Summary of BARNES GROUP INC

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Principal Officers: Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements for Certain Officers.

On July 21, 2008, Mr. William C. Denninger and the Company entered into an agreement regarding Mr. Denninger's retirement ("Retirement") from his position as Senior Vice President, Finance and Chief Financial Officer of the Company (the "Agreement"). In connection with the Agreement Mr. Denninger also signed a release of claims and a covenant agreement in which Mr. Denninger made commitments regarding confidentiality, non-competition, non-solicitation, non-disparagement and cooperation with the Company. Pursuant to the Agreement, Mr. Denninger will: continue as an employee of the Company and will be paid his salary at the same rate as paid prior to his Retirement plus a consulting fee of $35,000 per month through August 31, 2008; be paid for ten days of accrued and unused vacation at his salary rate prior to this Retirement; continue to participate through August 31, 2008 in the Company employee welfare benefit plans, the Senior Executive Enhanced Life Insurance Program ("SEELIP") and the Company pension plan; be entitled to payments under the Company's Supplemental Senior Officer Retirement Plan ("SSORP"); and continue to participate in the fringe benefit plans of the Company that he was eligible to participate in immediately prior to his Retirement, including company car, cell phone, club membership, executive physical and financial planning.

The Agreement provides that if Mr. Denninger signs an additional release on or after September 1, 2008 and prior to September 22, 2008, he will continue to be paid an amount equal to his salary immediately prior to his Retirement plus a consulting fee of $35,000 per month during the period from September 1, 2008 through May 31, 2009, receive payments under SSORP, and continue to participate in certain of the welfare benefit plans of the Company and in SEELIP through May 31, 2009, and the transfer-restricted shares of the Performance-Accelerated Restricted Stock Units specified in the Agreement will become transferable.