3% on August 10, 2012 and August 10, 2013.

12	The RSU vests at 33.34% on January 24, 2011 and 33.33% on January 24, 2012 and January 24, 2013.

13	The RSU vests at 20% on February 10, 2012 and February 10, 2013 and 60% on February 10, 2014.

14	The RSU vests at 33.4% on December 19, 2013 and 33.3% on December 19, 2014 and December 19, 2015.

15	The RSU vests at 25% on June 19, 2014 and June 19, 2015 and 50% on June 19, 2016.

16	The options terminate 10 years after the grant date.

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1	Amount reflects the difference between the exercise price of the option and the market value at the time of exercise.

2	Amount reflects the market value of the stock on the day the stock vested.

1	All assumptions are as detailed in the notes to the consolidated financial statements for the fiscal year ended December 31, 2012, including a discount rate of 4.25% with the exception of the following:

•	Retirement age for all plans is assumed to be the later of unreduced retirement age, as defined by each plan, or age as of December 31, 2012.

•	No pre-retirement mortality, disability, or termination is assumed.

2	Consistent with financial disclosure calculations, it is assumed that the form of payment is a life annuity for the Salaried Retirement Income Plan ("Qualified"), the RBEP and the SERP. It is assumed that the form of payment for NEO MSSORP participants is 5-year installments (which are actuarially equivalent to the life annuity).

3	The 2012 qualified plan compensation limit of $250,000 has been incorporated.

4

The terms of the RBEP plan document, as amended and restated effective February 8, 2010, the terms of the MSSORP plan document, as amended and restated effective January 1, 2009, and the terms of the SERP plan document, as restated effective February 8, 2010 and as amended and restated effective April 1, 2012, have been reflected in the December 31, 2012 SEC disclosure tables. Subsequent amendments as of December 30, 2009 to the MSSORP plan document are likewise reflected in the December 31, 2012 SEC disclosure tables.

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5	Internal Revenue Code Section 415 limits are not reflected for these calculations. Note that the limits would only affect the distribution of amounts between the qualified and non-qualified plans.

•	Salaried Retirement Income Plan ("Qualified Plan");

•	Supplemental Executive Retirement Plan ("SERP");

•	Retirement Benefit Equalization Plan ("RBEP"); and

•	Modified Supplemental Senior Officer Retirement Plan ("MSSORP").

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(a)

equals the sum of: (i) the monthly retirement income payable to the participant if he or she elected a straight life annuity under the Qualified Plan, and (ii) if the participant is also a participant in the MSSORP, the monthly retirement income payable to the participant if he or she elected a straight life annuity under the MSSORP; or if the participant is also a participant in the RBEP, the monthly retirement income payable to the participant if he or she elected a straight life annuity under the RBEP; and

(b)

equals the sum of: (i) the monthly pension benefits to which the participant is entitled pursuant to the Qualified Plan were he or she to elect the 50% contingent pensioner form of annuity, naming such spouse or former spouse as contingent pensioner, and irrespective of whether or not the participant in fact elects the 50% contingent pensioner form of annuity under the Qualified Plan, and (ii) if the participant is also a participant in the MSSORP or RBEP, the monthly pension benefits to which the participant is entitled pursuant to the MSSORP or RBEP, as applicable, were he or she to elect the 50% contingent pensioner form of annuity, naming such spouse or former spouse as contingent pensioner, and irrespective of whether or not the participant in fact elects the 50% contingent pensioner form of annuity under the MSSORP or RBEP.

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(a)	equals 55% of the participant's final average compensation multiplied by the ratio (not to exceed 1.0) of his or her credited service to 15;

(b)	equals the participant's Qualified Plan benefit;

(c)	equals the participant's Social Security benefit; and

(d)	equals the participant's prior employer benefit.

(a)

equals 55% of the participant's final average compensation (which generally includes base salary and annual incentive compensation) multiplied by the ratio (not to exceed 1.0) of his or her credited service to the greater of 15 years or the credited service the participant would have completed had credited service continued to age 62 multiplied by a percentage factor (less than 100%) based on the participant's age at the time that benefits commence;

(b)	equals the participant's Qualified Plan benefit as of such date;

(c)	equals the participant's Social Security benefit; and

(d)	equals the participant's prior employer benefit multiplied by the same percentage factor based on the participant's age used in the calculation of (a).

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1	Ms. Toussaint forfeited her nonqualified deferred compensation balance on March 16, 2012 upon her resignation in accordance with the plan.

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•	Two-year continuation of his salary as of the date of termination;

•	Two-year continuation of then provided welfare benefits (to the extent continuation is permitted under the Company's plans);

•	All benefits, if any, he is entitled to under all of the Company's programs (excluding severance pay or salary continuation programs) providing benefits after termination (“Accrued Post-Employment Benefits”);

•	The annual bonus for the prior completed fiscal year, if as of the termination date such annual bonus has not yet been paid;

•	The prorata portion of any annual bonus for the calendar year in which the termination occurs that would have been paid had his employment continued; provided that the Compensation Committee maintains its rights under the bonus plan to exercise negative discretion in determining the amount of the bonus; and

•	Annual payment for two years following termination of an amount equal to his target bonus in effect for the year of termination.

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•	An amount equal to two times the most recent base salary and two times the highest of (i) the annualized average bonus for up to three years prior (or such annualized year if applicable) to the (a) separation from service; or (b) change in control; or (ii) the target bonus for the year in which the separation from service occurs;

•	Cash payment equal to a prorated target bonus for the year in which the separation from service occurs (less any prorata bonus previously paid for the same period);

•	Twenty-four months of additional age credit, benefit accruals and vesting credit under the Company's non-qualified and qualified retirement plans, with the resulting benefits payable either at the times provided by such plans or in an actuarially equivalent lump sum on March 1 of the year following the year in which the date of termination occurs;

•	Twenty-four months of continued financial planning assistance at the Company's expense;

•	Twenty-four months continued participation in any welfare plans of the Company (including medical, dental, death, disability, and the Company's SEELIP, if applicable) in which the NEO was participating at the time of termination of employment or change in control; and

•	An additional payment each month during the 24 month period to gross-up the NEO for all taxes due on the medical and dental benefits payable under the severance agreement.

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1

Value of equity awards vesting upon a change in control, death or disability are equal to the grant's intrinsic value as of December 31, 2012 based on the closing market price of $22.46. Equity awards and non-equity incentive plan compensation that were fully vested by their terms as of December 31, 2012 are not included in the numbers shown above. For information on any outstanding fully-vested awards, see the “Outstanding Equity Awards at Fiscal Year End” Table.

2	The value of these benefits is based upon provisions of the change in control severance agreements with our NEOs whereby the executives are entitled to the value of additional retirement benefits that would have been earned had they continued employment for two additional years after employment termination. Mr. Milzcik does not have a similar provision in his employment agreement.

3

The value of these benefits is based upon provisions of Mr. Milzcik's employment agreement, the Executive Separation Pay Plan, and the change in control severance agreements with our NEOs whereby the executives are entitled to continued participation in the Company's welfare and fringe benefit plans for 12 or 24 months upon covered terminations of employment, and continuation of premium payments and benefits under the Senior Executive Enhanced Life Insurance Program. Although continued participation may cease to the extent the NEO subsequently has coverage elsewhere, the numbers set forth in the table above reflect an estimate of coverage for the maximum applicable time period.

4

Amounts reflect the difference between the exercise price of the option and the closing market price of $22.46 as of December 31, 2012. Options with a strike price greater than $22.46 are shown as $0. Equity awards that were fully vested by their terms as of December 31, 2012 are not included in the numbers shown above. For information on any outstanding fully-vested awards, see the “Outstanding Equity Awards at Fiscal Year End" Table.

5	Amounts reflect the market value of the shares underlying the awards as of December 31, 2012 at the closing market price of $22.46 and do not include any value for that portion of the award with respect to which the participants accrued a vested interest by or on December 31, 2012.

6

Amounts reflect the market value of the shares underlying the awards as of December 31, 2012 at the closing market price of $22.46 and assume target level performance and do not include any value for that portion of the award with respect to which the participants accrued a vested interest by or on December 31, 2012. For purposes of the Performance Unit Award, no value is shown because the award was deemed fully vested and earned on December 31, 2012.

7	Relative to the Cash Compensation/Severance row of the table, no additional payment is due under the Performance-Linked Bonus Plan; participants must be employed on the date of payment to receive an award; so no award is payable.

8

Relative to the Cash Compensation/Severance row of the table, the Executive Separation Pay Plan stipulates no separation benefits are due if the executive is terminated for misconduct. Under the Performance-Linked Bonus Plan, the officer generally must be employed on the date of payment to receive an award. A retirement-eligible officer also gets no bonus under the Performance-Linked Bonus Plan if terminated for Cause.

9

The amount in the Cash Compensation/Severance row of the table equals one year's salary and includes a pro-rated award under the Performance-Linked Bonus Plan for all executives other than Mr. Milzcik. Under the Performance-Linked Bonus Plan, an executive terminated other than for cause after October 31, 2012 is entitled to a pro-rated award. For Mr. Milzcik, the amount includes a payment of two-times base salary and target bonus for the year of termination. In the case of termination without cause or for good reason, Mr. Milzcik is entitled to his Relative Measure PSAs for performance periods beginning after January 1, 2012, calculated based on the Company's actual performance as compared to that of the Russell 2000 Index, pro-rated through the second anniversary of his termination date. The amounts shown in the table assume performance at target levels for 2012 and future years.

10

Relative to the Cash Compensation/Severance row of the table, no additional salary is due upon death or disability. But, under the Performance-Linked Bonus Plan, the participant would be entitled to a pro-rated award for a death or disability on December 31, 2012. Participants' beneficiaries would also be entitled to life insurance benefits as well as certain pension plan death benefits not shown on this table. Equity awards (other than performance shares) vest at date of death. No incremental value is shown for death because the table assumes death occurred on the last day of the year; the awards would then have already been earned.

11

Participants would be able to receive short-term disability and long-term disability payments available to all salaried employees which amounts are not shown in the table above. Participants would also accrue service under some of the pension plans during a period of disability. Equity awards (other than performance shares) vest upon the occurrence of a qualifying disability event. No incremental value is shown for disability because the table assumes disability occurred on the last day of the year; the awards would then have already been earned.

12

Executives are entitled to a pro-rated target bonus upon a change in control. This is netted against the amount paid for termination following a change in control when such termination occurs in the same year. The table reflects a December 31, 2012 event. Since a portion of the 2012 bonus is earned as of December 31, 2012, the Cash Compensation/Severance row includes the excess (if any) of the full-year target bonus over the amount actually awarded for the year. Pro-rated bonus is based on the greater of his target bonus or his 3-year average bonus for Mr. Milzcik, and target for the other NEOs. Agreements separately provide for a bonus component of the

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13	Equity awards only allow for retirement treatment if an executive retires at or after attaining age 62 with at least five years of service. No amounts are shown in this column as none of the NEOs was eligible to retire on December 31, 2012.

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1	Mr. Barnes became a participant in the plan when it was initially adopted in 1987. He became an employee in 1993 and continues to participate in the plan.

1	Stock Awards represent the aggregate grant date fair value of restricted stock units granted to directors under the Barnes Group Inc. Stock

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a	Stock awards outstanding at December 31, 2012 were 16,856 for Messrs. Barnes, Benanav, Alden, Bristow and Carpenter and Ms. Mangum, 4,856 for Messrs. Morgan and Albani, 7,530 for Mr. McClellan and 2,365 for Mr. Kramer.

2	There were no Option Awards outstanding at December 31, 2012 for any of the directors.

3	At December 31, 2012, the Change in Pension Value and Nonqualified Deferred Compensation Earnings for Mr. Barnes relates to the Company's Salaried Retirement Income Plan (the "Qualified Plan"), the RBEP, the SERP and the MSSORP. The change in the pension value for the Qualified Plan, RBEP, SERP and MSSORP was $152,263, $71,991, $14,381 and ($95,623), respectively.

4

Mr. Benanav participates in the Barnes Group Inc. Directors' Deferred Compensation Plan, as amended and restated. Interest is credited each quarter, on the amount of deferred director fees and dividends, based upon the rate of interest for prime commercial loans on the first business day of each quarter. Any preferential amount would be determined by calculating the difference between the actual interest credited to Mr. Benanav and the interest that would have been earned using 120% of a ten-year Treasury bill rate. During 2012, there was $4,941 of preferential interest earned and the aggregate balance of this deferred compensation at December 31, 2012 was $971,502.

5	The compensation represented by the amounts for 2012 set forth in the All Other Compensation column for the directors is detailed in the following table:

a	Taxes paid on All Other Compensation were based on the maximum tax rates of the director's jurisdiction.

b

At December 31, 2012, the aggregate balance included $32,861 of life insurance premiums paid on behalf of Mr. Barnes under the SEELIP and $16,318 of income related to a split dollar life insurance policy. The compensation associated with the split dollar life insurance agreement was calculated by determining Mr. Barnes's current share in the policy and multiplying that by an estimated term life insurance rate based upon certain factors such as the age of the insured and the amount of the policy.

c	Included in All Other Perquisites are payments made for financial planning services.

d	Mr. Barnes received an annual salary of $280,000 as an employee of the Company in 2012.

e

Included in Other are matching contributions made by the Company under the Retirement Savings Plan for Mr. Barnes, life and accidental death and dismemberment insurance premiums paid by the Company for the benefit of Messrs. Benanav, Alden, Bristow, Carpenter, Morgan, Albani and McClellan and Ms. Mangum; and matching charitable contributions under the Barnes Group Foundation, Inc. matching gifts program for the benefit of Messrs. Benanav and Albani and Ms. Mangum.

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1	Weighted-average exercise price excludes 749,911 for restricted stock awards with a zero exercise price.

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1	This information is based on a Schedule 13G/A filed by Bank of America Corporation ("BoA") on February 14, 2013 with the SEC. As of December 30, 2012, BoA had shared voting power with respect to 4,915,268 shares and shared investment power with respect to 5,075,770 shares.

2	This information is based on a Schedule 13G/A filed by BlackRock, Inc. on February 8, 2013 with the SEC. As of December 30, 2012, BlackRock, Inc., together with affiliates identified in the Schedule 13G/A, had sole voting power and sole investment power with respect to an aggregate of 4,046,678 shares.

3	As of February 1, 2013, based on Company records, Mr. Barnes had sole voting and sole investment power with respect to 629,307 shares and sole voting and shared investment power with respect to 2,148,321 shares.

4	This information is based on a Schedule 13G/A filed by the Barnes Group Inc. Retirement Savings Plan on January 30, 2013 with the SEC. As of December 31, 2012, the Barnes Group Inc. Retirement Savings Plan had shared investment power with respect to 3,163,585 shares.

5

This information is based on a Schedule 13G filed by Allianz Global Investors U.S. Holdings LLC on February 14, 2013 with the SEC. As of December 30, 2012, Allianz Global Investors U.S. Holdings LLC together with affiliates identified in the Schedule 13G had sole voting power with respect to an aggregate of 2,728,619 shares and sole investment power with respect to an aggregate of 2,826,346 shares.

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*	Less than 1% of Common Stock beneficially owned.

1	The named person or group has sole voting and investment power with respect to the shares listed in this column, except as set forth in this note.

The shares listed for Messrs. Albani, Alden, Barnes, Benanav, Bristow, Carpenter, Dempsey, Kramer, McClellan, Milzcik, Morgan and Stephens, Mses. Edwards, Mangum and Toussaint, and all directors and executive officers as a group include 0; 0; 0; 0; 0; 0; 163,334; 0; 0; 773,241; 0; 21,635; 42,251; 0; 0; and 1,020,279 shares, respectively, which they have the right to acquire within 60 days after February 1, 2013. The shares listed for Messrs. Barnes, Dempsey, Milzcik and Stephens, Ms. Edwards, and all directors and executive officers as a group include 33,399; 4,129; 17,168; 1,174; 11,778; and 68,846 shares, respectively, over which they have shared investment power. These shares are held under the Company's Retirement Savings Plan. The shares listed for Messrs. Alden, Barnes, Benanav, Bristow and Carpenter and Ms. Mangum include 12,000 shares that each of them has the right to receive under the Non-Employee Director Deferred Stock Plan described above under the heading “Director Compensation in 2012.”

The shares listed for Messrs. Dempsey, Milzcik and Stephens, Mses. Edwards and Toussaint, and all directors and executive officers as a group do not include 47,343; 196,781; 64,597; 19,499; 32,300; and 373,759 shares of Common Stock, respectively, that the holders may have the right to receive on a future date (beyond 60 days from February 1, 2013) pursuant to RSU and performance share awards. The shares listed also do not include the following number of shares of Common Stock that the following directors may have the right to receive on a future date (beyond February 1, 2013) pursuant to RSU awards: 2,365 shares with respect to Mr. Kramer and 2,674 shares with respect to Mr. McClellan.

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a.

A director will not be independent if (i) the director is, or was within the preceding three years, employed by the Company; (ii) an immediate family member of the director is, or was within the preceding three years, employed by the Company as an “executive officer” (as such term is defined by the NYSE) other than on an interim basis; (iii) the director or any immediate family member has received from the Company, during any 12 consecutive months within the preceding three years, more than $120,000 in direct compensation from the Company, other than compensation received by an immediate family member of a director for service as a non-executive employee of the Company and director and committee fees and deferred compensation for prior service, provided, that such deferred compensation is not contingent on continued service; (iv) the director is employed by the Company's independent auditor; (v) an immediate family member of the director is employed by the Company's independent auditor (I) as a partner or (II) otherwise as an employee who personally works on the Company's audit; (vi) the director or an immediate family member was within the last three years a partner or employee of the Company's independent auditor and personally worked on the Company's audit within that time; or (vii) a Company executive officer is, or was within the preceding three years, on the board of directors of a company which, at the same time, employed the Company director or an immediate family member of the director as an executive officer.

b.

The following commercial and charitable relationships will not be considered material relationships that would impair a director's independence: (i) if a Company director is an employee, or an immediate family member is an executive officer, of another company that does business with the Company and, within any of the last three fiscal years, the annual sales to, or purchases from, the Company are less than 1% of the annual revenues of the other company; (ii) if a Company director is an employee, or an immediate family member is an executive officer, of another company that is indebted to the Company, or to which the Company is indebted, and the total amount of either company's indebtedness to the other is less than 1% of the total consolidated assets of the other company; and (iii) if a Company director serves as an officer, director or trustee of a charitable organization, and the Company's discretionary charitable contributions to the organization are less than 1% of such organization's total annual charitable receipts, provided, that the amount of the Company's contributions shall not include the matching of charitable contributions by Barnes Group Foundation, Inc. pursuant to the Matching Gifts Program.

c.

For relationships not covered by b. above, the directors who are independent under the Corporate Governance Guidelines in a. and b. above will determine whether the relationship is material and, therefore, whether the director is "independent." The Company will explain in the next proxy statement the basis of any Board determination that a relationship was immaterial despite the fact that it did not meet the categorical standards of immateriality in b. above.

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1

Audit Fees consist of fees for professional services provided in connection with the integrated audit of the Company's financial statements and internal controls over financial reporting, and review of financial statements included in Forms 10-Q, and includes statutory audits, attest services, consents and assistance with and review of documents filed with the SEC. Fees included in these balances related to the acquisition of Synventive Molding Solutions ("Solutions") businesses, which was integrated into the Company's Industrial segment, in 2012 were $112,500.

2	Audit-Related Fees consist primarily of fees for transactional and due diligence reviews and benefit plan audits. Due diligence review fees included in these balances related to the acquisition of Synventive in 2012 were $310,169.

3	Tax Fees include fees for tax compliance, tax consulting and expatriate tax services. Tax consulting fees included in these balances related to the acquisition of Synventive in 2012 were $318,881.

4	All Other Fees include license fees for PricewaterhouseCoopers LLP's publication Comperio.

•

Annually, management shall present to the Audit Committee its best estimate of the particular services for audit, audit-related, tax and other non-audit services, and the estimated fees therefor, to be performed by an external auditor during the audit engagement period for the then-current fiscal year. The external auditor shall provide such back-up documentation for each such service in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and as the Audit Committee deems necessary or desirable to assess the impact of such service on the external auditor's independence. Prior to the

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•

For any audit, audit-related, tax or other non-audit service to be obtained by the Company from an external auditor and not pre-approved in accordance with the above described procedure, the Audit Committee Chairperson is authorized to approve prior to the engagement of the external auditor for such service, any such service and expenditures therefor to a maximum of $100,000; provided, that said Chairperson has been determined to be an independent director by the Board of Directors of the Company. The Chief Financial Officer shall obtain written confirmation of any such pre-approval by the delegatee and each such pre-approval by the Chairperson shall be reported to the Audit Committee at its next meeting.

•

All audit, audit related, tax or other non-audit services to be obtained from an external auditor that are not pre-approved by the Audit Committee pursuant to the procedures described above shall be pre-approved by resolution of the Audit Committee prior to the engagement of the external auditor for such services. Further, any engagement for tax and other non-audit services that qualify for the SEC regulations' “de minimis” exception (i.e., they were not recognized as being non-audit services at the time of the engagement and in the aggregate do not exceed the amount specified in SEC rules) to the pre-approval requirement of the procedures described above, shall be promptly brought to the attention of the Audit Committee and approved by the Audit Committee or its Chairperson prior to the completion of the annual audit of the Company's consolidated financial statements.

•	The Chief Financial Officer will provide a quarterly report of external auditor services, by category, to the Audit Committee.

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