EXECUTIVE EMPLOYMENT AGREEMENT





         THIS AGREEMENT, is made and entered into this 1st day of May, 2002, by

and between KENNAMETAL INC., a corporation organized under the laws of the

Commonwealth of Pennsylvania, for and on behalf of itself and on behalf of its

subsidiary companies (hereinafter referred to as "Kennametal"), and Markos I.

Tambakeras, an individual (hereinafter referred to as "Employee") and shall be

effective as of July 1, 2002 (the "Effective Date");





                                   WITNESSETH:





         WHEREAS, Kennametal and Employee are parties to an Executive Employment

Agreement, as amended, dated as of May 4, 1999; and





         WHEREAS, Kennametal and the Employee desire to enter into this

Agreement in order to amend and restate the terms and conditions of Employee's

continued employment with Kennametal; and





         WHEREAS, Employee acknowledges that by reason of employment by

Kennametal, it is anticipated that Employee will work with, add to, create, have

access to and be entrusted with trade secrets and confidential information

belonging to Kennametal which are of a technical nature or business nature or

pertain to future developments, the disclosure of which trade secrets or

confidential information would be highly detrimental to the interests of

Kennametal;





         NOW, THEREFORE, Kennametal and Employee, each intending to be legally

bound hereby, do mutually covenant and agree as follows:





         1. (a) Kennametal hereby agrees to employ the Employee and the Employee

hereby agrees to be employed by the Company commencing on July 1, 2002 for the

Term (as defined in paragraph 1(d) below) in the position and with the duties

and responsibilities set forth in paragraph 1(b) below, and upon the other terms

and subject to the conditions hereinafter stated.





                  (b) During the Term, (i) the Employee shall serve as the

Chairman of the Board and Chief Executive Officer of Kennametal and as a member

of the Board of Directors, (ii) the Employee shall have general executive

supervision over the business and affairs of Kennametal, subject to the policies

and directions of, and the executive responsibilities that may be assigned to

him (which in each case shall be consistent with his position and title) by the

Board of Directors of Kennametal (the "Board of Directors"), (iii) the Employee

shall generally be responsible for supervising the development, coordination and

implementation of the strategies for Kennametal's business, and (iv) the

Employee's duties shall be performed principally at Kennametal's executive

offices which are located in the Latrobe, Pennsylvania area. A demotion in

Employee's position during the Term will be considered termination by Kennametal

prior to a Change-in-Control (as defined herein) and other than for Cause (as

defined herein).





<PAGE>







                  (c) The Employee shall devote his full time and attention to

the business and affairs of Kennametal; provided, however, that nothing

contained herein shall prohibit the Employee from (a) serving as a member of the

Board of Directors of any other for-profit entity so long as Employee has

obtained the prior consent of Board of Directors, or (b) engaging in charitable

and community affairs.



                  (d) The initial term of this Agreement shall be for a period

of three (3) years, commencing on July 1, 2002 and ending on June 30, 2005 (the

"Initial Term"). The Initial Term of this Agreement shall be extended by an

additional year on each anniversary of the Effective Date beginning on July 1,

2003 and each year thereafter until one party gives the other not less than

twelve (12) months written notice that this Agreement shall cease to be extended

(as so extended, the "Term").



                  (e) For the services rendered by Employee to Kennametal during

the Term, the Employee shall be paid the compensation and receive the benefits

as follows:



                           (i) Employee shall be entitled to receive a salary

at a starting rate of $780,000 per annum, payable in accordance with

Kennametal's payroll practices ("Base Salary");



                           (ii) For fiscal years beginning on or after the

Effective Date, Employee shall be eligible to receive future annual bonuses at a

target rate of 100% of Base Salary under Kennametal's bonus plan for executive

officers, the actual amount to be based on the performance of Kennametal and

Employee (the "Cash Bonus");



                           (iii) Based on his performance, Employee shall

receive stock option grants consistent with his grade on the compensation scale

as may be granted under Kennametal's executive compensation plans;

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