Exhibit 10(bb)

                               AMENDMENT NO. 2 TO
                              EMPLOYMENT AGREEMENT
                                       OF
                             RICHARD H. IRVING, III


          THIS AMENDMENT No. 2 made and entered into as of the 19th day of
August, 2002 by and between BLOUNT INTERNATIONAL, INC. (the "Company") and
RICHARD H. IRVING, III ("Executive");

                              W I T N E S S E T H:

          WHEREAS, the Company and Executive entered into an Employment
Agreement, dated as of April 18, 1999, which Agreement became effective on
August 19, 1999, and which Agreement has previously been amended as of February
14, 2002 (the Agreement as amended is hereinafter referred to as the "Employment
Agreement"); and

          WHEREAS, the parties now desire to amend the Employment Agreement to
provide for Executive's relocation to Portland, Oregon and to reflect certain
changes in Executive's compensation and benefits as hereinafter provided;

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

                                       1.

          Section 2(a) is hereby amended by deleting the present section in its
entirety and substituting the following in lieu thereof:

                    "(a) Subject to the terms and conditions of this Agreement,
          the Company hereby employs Executive, and Executive hereby accepts
          employment, as Senior Vice President, General Counsel and Secretary of
          the Company and shall have such responsibilities, duties and authority
          that are consistent with such position as may from time to time be
          assigned to Executive by the Board. 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 of
          his duties as Senior Vice President, General Counsel and Secretary of
          the Company. With the consent of the Board of Directors, the Executive
          may serve as a director on the boards of directors or trustees of
          additional companies and organizations."

                                       2.

          Section 3(a) is hereby amended by adding the following at the end of
the first sentence of the present section:

          "; commencing August 15, 2002, Executive's Base Salary shall be Three
          Hundred Thousand Dollars ($300,000.00), prorated for any partial year
          of employment."


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                                       3.

          Section 3(b) is hereby amended by deleting such section in its
entirety and substituting the following in lieu thereof:

          "Executive shall be eligible to participate in the Executive
          Management Annual Incentive Plan and such other annual incentive plans
          as may be established by the Company from time to time for its
          executive officers. The Board, a committee of the Board, or the Chief
          Executive Officer will establish goals each year under the incentive
          plans, and Executive's annual Target Bonus shall be 50% of Base
          Salary; the maximum award for exceeding the performance goals (which
          will be determined in accordance with the current plan design) shall
          be 100% of Base Salary. For the Company's fiscal years ending December
          31, 2002 and 2003 and for each fiscal year ending thereafter unless
          Executive and the Company mutually agree otherwise, Executive's annual
          bonus shall be calculated on the same basis as executives of the
          Company's Oregon Cutting Systems Division (i.e., Executive's bonus
          will be calculated based upon Oregon Cutting Systems Division's
          attainment of goals and will not be decreased because of the
          performance of the other operating units). The annual incentive bonus
          payable under this subsection (b) shall be payable as a lump sum at
          the time bonuses are paid to other senior executives after
          certification by the Compensation Committee of the Board that the
          applicable performance objectives have been met, unless Executive
          elects to defer all or a portion of such amount pursuant to any
          deferral plan established by the Company for such purpose."

                                       4.

          Section 3(d) is hereby amended by deleting such section in its
entirety and substituting the following in lieu thereof:

          "(d) SERP AND INDIVIDUAL SERP - On or about August 15, 2002, Executive
          shall be paid in a lump sum a 100% vested benefit under the Blount,
          Inc., and Subsidiaries Supplemental Retirement Benefit Plan ("SERP")
          and the Blount International, Inc. Supplemental Executive Retirement
          Plan for Richard H. Irving, III ("Individual SERP"). As of August 1,
          2002, Executive shall be treated under the SERP and the Individual
          SERP as if his employment had terminated, as if he had earned two (2)
          additional years of benefit service, and as if he were two (2) years
          older. Executive shall be paid his benefits under the SERP and the
          Individual SERP in a lump sum in the following amounts: SERP -
          $194,077.23; Individual SERP $310,374.00, for a total payment of
          $504,451.23. The lump sum payments to Executive shall be made on
          August 15, 2002, or as soon as possible thereafter, but in no event
          after August 31, 2002. Following the making of such payments, the
          Company shall have no further obligations to Executive in respect of
          the SERP or the Individual SERP, except that commencing August 1,
          2004, Executive shall again be eligible to participate in the SERP.
          When Executive recommences

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          participation in the SERP, any benefit to which Executive thereafter
          becomes entitled under the SERP will be calculated using his total
          years of benefit service and will be reduced in an equitable manner by
          the SERP benefit (but not the Individual SERP benefit) previously paid
          to Executive pursuant to this Section 3(d)."

                                       5.

          Section 3(e) is hereby amended by adding a new sentence to the end of
such section as follows:

          "Except as provided in Section 3(d) with respect to the SERP,
          Executive shall continue to participate in, or receive benefits under,
          each "employee benefit plan" (as defined in Section 3(3) of ERISA) or
          employee benefit arrangement in which Executive was participating on
          July 31, 2002, including, without, limitation, plans providing
          retirement, 401(k) benefits, deferred compensation, health care
          (including Exec-U-Care), life insurance, disability, and similar
          benefits; and Executive shall be entitled to participate in, or
          receive benefits under, any such plans or arrangements made generally
          available by the Company to its executive officers."

                                       6.

          Section 3(f) is hereby amended by deleting such section in its
entirety and substituting the following in lieu thereof:

          "(f) The Company will reimburse Executive for membership dues and
          assessments at recreational and social clubs in Montgomery, Alabama
          for the period prior to December 31, 2002, if submitted to and
          approved by the Chief Executive Officer of the Company. Executive will
          be provided an automobile in accordance with the Company's automobile
          policy for executives, and the Company will pay all insurance,
          maintenance, fuel, oil and related operational expenses for such
          automobile. Executive will be entitled to four weeks vacation during
          2002, which amount will be subject to increase during the Term in
          accordance with Company policy. Executive will be provided an annual
          physical examination and a financial/tax consultant for personal
          financial and tax planning. Executive will be promptly reimbursed by
          the Company for all reasonable business expenses he incurs in carrying
          out his duties and responsibilities under this Agreement."

                                       7.

          Section 3 is hereby amended by adding a new Section 3(i) as follows:

          "(i) Executive has agreed to relocate to the Portland, Oregon area on
          or about August 19, 2002. Executive will be reimbursed for all
          expenses associated with the relocation of Executive and his family to
          Portland, Oregon and will be entitled to full relocation benefits in
          accordance with the Company's executive moving policy. In addition,
          Executive will be paid a tax gross-up amount by the Company to cover

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          any additional federal or state income taxes he incurs as a result of
          the payment or reimbursement of such moving expenses."

                                       8.

          Section 5.1(c) is hereby amended by adding the following to the end of
the present section:

                    "Executive and his dependents shall be eligible to receive
          coverage under the Company's retiree healthcare program commencing at
          the end of the Severance Period. The level of coverage and costs under
          the retiree healthcare program for Executive and his dependents will
          be the same coverage and costs provided under the Company's retiree
          healthcare program on Executive's Date of Termination and such retiree
          healthcare coverage shall be 100% vested and shall not be terminated
          in the future (regardless of any termination of such coverage that may
          occur that affects other executives). The Executive's retiree
          healthcare program shall terminate upon the later of: (i) the death of
          the Executive and (ii) the death of his spouse.

                                       9.

          Section 5.1(d) is hereby amended by adding the following after the
second sentence of such section:

          "With respect to the SERP, if Executive's employment is terminated
          before August 1, 2004, Executive's participation in the SERP shall be
          deemed to commence August 1, 2004 and to continue for the remainder of
          the Severance Period."

                                       10.

          Section 5.1(f) is hereby amended by deleting such section in its
entirety and substituting the following in lieu thereof:

          "(f) SERP. On his date of termination, Executive shall be treated for
          purposes of determining his benefit under the SERP as if he had earned
          additional years of benefit service equal to the length of the
          Severance Period (or, if shorter, the length of time from Executive's
          recommencement of participation in the SERP on August 1, 2004 to the
          end of the Severance Period), and as if he had attained the age he
          would be at the end of the Severance Period."

                                       11.

             Sections 6.7(i), (ii) and (iii) are hereby amended by deleting such
sections in their entirety and substituting the following in lieu thereof:

          "(i) the assignment to Executive of any duties inconsistent with
          Executive's status as Senior Vice President, General Counsel and
          Secretary of the Company, or a substantial

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          adverse alteration in the nature or status of Executive's
          responsibilities from those on the date hereof;

          (ii) except as otherwise provided for in Section 3(a), a reduction in
          Executive's Base Salary as in effect on the date hereof or as the same
          may be increased from time to time;

         (iii) the relocation of the Company's principal executive offices to a
         location more than fifty (50) miles from Portland, Oregon, or the
         Company's requiring Executive to be based anywhere other than the
         Company's principal executive offices, except for reasonably required
         travel on the Company's business."

                                       12.

          This Amendment No. 2 to the Employment Agreement shall be effective on
August 15, 2002, except where otherwise noted. Except as hereby modified, the
Employment Agreement shall remain in full force and effect.

          IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
as of the day and year first written above.

                                            BLOUNT INTERNATIONAL, INC.


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

                                            EXECUTIVE


                                            ------------------------------------
                                            Richard H. Irving, III


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