KENNAMETAL INC — Director's Dealing 2003

May 27, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KENNAMETAL INC (KMT)
CIK: 0000055242
Period of Report: 2003-05-27

Reporting Person: YOST LARRY D (Director)

Footnotes

F1: 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.