8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2012

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-04801	06-0247840
(Commission File Number)	(I.R.S. Employer Identification No.)
123 Main Street, Bristol, Connecticut	06010
(Address of principal executive offices)	(Zip Code)

(860) 583-7070

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

The Board of Directors (the "Board") of Barnes Group Inc. (the "Company") re-appointed Claudia S. Toussaint to the position of Senior Vice President, General Counsel and Secretary of the Company, effective June 19, 2012. Ms. Toussaint previously served in this position with the Company from April 2010 until March 2012. She briefly joined Tyco Flow Control in connection with its proposed spin-off from Tyco International Ltd., which is now expected to be followed by the merger of Tyco Flow Control with Pentair, Inc.

By action effective June 14, 2012, the Compensation and Management Development Committee of the Board of Directors of the Company (the "CMDC") approved the following compensation actions with regard to Ms. Toussaint (who was a “named executive officer” in the Company's 2012 proxy statement): (1) a base annual salary of $390,000; (2) a cash signing bonus in the amount of $100,000, payable within one month of the date of Ms. Toussaint's appointment, and fully reimbursable if Ms. Toussaint voluntarily terminates employment with the Company within twelve months of the signing bonus payment date; (3) a target percentage of 45% of base salary for purposes of the annual incentive compensation plan; and (4) a long-term equity grant consisting of the following awards: an Option to purchase 8,200 shares of Company common stock, a grant of 4,400 Restricted Stock Units, and a grant of 7,400 Performance Share Awards. A summary of the standard terms applicable to these equity awards, including vesting terms, is included in the Company's Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 14, 2011; the Form 8-K filed with the SEC on February 13, 2012; the form of option award agreement filed as an exhibit to the Company's Form 10-Q filed with the SEC on April 29, 2011; and the forms of restricted stock unit and performance share award agreements filed as exhibits to the Company's Form 10-K filed with the SEC on February 21, 2012. The CMDC also approved a grant to Ms. Toussaint of 20,500 Restricted Stock Units, which award will vest as follows: 25% on the second and third anniversaries of the grant date and 50% on the fourth anniversary of the grant date.

Ms. Toussaint will also resume participation in the other compensatory plans and other arrangements available to her as an executive officer of the Company in a manner substantially similar to her participation at the time of her resignation in March 2012 (other than (i) the 2009 Deferred Compensation Plan, which was modified to close participation to any employee hired, rehired or promoted into an eligible position on or after April 1, 2012, (ii) the Supplemental Executive Retirement Plan (“SERP”), which was modified to terminate participation for all individuals who were not receiving benefits under the SERP or vested thereunder as of April 1, 2012, and (iii) the Senior Enhanced Executive Life Insurance Program, which was modified to close participation to any employee hired or promoted into an eligible position after April 1, 2011, and in lieu of which Ms. Toussaint will participate in the Company's Executive Group Term Life Insurance Program ( "EGTLIP")), all (other than regarding the EGTLIP) as described regarding Ms. Toussaint and the Company's other named executive officers in the Company's 2012 proxy statement filed with the SEC on March 21, 2012, which description, to the extent applicable to Ms. Toussaint with respect to the compensation arrangements specifically approved by the CMDC described above and the other compensatory plans and arrangements in which Ms. Toussaint will participate, is incorporated herein by reference. The EGTLIP, a copy of which is attached to this report as Exhibit 10.1 and incorporated by reference herein, offers Company-provided group term life insurance under which the amount of the life insurance benefit, as of the beginning of each plan year, is equal to approximately three to four times the employee participant's base salary, depending on the salary grade of the employee. The Company pays the premiums for, each life insurance policy under EGTLIP while the participant is actively employed by the Company, provided, however, upon an employee participant's separation from service from the Company other than by death, the life insurance policy may be continued by the participant by taking certain actions and paying the full cost of the policy in accordance with EGTLIP's rules and procedures. A participant may make additional premium payments at any time, subject to certain limits described in the insurance policy.

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Item 9.01. Financial Statements and Exhibits

(d)
Exhibit No.	Document Description
10.1	Barnes Group Inc. Executive Group Term Life Insurance Program effective April 1, 2011

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  June 19, 2012	BARNES GROUP INC.
	(Registrant)
	By:	/s/ DAWN N. EDWARDS
		Dawn N. Edwards      Senior Vice President, Human Resources

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EXHIBIT INDEX

Exhibit No.	Document Description
10.1	Barnes Group Inc. Executive Group Term Life Insurance Program effective April 1, 2011

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EX-10.1

Exhibit 10.1

BARNES GROUP INC.

Executive Group Term Life Insurance Program

As Effective April 1, 2011

Preamble

The Barnes Group Inc. Executive Group Term Life Insurance Program (the “Plan”) was originally adopted effective April 1, 2011.

Section 1. Purpose

The Executive Group Term Life Insurance Program is designed to replace the Enhanced Life Insurance Program (ELIP) and the Senior Executive Enhanced Life Insurance Program (SEELIP) for certain salaried employees of the Company in grades 20 and above who are hired or promoted after April 1, 2011. The Plan provides these executives with Company-provided group term life insurance and the opportunity to make additional after-tax contributions and to “port” the coverage at termination of employment and continue the benefit at group term rates.

Section 2. Definitions

2.1 "Affiliate" means a corporation or trade or business that, together with the Company, is a member of: (a) a controlled group of corporations, within the meaning of Code section 414(b), or (b) a group of trades or businesses under common control, within the meaning of Code section 414(c).

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2.2 "Base Salary" means annual compensation (i.e., base salary), excluding any bonuses or other special compensation, as determined by the Company from time to time.

2.3 "Benefits Committee" means the Benefits Committee appointed by the Board of Directors, which Committee has the sole authority and discretion to administer the Plan in accordance with its terms and purposes.

2.4 "Board of Directors" means the Board of Directors of the Company.

2.5 "Code" means the Internal Revenue Code of 1986, as amended from time to time.

2.6"Company" means Barnes Group Inc.

2.7 "CMDC" means the Compensation and Management Development Committee of the Company's Board of Directors.

2.8 "Death Benefit" means the amount of life insurance provided under the Plan pursuant to Section 5.1.

2.9 "Eligible Employee" means any salaried employee of the Company in salary grades 20 and above who is hired after April 1, 2011 or who is promoted into salary grade 20 or above after April 1, 2011; provided that, notwithstanding the foregoing, the Benefits Committee may exclude any employee of the Company from participation in the Plan at any time before an Insurance Policy is issued to such employee under the Plan.

2.10 "Insurance Policy" means the Strategic Group Variable Universal Life Insurance Policy issued by Massachusetts Mutual Life Insurance Company to provide the benefits under this Plan, as in force on April 1, 2011, and any successor life insurance policy obtained to provide such benefits. The specific terms of the

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Insurance Policy that apply to each Participant in the Plan are reflected in a certificate issued by the Life Insurance Company to, or on behalf of, each such Participant as the insured.

2.11 "Life Insurance Company" means Massachusetts Mutual Life Insurance Company, or any other insurance carrier that the Company might use for this program.

2.12 "Participant" means an Eligible Employee who has met insurance underwriting requirements and is issued an Insurance Policy under the terms of this Plan.

2.13 "Plan" means the Barnes Group Inc. Executive Group Term Life Insurance Plan, as amended and in effect from time to time.

2.14 "Plan Year" means July 1st through June 30th, with the first Plan Year beginning April 1, 2011 and ending June 30, 2011.

2.15 "Separation from Service" (or "Separates from Service") means a Participant's death, retirement or other termination of employment with the Company and all Affiliates.

Section 3. Administration

The Plan shall be administered by the Benefits Committee.

Section 4. Participation in the Plan

4.1 Subject to any applicable underwriting requirements, an Eligible Employee shall commence participation in the Plan as follows:

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(a) if an employee becomes an Eligible Employee before the 15th day of any month, participation shall commence as of the first day of such month; or

(b) if an employee becomes an Eligible Employee on or after the 15th day of any month, participation shall commence as of the first day of the following month.

4.2 Eligible Employees may apply to become participants in the Plan by completing an application to the Life Insurance Company and submitting any required documentation. Acceptance in the Plan is subject to the Life Insurance Company's underwriting requirements, if applicable. If coverage is subject to underwriting requirements, an Eligible Employee shall become a Participant in the Plan when approved for coverage by the Life Insurance Company.

Section 5. Life Insurance Benefits

5.1 In the event of the Participant's death, the Life Insurance Company shall pay a life insurance benefit to the Participant's designated beneficiary in accordance with the terms and conditions set forth in the Insurance Policy.

5.2 The amount of Company-provided life insurance benefit under the Insurance Policy, as of the beginning of each Plan Year, shall equal three (3) times the Eligible Employee's Base Salary, rounded up to the next $1,000 for salaried employees in grade 20, and four (4) times the Eligible Employee's Base Salary, rounded up to the next $1,000 for salaried employees in grades 21 and above.

5.3 When a Participant receives an increase in Base Salary or a promotion from Grade 20 other than at the beginning of the Plan Year, the amount of additional

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life insurance (equal to 3 or 4 times the increase in Base Salary rounded up to the next $1,000 as set forth in Section 5.1) will be provided as of the first day of the immediately following month, provided that the Eligible Employee does not have a Separation from Service on or before such date.

5.4 The owner of the Insurance Policy is the Company. Beneficiary designations are made by the Participant and may be changed at any time in accordance with procedures established by the Life Insurance Company. Upon Separation from Service other than by death, the Insurance Policy may be continued by the Participant by taking over the ownership of the Insurance Policy and paying the full cost in accordance with procedures set forth in the Insurance Policy and rules established by the Life Insurance Company.

Section 6. Contributions

6.1 All premiums under the Insurance Policy that are necessary to fund the Life Insurance Benefits described in Section 5 while the Eligible Employee is actively employed by the Company or a participating Affiliate shall be paid by the Company, except as provided in Section 6.2.

6.2 The Participant may make additional premium payments at any time (subject to certain limits described in the Insurance Policy) to a guaranteed principal account under the Insurance Policy (or to separate account divisions, if applicable). Such additional premiums will increase the death benefit under the Insurance Policy or can be accessed through loans and withdrawals, as described in the Insurance Policy.

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Section 7. Sole Life Insurance Benefit

Notwithstanding anything to the contrary in any benefit materials or summary plan descriptions, a Participant in the Plan shall have no rights to any benefits under any other group life insurance program funded in whole or in part by the Company or any of its Affiliates.

Section 8. Miscellaneous

8.1 Notwithstanding any other provision herein to the contrary, the Plan may be amended at any time and in any respect by the vote of a majority of the members of the Benefits Committee or by the unanimous written consent of the members of the Benefits Committee. Notwithstanding the foregoing, any amendment affecting the level of benefits under the Plan must be made by the CMDC. In addition, the Plan may be terminated at any time by the CMDC.

8.2 The Benefits Committee shall, in its sole discretion, interpret and construe the Plan's terms and provisions and determine an individual's eligibility for benefits. Any interpretations, constructions or determinations made by the Benefits Committee in good faith shall be final and binding on all parties.

8.3 Circumstances not specifically covered in this Plan document will be reviewed by the Benefits Committee and the Benefits Committee in its discretion will apply such rules as it deems appropriate.

8.4 If any person believes that he/she is not receiving any benefits to which he/she is entitled under the Plan, the person may file a written claim with the Life

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Insurance Company in accordance with a reasonable claims procedure established by the Life Insurance Company in accordance with Section 503 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

8.5 The Plan shall be governed by the laws of the State of Connecticut to the extent not preempted by federal law.

Effective April 1, 2011

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