2003 Executive Charter: KMT

Kennametal Inc.

Executive Committee Charter


The purpose of the Executive Committee (the "Committee") of the Board of Directors (the "Board") of Kennametal Inc. (the "Company") is to assist the Board in managing its responsibilities.

Committee Membership

The Committee shall be comprised of at least four (4) members of the Board. The members of the Committee shall be appointed and, where appropriate, replaced by the Board; provided, that the Chairman of the Board, the Chief Executive Officer and, if applicable, the Lead Director shall be members of the Committee. The Committee shall have at least two (2) Independent Directors. The Chair of the Committee shall be designated by the Board.


The Committee shall meet or hold telephonic meetings as often as it deems appropriate to discharge its duties and responsibilities, but not less frequently than two (2) times each year. The Committee may request any officer or employee of the Company or the Company's outside counsel or other advisor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Duties and Responsibilities

The Committee shall:

1. Act on behalf of the Board when it is impractical for the entire Board to do so, including exercise the power and authority of the Board between the regularly scheduled Board meetings; provided, that the Committee shall not be permitted to take any action that, pursuant to any applicable law, regulation or listing standard, must be performed by another committee of the Board or cannot be delegated to a committee of the Board.
2. Review and make recommendations to the Board on the Company's overall business and risk management strategies.
3. Prepare, on a continuing basis, a short-term succession plan which delineates a temporary delegation of authority to certain officers of the Company, if all or a portion of the senior officers (including the Chief Executive Officer) should unexpectedly become unable to perform their duties.
4. Receive reports regarding the strategic direction of environmental, health, safety and technology policies and risk management programs; provided, that the review of such policies and programs with respect to the assessment of financial risk exposures remains a function of the Audit Committee.
Other Functions

The Committee shall:

1. Report to the Board on a regular basis.

2. Review and reassess its charter annually and recommend any changes to the Board for approval.

ADOPTED: April 29, 2003