2003 Nominating Charter: KMT

Kennametal Inc.

Nominating/Corporate Governance Committee Charter


The purpose of the Nominating/Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Kennametal Inc. (the "Company") is to:

1. Ensure that the Board is properly constituted to meet its fiduciary responsibilities and obligations to the shareowners of the Company.

2. Identify qualified candidates for membership to the Board, and recommend that the Board select its director nominees for the next annual meeting of shareowners or for any vacancies arising from time to time.

3. Recommend to the Board directors for Board committee membership.

4. Take a leadership role in shaping the corporate governance of the Company, including developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, in accordance with New York Stock Exchange requirements and other applicable legal and regulatory requirements.

Committee Membership

The Committee shall be comprised of no fewer than three (3) directors, each of whom shall meet the independence requirements, as and when required, of the New York Stock Exchange and any other applicable regulatory authority in accordance with the Company's Corporate Governance Guidelines. The members of the Committee shall be appointed and, where appropriate, replaced by the Board. The Chair of the Committee shall be designated by the Board, or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee.


The Committee shall meet or hold telephonic meetings as often as it deems appropriate to discharge its goals 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.

Goals and Responsibilities

The Committee shall:

Board Membership Matters

1. Evaluate the existing composition of the Board and assess Board membership needs.

2. Establish and review criteria, including desired skills and attributes, for selecting new directors, which reflect the values of the Company.

3. Conduct searches for, and identify, qualified candidates for membership to the Board.

4. Periodically communicate with the Compensation Committee on the ability of the Company to recruit and retain highly qualified and capable directors, including the amount and type of compensation afforded to directors of other relevant companies.

5. Evaluate and recommend to the Board nominees for election to the Board (including incumbent directors).

6. Consider director candidates nominated by the shareowners in accordance with the Company's By-laws.

7. Evaluate the termination of directors from Board membership, for cause or for other appropriate reasons.

Committee Membership Matters

1. Evaluate and recommend to the Board appointments and removals with respect to Board committee membership, including the appointment and removal of committee chairpersons.

Corporate Governance Matters

1. Develop, and review at least annually the adequacy of, the Company's guidelines and policies related to corporate governance, including, the Company's Corporate Governance Guidelines and Code of Business Ethics and Conduct; and recommend any changes, as it may deem necessary or appropriate, to the Board with respect thereto.

2. Oversee the process of determining Board size, composition and succession needs based on consideration of relevant factors including, but not limited to: (i) the business activities engaged in by the Company; (ii) the strengths, weaknesses and performance of the Company and its management; (iii) the duties and activities of the Board; and (iv) the experience, subject matter expertise, capabilities, skills and diversity of the individual directors and the Board as a whole.

3. Oversee the evaluation of the Board, including leading an annual assessment of collective Board performance to determine whether the Board and its committees are functioning effectively. The Committee shall be responsible for establishing the evaluation criteria, implementing the process for such evaluation, as well as considering other corporate governance principles that may, from time to time, merit consideration by the Board.

4. Monitor the functioning of the committees of the Board and recommend any changes to the Board, including the creation or elimination of committees.

5. Recommend that the Board establish such special committees as may be necessary or appropriate from time to time to address ethical, legal or other matters that may arise. The Committee's power to make such a recommendation shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time.

6. Oversee an orientation program for new directors and a continuing education program for all directors.

7. Advise the Board generally on corporate governance matters.

Other Functions

The Committee shall:

1. Have the sole discretion to retain and terminate any search firm used to identify prospective director candidates, including the sole authority to approve fee and retention terms.

2. Have the authority to engage independent legal, accounting or other advisors, at the Company's expense, as it deems necessary or appropriate.

3. Perform an annual performance self-evaluation of the Committee, the results of which shall be submitted to the Board.

4. Report to the Board on a regular basis.

5. Have the authority to delegate any of its goals and responsibilities (or functions) to a subcommittee of the Committee consisting of one or more members, as appropriate.

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

7. Perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee or the Board deems necessary or appropriate.

ADOPTED: April 29, 2003