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KENNAMETAL INC Director's Dealing 2003

Sep 10, 2003

31867_dirs_2003-09-10_2118b0bf-a441-4d22-a0d6-ad7315029576.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: KENNAMETAL INC (KMT)
CIK: 0000055242
Period of Report: 2003-08-25

Reporting Person: HELD A PETER (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2003-08-25 Stock Credits $0 A 110.4436 Acquired Common Stock (110.4436) Direct

Footnotes

F1: On August 25, 2003, pursuant to the Kennametal Inc. Directors Stock Incentive Plan, Kennametal Inc. granted the reporting person 379.7160 stock credits. A Form 4 to report the transaction was timely filed, but 110.4436 stock credits were not reflected in the total due to a clerical error.

F2: Under the Kennametal Inc. Directors Stock Incentive Plan ("Plan"); (i) Capital Stock shall be substituted for the Stock Credits (a) in the event of any actual or threatened change in control of the company, or (b) as soon as practicable, following the date that such non-employee director ceases (other than by reason of death) to be a non-employee director ("retirement"); (ii) a non-employee director may elect to receive the Capital Stock represented by the Stock Credits in monthly or annual installments following retirement; and (c) in the event of the death of the non-employee director, the Stock Credit account to which he or she was entitled shall be converted to cash and distributed in a lump sum to such person(s) or the survivors thereof.

F3: Under the Kennametal Inc. Directors Stock Incentive Plan ("Plan"); (i) Capital Stock shall be substituted for the Stock Credits (a) in the event of any actual or threatened change in control of the company, or (b) as soon as practicable, following the date that such non-employee director ceases (other than by reason of death) to be a non-employee director ("retirement"); (ii) a non-employee director may elect to receive the Capital Stock represented by the Stock Credits in monthly or annual installments following retirement; and (c) in the event of the death of the non-employee director, the Stock Credit account to which he or she was entitled shall be converted to cash and distributed in a lump sum to such person(s) or the survivors thereof.