b-20200930.htm

This letter memorializes our recent discussions regarding our collective response to the COVID-19 pandemic and the resulting impact on our community, our economy and Barnes Group Inc. (the “Company”).

You have voluntarily agreed to continue the reduction of your rate of base salary by [30%]¹ [15%]², for the remainder of 2020 (i.e. the period commencing on [August 1, 2020]³ [November 1, 2020]⁴ and concluding on December 31, 2020), or such earlier date as the Compensation and Management Development Committee of the Board of Directors determines.

By your signature below, you hereby acknowledge and consent to the salary reduction contemplated by this letter, and further acknowledge and agree that you shall not have, and hereby waive, any right to resign for “Good Reason” (or any term of similar meaning) solely in connection with the temporary base salary reduction contemplated by this letter, under any and all employment, compensation and benefit plans, programs, policies, agreements or arrangements of the Company and its subsidiaries.

We appreciate your continued commitment and dedication to Barnes Group Inc. and your ongoing contributions to the collective success of the Company during these unprecedented times.

We are aware that our report dated October 26, 2020 on our review of interim financial information of Barnes Group Inc., which appears in this Quarterly Report on Form 10-Q, is incorporated by reference in the Registration Statements on Form S-8 (Nos. 333-205952, 333-196013, 333-150741, and 333-133597) of Barnes Group Inc.

1.I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2020 of Barnes Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2020 of Barnes Group Inc.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

In connection with the Quarterly Report of Barnes Group Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ PATRICK J. DEMPSEY						/s/ CHRISTOPHER J. STEPHENS, JR.
Patrick J. Dempsey President and Chief Executive Officer						Christopher J. Stephens, Jr. Chief Financial Officer
October 26, 2020						October 26, 2020

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in the typed form within the electronic version of this written statement required by Section 906, has been provided to Barnes Group Inc. and will be retained by Barnes Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.


			/s/ PATRICK J. DEMPSEY
			Patrick J. Dempsey
			President and Chief Executive Officer


			/s/ CHRISTOPHER J. STEPHENS, JR.
			Christopher J. Stephens, Jr.
			Chief Financial Officer



[Name]						Date


/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut