EX-10.2



 Exhibit 10.2             

AMENDMENT NO. 1 TO THE KENNAMETAL INC. 

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 

WHEREAS, Kennametal Inc. (the “Company”) sponsors and maintains the KENNAMETAL INC. SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN, as amended December 30, 2008 (the “Plan”) (Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Plan); 

WHEREAS, in accordance with Section 9.7 of the Plan, the Company reserves the right to amend the Plan; and 

WHEREAS, with respect to funding of SERP Benefits under the Plan, the Company desires to amend the Plan to provide for the mandatory
setting aside of Company assets in the event of a Change in Control. 
 NOW, THEREFORE, the undersigned authorized officer of the
Company, hereby adopts the following amendments to the Plan: 

1.         Amendment.  Section 9.4 of the Plan is hereby amended restated
in its entirety to provide as follows: 
  

	“9.4	 Source of Benefit Payments.   This Plan is intended to be an unfunded plan of deferred compensation for a select group of
management or highly compensated individuals, and it is intended that a SERP Benefit payable hereunder will be paid from the general assets of the Company. However, in the event of a threatened or actual Change in Control of the Company, assets
shall be contributed to a “rabbi trust” (within the meaning of Rev. Proc. 92-64) established by the Corporation. The amount of such assets to be contributed shall be equal to the value of all amounts payable to each Participant or
Surviving Spouse or estate, under Sections 6 and 7 of the Plan, as determined by the actuary immediately prior to the date on which the assets are contributed to such trust. Any such trust shall be established as a grantor trust, of which the
Corporation is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code. Notwithstanding the foregoing provisions of this Section 9.4 or any provision of the Plan to the contrary: (i) no assets
shall be set aside in the deferred compensation trust or any other trust if the provisions of such trust restrict the assets of the trust in a manner that would result in a transfer of property as provided under Code Section 409A(b)(2)
(relating to the employer’s financial health) or Code Section 409A(b)(3) (relating to the funding status of the employer’s defined benefit plans); and (ii) no contribution to any such trust may be made during any “restricted
period” within the meaning of Code Section 409A(b)(3).” 



2.         Plan Continuing in Full Force and Effect; No Other
Modification.  Except as expressly amended by this Amendment, the Plan shall continue in full force and effect. This Amendment shall not be interpreted or construed to limit in any manner the Corporation’s ability to make
additional amendments to the Plan to the extent provided under the terms of the Plan. 

  
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 IN WITNESS WHEREOF, the Company’s duly authorized officer has executed this Amendment this 18th day
of June       , 2015 (the “Effective Date”). 
  

 

					
	Kennametal Inc.		
			
	By:		 /s/ Kevin G. Nowe
		
			  
           Kevin G.
Nowe
		
	Vice President, Secretary and General Counsel		



  
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