Exhibit 10(y)


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT



          THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of
this 1st day of October, 2002, by and between BLOUNT, INC., a Delaware
corporation (the "Company"), and Kenneth Owen Saito ("Executive").

                                   WITNESSETH:

          WHEREAS, the Company and Executive entered into an Employment
Agreement, dated as of June 1, 1999, which Agreement became effective on August
19, 1999 ("Prior Employment Agreement"); and

          WHEREAS, the parties now desire to amend the Prior Employment
Agreement in a number of respects and to restate such agreement as hereinafter
provided; and

          WHEREAS, Executive desires to continue his employment with the Company
on the terms and conditions provided herein;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:

          1. EMPLOYMENT AND TERM.

          (a) Subject to the terms and conditions of this Agreement, the Company
hereby employs Executive, and Executive hereby accepts employment, as President
of the Oregon Cutting Systems Group ("OCSG") of the Company and shall have such
responsibilities, duties and authority as may from time to time be assigned to
Executive by the Chief Executive Officer of the Company or the Board, which
responsibilities, duties and authority may be altered from time to time.
Executive hereby agrees that during the Term of this Agreement he will devote
substantially all his working time, attention and energies to the diligent
performance ofhis duties for the Company. With the consent of the Chief
Executive Officer, the Executive may serve as a director on the board of
directors or trustees of an additional company or educational or charitable
organization.

         (b) Unless earlier terminated as provided herein, Executive's
employment under this Agreement shall be for a rolling, two-year term (the
"Term") commencing on the Effective Time (as defined in subsection (c) below),
and shall be deemed to extend automatically, without further action by either
the Company or Executive, each day for an additional day, such that the
remaining term of the Agreement shall continue to be two years; provided,
however, that either party may, by written notice to the other, cause this
Agreement to cease to extend automatically and, upon such notice, the "Term" of
this Agreement shall be the two years following the date of such notice and this
Agreement shall terminate upon the expiration of such Term.

         (c) This amended and restated Agreement is effective October 1, 2002

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("Effective Time") and supersedes the Prior Employment Agreement in its entirety
and any rights under the Prior Employment Agreement are terminated on the
Effective Time.

          2. COMPENSATION AND BENEFITS. As compensation for Executive's services
during the Term of this Agreement, Executive shall be paid and receive the
compensation and benefits set forth in subsections (a) through (e) below:

          (a) An annual base salary ("Base Salary") of Two Hundred Sixty
Thousand and No/100 Dollars ($260,000.00), prorated for any partial year of
employment. Executive's Base Salary shall be subject to annual review at such
time as the Company conducts salary reviews for its executives generally.
Executive's Base Salary shall be payable in substantially equal installments on
a semi-monthly basis, or in accordance with the Company's regular payroll
practices in effect from time to time for executives of the Company.

          (b) Executive shall be eligible to participate in the Executive
Management Annual Incentive Program ("Incentive Program") and such other annual
incentive plans as may be established by the Company from time to time for
individuals at Executive's level. The Company will establish individual and
financial performance goals each year under the Incentive Program, and
Executive's annual Target Bonus shall be fifty percent (50%) of Base Salary. The
annual incentive bonus payable under this subsection (b) shall be payable as a
lump sum at the same time bonuses are paid to other executives, unless Executive
elects to defer all or a portion of such bonus pursuant to any deferral plan
established by the Company for such purpose.

          (c) Executive shall be a participant in the Blount, Inc. and
Subsidiarie s Supplemental Retirement Benefit Plan ("SERP").

          (d) Executive shall be entitled to participate in, or receive benefits
under, any "employee benefit plan" (as defined in Section 3(3) of ERISA) or
employee benefit arrangement made generally available by the Company to its
executives, including plans providing retirement, 401 (k) benefits (including
the Supplemental 401(k) Plan), health care (including Exec-U-Care), life
insurance, disability and similar benefits.

          (e) The Company will reimburse Executive for membership dues and
assessments at recreational or social clubs if submitted to and approved by the
Chief Executive Officer of Blount International, Inc. Executive is eligible for
vacation in accordance with the Company's standard vacation policy. Executive
will be provided a vehicle in accordance with the Company's automobile policy.
Executive will be provided an annual physical examination and a financial/tax
consultant for financial and tax planning. Executive will be promptly reimbursed
by the Company for all reasonable business expenses Executive incurs and
properly reports in carrying out Executive's duties and responsibilities under
this Agreement. Executive will be paid a tax gross-up amount by the

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Company to cover any additional federal or state income taxes he incurs as a
result of being required to include in income the amount of the costs for, or
personal usage of, recreational or social clubs, a vehicle and financial and tax
planning.

          3. TERMINATION.

          3.1 BY COMPANY. The Company shall have the right to terminate
Executive's employment under this Agreement at any time during the Term by
Notice of Termination (as described in Section 6). If the Company terminates
Executive's employment under this Agreement (i) for Cause, as defined in Section
5.2, (ii) if Executive becomes Disabled, or (iii) upon Executive's death, the
Company's obligations under this Agreement shall cease as of the date of
termination; provided, however, that Executive will be entitled to whatever
benefits are payable to Executive pursuant to the terms of any health, life
insurance, disability, welfare, retirement or other plan or program maintained
by the Company in which Executive participates. If the Company terminates
Executive during the Term of this Agreement other than pursuant to clauses (i)
through (iii) of this Section 3.1, Executive shall be entitled to receive the
compensation and benefits provided in subsections (a) through (d) below. Unless
specified otherwise, the time periods in subsections (a) through (d) below shall
be the lesser of (i) the 12-month period (the twenty-four (24) month period if
Executive's date of termination of employment is on or after the date of a
Change in Control, as defined in Section 5.3) commencing on the date of
Executive's termination of employment, or (ii) the time period remaining from
the date of Executive's termination until he attains age 65 (such time period
under (i) or (ii) is hereinafter referred to as the "Severance Period"). Except
as otherwise provided herein, the Company agrees that if Executive terminates
employment and is entitled to compensation and benefits under this Section 3.1,
he shall not be required to mitigate damages by seeking other employment, nor
shall any amount he earns reduce the amount payable by the Company hereunder.
Executive agrees that the compensation and benefits provided pursuant to
Sections 3.1 and 3.2 shall be the only severance benefits payable to Executive
by the Company and its affiliates as a result of Executive's termination of
employment and Executive hereby waives his rights (if any) to any severance
benefits under any other plan or program of the Company and its affiliates. The
compensation and benefits payable or to be provided under subsections (a)
through (d) below shall cease in the event of Executive's death after
termination of employment.

          (a) BASE SALARY - Executive will continue to receive his Base Salary
as then in effect (subject to withholding of all applicable taxes) for the
Severance Period in the same manner as it was being paid as of the date of
termination; PROVIDED, HOWEVER, that the salary payments provided for hereunder
shall be paid in a single lump sum payment, to be paid not later than 30 days
after his termination of employment; PROVIDED, FURTHER, that the amount of such
lump sum payment shall be determined by taking the salary payments to be made
and discounting them to their Present Value (as defined in Section 5.11) on the
date Executive's employment under this Agreement is terminated.

          (b) BONUSES AND INCENTIVES - Executive shall receive bonus payments
from the Company for each month of the Severance Period in an amount for each


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such month equal to one-twelfth of the average of the bonuses earned by him for
the two fiscal years in which bonuses were paid immediately preceding the fiscal
year in which such termination occurs. Any bonus amounts that Executive had
previously earned from the Company but which may not yet have been paid as of
the date of termination shall be payable on the date such amounts are payable to
other executives and Executive's termination shall not affect the payment of
such bonus. Executive shall also receive a prorated bonus for any uncompleted
fiscal year at the date of termination (assuming the Target Award level has been
achieved for such year), based upon the number of days that he was employed
during such fiscal year. The bonus amounts determined herein shall be paid in a
single lump sum payment, to be paid not later than 30 days after termination of
employment; PROVIDED, that the amount of such lump sum payment representing the
monthly bonus payments shall be determined by taking the monthly bonus payments
to be made and discounting them to their Present Value on the date Executive's
employment under this Agreement is terminated.

          (c) HEALTH AND LIFE INSURANCE COVERAGE - The health care (including
Exec-U-Care) and group term life insurance benefits coverage provided to
Executive at his date of termination shall be continued for the Severance Period
at the same level and in the same manner as then provided to actively employed
executive participants as if his employment under this Agreement had not
terminated. Any additional coverages Executive had at termination, including
dependent coverage, will also be continued for such period on the same terms, to
the extent permitted by the applicable policies or contracts. Any costs
Executive was paying for such coverages at the time of termination shall be paid
by Executive by separate check payable to the Company each month in advance. If
the terms of any benefit plan referred to in this Section, or the laws
applicable to such plan, do not permit continued participation by Executive,
then the Company will arrange for other coverage at its expense providing
substantially similar benefits (including the same deductible and co-payment
levels provided under the Company's policy). The benefits provided in this
subsection (c) shall cease if Executive obtains other employment and, as a
result of such other employment, health care and life insurance benefits are
available to Executive.

          (d) EMPLOYEE RETIREMENT PLANS - To the extent permitted by the
applicable plan, Executive will be entitled to continue to participate,
consistent with past practices, in all employee retirement and deferred
compensation plans maintained by the Company in effect as of his date of
termination, including, to the extent such plans are still maintained by the
Company, the Blount Retirement Plan, the Blount 401(k) Plan, the Blount Excess
401(k) Plan, and the SERP. Executive's participation in such retirement plans
shall continue for the Severance Period and the compensation payable to
Executive under (a) and (b) above shall be treated (unless otherwise excluded)
as compensation under the plan as if it were paid on a monthly basis. For
purposes of the Blount 401(k) Plan and the Blount Excess 401(k) Plan, he will

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receive an amount equal to the Company's contributions to the plan, assuming
Executive had participated in such plan at the maximum permissible contributions
level. If continued participation in any plan is not permitted by the plan or by
applicable law, the Company shall pay to Executive or, if applicable, his
beneficiary a supplemental benefit equal to the present value on the date of
termination of employment under this Agreement (calculated as provided in the
plan) of the excess of (i) the benefit Executive would have been paid under such
plan if he had continued to be covered for the Severance Period (less any
amounts Executive would have been required to contribute), over (ii) the benefit
actually payable under such plan. The Company shall pay the Present Value of
such additional benefits (if any) in a lump sum within 30 days of Executive's
termination of employment.

          (e) EFFECT OF LUMP SUM PAYMENT. The lump sum payments under
subsections (a) and (b) above shall not alter the amounts Executive is entitled
to receive under the benefit plans described in subsections (c) and (d).
Benefits under such plans shall be determined as if Executive had received such
payments monthly over the Severance Period.

          (f) STOCK OPTIONS. As of Executive's date of termination, the vesting
and exercisability of all outstanding Time Options and Performance Options held
by Executive (and any other outstanding stock options granted to Executive by
the Company) shall be determined in accordance with the stock option agreements
for such options.

          3.2 BY EXECUTIVE. Executive shall have the right to terminate his
employment hereunder at any time by Notice of Termination (as described in
Section 6). If Executive terminates his employment other than for Good Reason,
the Company's obligations under this Agreement shall cease as of the date of
such termination. If Executive terminates his employment for Good Reason (as
defined in Section 5.7), Executive shall be entitled to receive the compensation
and benefits set forth in subsections (a) through (d) of Section 3.1 for the
Severance Period, subject to the nonmitigation and other provisions of such
section.

          3.3 RELEASE OF CLAIMS. To be entitled to any of the compensation and
benefits described above in this Section 3, Executive shall sign a release of
claims in the form required by the Company. No payments shall be made under this
Section 3 until such release has been properly executed and delivered to the
Company and until the expiration of the revocation period, if any, provided
under the release. If the release is not properly executed by Executive and
delivered to the Company within the reasonable time periods specified in the
release, the Company's obligations under this Section 3 will terminate.

          3.4 SALE OF BUSINESS. If all or substantially all of the assets of the
OCSG are sold by the Company and Executive receives a bona fide offer of
employment from the purchaser of such assets for a position and with
compensation and benefits comparable to those Executive


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then has with the Company, Executive shall not, as a result of such transaction,
be entitled to compensation and benefits under this Section 3 arising from his
termination of employment with the Company, nor shall Executive be entitled to
terminate his employment for Good Reason. If Executive does not receive such a
bona fide offer of employment with comparable compensation and benefits from the
purchaser, then the other provisions of this Section 3 shall apply.

          4. CONFIDENTIALITY AND NONCOMPETITION.

          (a) Executive acknowledges that, prior to and during the Term of this
Agreement, the Company has furnished and will furnish to Executive Confidential
Information which could be used by Executive on behalf of a competitor of the
Company to the Company's substantial detriment. Moreover, the parties recognize
that Executive during the course of his employment with the Company may develop
important relationships with customers and others having valuable business
relationships with the Company. In view of the foregoing, Executive acknowledges
and agrees that the restrictive covenants contained in this Section are
reasonably necessary to protect the Company's legitimate business interests and
good will.

          (b) Executive agrees that he shall protect the Company's Confidential
Information and shall not disclose to any Person, or otherwise use, except in
connection with his duties performed in accordance with this Agreement, any
Confidential Information at any time, including following the termination of his
employment with the Company for any reason; provided, however, that Executive
may make disclosures required by a valid order or subpoena issued by a court or
administrative agency of competent jurisdiction, in which event Executive will
promptly notify the Company of such order or subpoena to provide the Company an
opportunity to protect its interests. Executive's obligations under this Section
4(b) shall survive any expiration or termination of this Agreement for any
reason, provided that Executive may after such expiration or termination
disclose Confidential Information with the prior written consent of the Board.

          (c) Upon the termination or expiration of his employment hereunder,
Executive agrees to deliver promptly to the Company all Company files, customer
lists, management reports, memoranda, research, Company forms, financial data
and reports and other documents supplied to or created by him in connection with
his employment hereunder (including all copies of the foregoing) in his
possession or control, and all of the Company's equipment and other materials in
his possession or control. Executive's obligations under this Section 4(c) shall
survive any expiration or termination of this Agreement.

          (d) Upon the termination or expiration of his employment under this
Agreement, Executive agrees that for a period of one (1) year from his date of
termination or until the end of the period for which he is entitled to receive
compensation under Section 3.1 or 3.2 above, whichever is longer, he shall not
(i) without the written consent of the Chief Executive Officer of Blount
International, Inc., enter into or engage in the design, manufacture, marketing


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or sale of any products similar to those produced or offered by the Company or
its affiliates in the area of North America, either as an individual, partner or
joint venturer, or as an employee, agent or salesman, or as an officer,
director, or shareholder of a corporation, (ii) divert or attempt to divert any
person, concern or entity which is furnished products or services by the Company
from doing business with the Company or otherwise change its relationship with
the Company, or (iii) solicit, lure or attempt to hire away any of the employees
of the Company with whom the Executive interacted directly or indirectly while
employed with the Company.

          (e) Executive acknowledges that if he breaches or threatens to breach
this Section 4, his actions may cause irreparable harm and damage to the Company
which could not be compensated in damages. Accordingly, if Executive breaches or
threatens to breach this Section 4, the Company shall be entitled to seek
injunctive relief, in addition to any other rights or remedies of the Company.
The existence of any claim or cause of action by Executive against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of Executive's agreement under this
Section 4(e).

          5. DEFINITIONS. For purposes of this Agreement the following terms
shall have the meanings specified below:

          5.1 "BOARD" or "BOARD OF DIRECTORS". The Board of Directors of Blount
International, Inc.

          5.2 "CAUSE". The involuntary termination of Executive by the Company
for the following reasons shall constitute a termination for Cause:

          (a) If the termination shall have been the result of an act or acts by
Executive which have been found in an applicable court of law to constitute a
felony;

          (b) If the termination shall have been the result of an act or acts by
Executive which are in the good faith judgment of the Chief Executive Officer
(or his designee) to be in violation of law or of policies of the Company and
which result in material damage to the Company;

          (c) If the termination shall have been the result of an act or acts of
proven dishonesty by Executive resulting or intended to result directly or
indirectly in significant gain or personal enrichment to the Executive at the
expense of the Company; or

          (d) Upon the willful and continued failure by the Executive
substantially to perform his duties with the Company (other than any such
failure resulting from incapacity due to mental or physical illness not
constituting a Disability, as defined herein), after a demand in writing for
substantial performance is delivered by the Chief Executive Officer (or his
designee), which demand specifically identifies the manner in which the

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Chief Executive Officer (or his designee) believes that Executive has not
substantially performed his duties.

          With respect to clauses (b), (c) or (d) above of this Section,
Executive shall not be deemed to have been involuntarily terminated for Cause
unless and until a notice is delivered to Executive by the Chief Executive
Officer (or his designee) setting forth (i) the conduct deemed to qualify as
Cause, (ii) reasonable action that would remedy such objectionable conduct, and
(iii) a reasonable time (not less than thirty days) within which Executive may
take such remedial action, and Executive shall not have taken such specified
remedial action within such specified reasonable time. For purposes of this
Agreement, no act or failure to act by Executive shall be deemed to be "willful"
unless done or omitted to be done by Executive not in good faith and without
reasonable belief that Executive's action or omission was in the best interests
of the Company.

          5.3 "CHANGE IN CONTROL". For purposes of this Agreement, Change in
Control shall mean (a) the acquisition, directly or indirectly, by any "person"
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other
than any member of the Lehman Group, of securities of Blount International, Inc.
representing an aggregate of more than 50% of the combined voting power of
Blount International, Inc.'s then outstanding securities (excluding the
acquisitions by persons who acquire such amount through inheritance); (b) during
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board, cease for any reason to constitute at least a
majority thereof, unless the election of each new director was approved in
advance by a vote of at least a majority of the directors then still in office
who were directors at the beginning of the period; (c) consummation of (i) a
merger, consolidation or other business combination of Blount International,
Inc. with any other "person" (as such term is used in Sections 13(d) and 14(d)
of Exchange Act) or affiliate thereof, other than a merger, consolidation or
business combination which would result in the outstanding common stock of
Blount International, Inc. immediately prior thereto continuing to represent
(either by remaining ouststanding or by being converted into common stock of the
surviving entity or a parent or affiliate thereof) more than 50% of the
outstanding common stock of the Blount International, Inc. or such surviving
entity or partners or affiliate thereof, outstanding immediately after such
merger, consolidation or business combination, or (ii) a plan of complete
liquidation of Blount International, Inc. or an agreement for the sale or
disposition by Blount International, Inc. or all or substantially all of Blount
International, Inc.'s assets; or (d) a sale of more than 50% of the assets of
Blount International, Inc.; PROVIDED that none of the events described in
clauses (b) through (d) shall be deemed a Change in Control if, immediately
following such event, the Lehman Group owns 50% or more of the combined voting
power of Blount International, Inc.'s then outstanding securities.

          5.4 "CODE". The Internal Revenue Code of 1986, as it may be amended
from time to time.

          5.5 "CONFIDENTIAL INFORMATION". All technical, business, and other
information relating to the business of the Company or its subsidiaries or
affiliates, including, without limitation, technical or nontechnical data,

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formulae, compilations, programs, devices, methods, techniques, processes,
financial data, financial plans, product plans, and lists of actual or potential
customers or suppliers, which (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means by, other Persons, and (ii) is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy or confidentiality. Such
information and compilations of information shall be contractually subject to
protection under this Agreement whether or not such information constitutes a
trade secret and is separately protectable at law or in equity as a trade
secret. Confidential Information does not include confidential business
information which does not constitute a trade secret under applicable law two
years after any expiration or termination of this Agreement.

          5.6 "DISABILITY" or "DISABLED". Executive's inability as a result of
physical or mental incapacity to substantially perform Executive's duties for
the Company on a full-time basis for a period of six (6) consecutive months.

          5.7 "GOOD REASON". A "Good Reason" for termination by Executive of
Executive's employment shall mean the occurrence during the Term (without the
Executive's express written consent) of any one of the following acts by the
Company, or failures by the Company to act, and such act or failure to act has
not been corrected within thirty (30) days after written notice of such act or
failure to act is given by Executive to the Company:

          (a) a material adverse change in the nature or status of Executive's
job responsibilities from those set forth in Section 1(a), except in connection
with (i) a job change or relocation of Executive that is necessitated by changes
in the operation of the business; or (ii) a performance-related job change or
relocation of Executive that the Company deems necessary to the operation of the
business.

          (b) a reduction by the Company in Executive's Base Salary as in effect
on the date hereof or as the same may be increased from time to time, except in
connection with (i) an across-the-board pay reduction for executives of similar
status, or (ii) a change described in (a)(i) or (a)(ii) above;

          (c) the failure by the Company to continue to provide Executive with
compensation and benefits substantially similar in the aggregate to those
enjoyed by Executive on the date hereof under the Company's retirement, 401(k),
incentive compensation, life insurance, health and accident or disability plans,
or the taking of any action by the Company which would directly or indirectly
materially reduce any of such compensation or benefits, except in connection
with (i) an across-the-board reduction that impacts executives at Executive's
level generally, or (ii) a change described in (a)(i) or (a)(ii) above;

          (d) any purported termination of Executive's employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
Section 6 (for purposes of this Agreement, no such purported termination shall
be effective).


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          The Executive's right to terminate the Executive's employment for Good
Reason shall not be affected by the Executive's incapacity due to physical or
mental illness. Unless otherwise agreed to by Executive, the Executive's
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any act or failure to act constituting Good Reason hereunder.

          5.8 "LEHMAN BROTHERS MERCHANT BANKING PARTNERS". Lehman Brothers
Merchant Banking Partners II, L.P., a Delaware limited partnership.

          5.9 "LEHMAN GROUP". Lehman Brothers Merchant Banking Partners and (i)
any Affiliate (as defined in the Employee Stockholder Agreement) of Lehman
Brothers Merchant Banking Partners, (ii) any Associates (as defined in the
Employee Stockholder Agreement) of Lehman Brothers Merchant Banking Partners,
(iii) the heirs, executors, administrators, testamentary trustees, legatees or
beneficiaries of any member of the Lehman Group, and (iv) a trust, the
beneficiaries of which, or a corporation or partnership, the stockholders or
general or limited partners of which, include only Lehman Brothers Merchant
Banking Partners, Affiliates and Associates of Lehman Brothers Merchant Banking
Partners, their spouses, their lineal descendants and any other members of their
families, if, in cases of clauses (ii) through (iv) above, such Person agrees in
writing to be bound by the terms of the Employee Stockholder Agreement as a
member of the Lehman Group.

          5.10 "PERSON". Any individual, corporation, bank, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
other entity.

          5.11 "PRESENT VALUE". The term "Present Value" on any particular date
shall have the same meaning as provided in Section 280G(d)(4) of the Code.

          6. TERMINATION PROCEDURES. During the Term of this Agreement, any
purported termination of Executive's employment (other than by reason of death)
shall be communicated by written Notice of Termination from one party hereto to
the other party hereto in accordance with Section 10. A Notice of Termination
for Cause is required to include the information set forth in Section 5.2. "Date
of Termination," with respect to any purported termination of Executive's
employment during the Term of this Agreement, shall mean (i) if Executive's
employment is terminated by his death, the date of his death, (ii) if
Executive's employment is terminated for Disability, thirty (30) days after
Notice of Termination is given (provided that Executive shall not have returned
to the full-time performance of Executive's duties during such thirty (30) day
period), and (iii) if Executive's employment is terminated for any other reason,
the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall not be less than thirty (30) days, except in
the case of a termination for Cause; and in the case of a termination by the
Executive, shall not be less than thirty (30) days nor more than sixty (60)
days, respectively, from the date such Notice of Termination is given).


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          7. CONTRACT NON-ASSIGNABLE. The parties acknowledge that this
Agreement has been entered into due to, among other things, the special skills
of Executive, and agree that this Agreement may not be assigned or transferred
by Executive, in whole or in part, without the prior written consent of the
Company.

          8. SUCCESSORS: BINDING AGREEMENT.

          8.1 In addition to any obligations imposed by law upon any successor
to, or transferor of, the Company, the Company will require any successor to, or
transferor of, all or substantially all of the business and/or assets of the
Company (whether direct or indirect, by purchase, merger, reorganization,
liquidation, consolidation or otherwise) to expressly assume and agree to
perform this Agreement, in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall constitute the basis for Executive to
terminate the Executive's employment for Good Reason during the 90-day period
after such succession and to receive the compensation and benefits provided in
Section 3.1 above. The provisions of this Section 8.1 shall not apply to
transactions covered by Section 3.4.

          8.2 This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees and by the Company's
successors and assigns. If Executive shall die while any amount would still be
payable to Executive hereunder (other than amounts which, by their terms,
terminate upon the death of Executive) if Executive had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the executors, personal representatives or
administrators of Executive's estate.

          9. OTHER AGENTS. Nothing in this Agreement is to be interpreted as
limiting the Company from employing other personnel on such terms and conditions
as may be satisfactory to the Company.

          10. NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered or seven days after mailing if mailed, first class,
certified mail, postage prepaid:

         To the Company:   Blount International, Inc.
                           P.O. Box 22127
                           Portland, Oregon 97269-2127
                           ATTN:  James Osterman

         With a copy to:   Richard H. Irving, III
                           Blount International, Inc.
                           P.O. Box 22127
                           Portland, Oregon 97269-2127

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         To the Executive: Kenneth Owen Saito
                           Blount, Inc.
                           Oregon Cutting Systems Group
                           P.O. Box 22127
                           Portland, Oregon 97269-2127

Any party may change the address to which notices, requests, demands and other
communications shall be delivered or mailed by giving notice thereof to the
other party in the same manner provided herein.

          11. PROVISIONS SEVERABLE. If any provision or covenant, or any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable, either in whole or in part, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
the remaining provisions or covenants, or any part thereof, of this Agreement,
all of which shall remain in full force and effect.

          12. WAIVER. Failure of either party to insist, in one or more
instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or relinquishment of
any right granted in this Agreement or the future performance of any such term
or condition or of any other term or condition of this Agreement, unless such
waiver is contained in a writing signed by the party making the waiver.

          13. INDEMNIFICATION. During the term of this Agreement and after
Executive's termination for a period of time equal to the Severance Period, the
Company shall indemnify Executive and hold Executive harmless from and against
any claim, loss or cause of action arising from or out of Executive's
performance as an officer, director or employee of the Company or any of its
subsidiaries or other affiliates or in any other capacity, including any
fiduciary capacity, in which Executive serves at the Company's request, in each
case to the maximum extent permitted by law and under the Company's Articles of
Incorporation and By-Laws (the "Governing Documents"), provided that in no event
shall the protection afforded to Executive hereunder be less than that afforded
under the Governing Documents as in effect on the date of this Agreement except
for changes mandated by law. During the Term and for a period of time equal to
the Severance Period, Executive shall be covered in accordance with the terms of
any policy of directors and officers liability insurance maintained by the
Company for the benefit of its officers and directors.

          14. AMENDMENTS AND MODIFICATIONS. This Agreement may be amended or
modified only by a writing signed by both parties hereto.

          15. GOVERNING LAW. The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware.

          16. ARBITRATION OF DISPUTES; EXPENSES. All claims by Executive for
compensation and benefits under this Agreement shall be directed to and
determined by the Board and shall be in writing. Any denial by the Board of a


<PAGE>


claim for benefits under this Agreement shall be delivered to Executive in
writing and shall set forth the specific reasons for the denial and the specific
provisions of this Agreement relied upon. The Board shall afford a reasonable
opportunity to Executive for a review of a decision denying a claim and shall
further allow Executive to appeal to the Board a decision of the Board within
sixty (60) days after notification by the Board that Executive's claim has been
denied. Unless prohibited by applicable law, any further dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively
by arbitration in a location selected at the discretion of the Company (which
shall not be unreasonable, taking into account the business location at which
Executive is employed), and shall proceed in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. In the event the Executive
incurs legal fees and other expenses in seeking to obtain or to enforce any
rights or benefits provided by this Agreement and is successful, in whole or in
part, in obtaining or enforcing any material rights or benefits through
settlement, arbitration or otherwise, the Company shall promptly pay Executive's
reasonable legal fees and expenses incurred in enforcing this Agreement and the
fees of the arbitrator. Except to the extent provided in the preceding sentence,
each party shall pay its own legal fees and other expenses associated with any
dispute.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                                           EXECUTIVE:



                                           --------------------------
                                           KENNETH OWEN SAITO



                                           COMPANY:

                                           BLOUNT, INC.



                                           By:
                                               ------------------------