common stock after March 31, 2001, are no longer guaranteed a minimum rate of return. However, the Company continues to guarantee a minimum rate of return on certain pre-April 1, 2001, assets of the plan (see Note 18).  The Company contributes an amount equal to 50% of employee contributions up to 6% of eligible compensation plus any guarantee payment. Employees may elect to contribute additional amounts up to a total of 10% of eligible compensation. The Company expenses all contributions made to the RSP. The Company recognized expense of $2,990, $3,560 and $2,295 in 2002, 2001 and 2000, respectively. As of December 31, 2002, the RSP held 3,167,133 shares of the Company’s common stock.  The Company has an Employee Stock Purchase Plan (ESPP) under which eligible employees may elect to have up to the lesser of $21,250 or 10% of base compensation deducted from payroll for the purchase of the Company’s common stock at 85% of market value on the date of purchase. The maximum number of shares which may be purchased under the ESPP is 2,025,000. The number of shares purchased under the ESPP was 62,741, 62,691, and 75,052 in 2002, 2001 and 2000, respectively. As of December 31, 2002, 256,527 additional shares may be purchased. The 1991 Barnes Group Stock Incentive Plan (1991 Plan) authorizes the granting of incentives to executive officers, directors and key employees in the form of stock options, stock appreciation rights, incentive stock rights and performance unit awards. Options granted under the 1991 Plan that terminate without being exercised become available for future grants under the 1991 Plan. A maximum of 1,945,984 common shares are subject to issuance under this plan after December 31, 2002. As of December 31, 2002 and 2001, there were 171,832 and 627,421 shares, respectively, available for future grant under the 1991 Plan.  The Barnes Group Inc. Employee Stock and Ownership Program (2000 Plan) was approved on April 12, 2000, and subsequently amended on April 10, 2002, by the Company’s stockholders. The 2000 Plan permits the granting of incentive stock options, nonqualified stock options, restricted stock awards, performance share or cash unit awards and stock appreciation rights, or any combination of the foregoing, to eligible employees to purchase up to 3,450,000 shares of the Company’s common stock. Such shares have been authorized and reserved. Options granted under the 2000 Plan that terminate without being exercised become available for future grants under the 2000 Plan. A maxi- mum of 3,292,333 common shares are subject to issuance under this plan after December 31, 2002. As of December 31, 2002 and 2001, there were 749,432 and 325,125 shares, respectively, available for future grants under the 2000 Plan.  In 1998, 60,000 incentive units and 75,000 stock options were granted under the Key Executive Stock Plan (Key Plan). There are no additional shares available for future grant. A maxi- mum of 104,806 common shares are subject to issuance under the Key Plan after December 31, 2002.  Compensation cost related to these plans was $2,588, $1,974 and $798 in 2002, 2001 and 2000, respectively. The Company recorded, in additional paid-in capital, tax benefits related to stock options of $1,148, $650 and $776 in 2002, 2001 and 2000, respectively. Data relating to options granted under these plans follow: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS BARNES GROUP INC. 2002 2001 2000 Outstanding, January 1 Granted Exercised  Cancelled Outstanding, December 31 Exercisable, December 31 Number of Shares 1,808,775 1,207,622 324,036 220,369 2,471,992  899,926 Average Exercise  Price $^{$}$20.70 $^{$}$16.88 $^{$}$12.75 $^{$}$22.22 $^{$}$19.74 $^{$}$21.36 Number of Shares 2,471,992 1,447,681 379,435 165,446 3,374,792  1,388,325 Average Exercise  Price $^{$}$19.74 $^{$}$18.81 $^{$}$17.11 $^{$}$20.33 $^{$}$19.61 $^{$}$21.34 Number of Shares 3,374,792 1,242,843 616,348 53,396 3,947,891  2,065,666 Average Exercise  Price $^{$}$19.61 $^{$}$22.66 $^{$}$17.81 $^{$}$23.13 $^{$}$20.80 $^{$}$21.29 Back to Table of Contents PAGE 34