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                                                                    EXHIBIT 10.8


                                BARNES GROUP INC.
                SENIOR EXECUTIVE ENHANCED LIFE INSURANCE PROGRAM

Section 1. Purpose

      The Senior Executive Enhanced Life Insurance Program (SEELIP) is designed
to provide an alternative to the Company's standard group term life insurance
plan to officers and selected employees of Barnes Group Inc. that provides
increasing cash value and little or no post-retirement income tax liabilities.

Section 2. Definitions

2.1   "Base salary" means annual compensation excluding any bonuses or other
      special compensation.

2.2   "Company" means Barnes Group Inc.

2.3   "Life Insurance Company" means Confederation Life Insurance Company of
      Atlanta, Georgia or any other insurance carrier that the Company might use
      for this program.

2.4   "Eligible Employee" means: (i) any officer of Barnes Group Inc.; or (ii)
      an employee of Barnes Group Inc. who has been designated to participate in
      the SEELIP by the Board of Directors of Barnes Group Inc.; and who is
      hired on or before his/her 55th birthday.

2.5   "Participant" means an Eligible Employee who has met insurance
      underwriting requirements and is issued a policy under the terms of this
      Plan.


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                SENIOR EXECUTIVE ENHANCED LIFE INSURANCE PROGRAM


2.6   "Plan" means the Barnes Group Inc. Senior Executive Enhanced Life
      Insurance Program (SEELIP).

2.7   "Plan Year" means October 1 through September 30th.

Section 3. Administration

      The Senior Executive Enhanced Life Insurance Program shall be administered
by the Benefits Committee of the Board of Directors, and is insured with
individual life insurance policies issued on the lives of Plan Participants.

Section 4. Participation in the Plan

4.1   Each Eligible Employee of the Company may participate in the Senior
      Executive Enhanced Life Insurance Plan on the October 1st coinciding with
      or next following his or her date of eligibility for the Company's group
      term life insurance plan.

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 insurance
      company underwriting requirements. An Eligible Employee shall become a
      Participant in the Plan when an insurance policy covering him or her is
      issued by the Life Insurance Company.


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                SENIOR EXECUTIVE ENHANCED LIFE INSURANCE PROGRAM


Section 5. Benefits

5.1   The basic life insurance benefit equals four (4) times the Eligible
      Employee's annual base salary, rounded up to the next $1,000. This benefit
      may be reduced by policy loans or withdrawals against the cash value of
      the policy.

5.2   When a Participant receives a salary increase other than in the beginning
      of the Plan Year, the amount of additional life insurance (equal to four
      (4) times the salary increase rounded up to the next $1,000) will be
      provided through the Company's group term life insurance plan. This
      additional life insurance benefit will be assumed by the Senior Executive
      Enhanced Life Insurance Program on the next October 1, subject to
      insurance company underwriting requirements.

5.3   The owner of the policy is the Participant unless otherwise designated by
      the Participant. The cash value of the insurance policy belongs to the
      owner. Beneficiary designations are named by the owner of the policy and
      may be changed at any time. Upon termination of employment, the policy may
      be continued by the policy owner.

Section 6. Payment of Premiums

6.1   While a Participant is an employee, the Company shall pay the full cost of
      the insurance policy. In addition the Company shall reimburse the
      Participant for a portion of the federal income taxes paid by the
      Participant as a result of the foregoing premium payments.


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                SENIOR EXECUTIVE ENHANCED LIFE INSURANCE PROGRAM


6.2   Except as provided in Section 6.3, the Company shall cease paying the cost
      of the policy at the end of the quarter in which any of the following
      occurs:

      (a)   a Participant terminates employment with the Company, or

      (b)   six months after the commencement of an unpaid leave of absence, or

      (c)   two years after the Participant is first absent from work because of
            a disability.

6.3   If a Participant who has ten years of service with the Company and/or an
      affiliate of the Company, terminates employment after attaining age 55,
      the Company shall continue to pay the cost of the insurance until it is
      fully paid and shall reimburse the Participant for a portion of the
      federal income taxes resulting from such payments.

6.4   If the Company ceases paying premiums for any reason including those in
      Section 6.2, the policy owner may continue paying the premium on his own,
      may borrow against the policy to pay premiums, or may cash in the policy.

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


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                SENIOR EXECUTIVE ENHANCED LIFE INSURANCE PROGRAM


8.1   The Board of Directors of the Company reserves the right to amend, modify,
      withdraw or add to any of the benefits, terms or conditions of the Plan at
      any time.

8.2   The Benefits Committee of the Board of Directors 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. 8.3 Circumstances not specifically
      covered in this Plan Document will be reviewed by the Benefits Committee
      and the Committee in its discretion will apply such rules as it deems
      appropriate.





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