EXHIBIT 10(w)



                               AMENDMENT NO. 2 TO
                              EMPLOYMENT AGREEMENT
                                       OF
                                JAMES S. OSTERMAN


     THIS AMENDMENT No. 2 made and entered into as of this 15th day of March,
2002, by and between BLOUNT INTERNATIONAL, INC. (the "Company") and JAMES S.
OSTERMAN ("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 been previously amended by an amendment dated as of
February 2, 2001 (together, the "Employment Agreement"); and

     WHEREAS, the parties now desire further to amend the Employment Agreement
in the manner provided in this Amendment No. 2;

     NOW, THEREFORE, 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 is hereby amended by deleting the present section in its entirety
and substituting the following in lieu thereof:

     "2. Employment and Term; Consulting Agreement

          (a) (i) Subject to the terms and conditions of this Agreement, the
     Company hereby employs Executive and Executive hereby accepts employment as
     President of the Outdoor Products Group 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 Chief
     Executive Officer or the Board of Directors, provided, however, that
     effective on or after July 1, 2002 the Company may promote or hire a
     replacement for Executive for purposes of providing a transition of all or
     part of Executive's responsibilities, duties and authority at the Outdoor
     Products Group to such replacement and such promotion or hiring and
     transition of duties and responsibilities shall not constitute a breach of
     this Agreement nor constitute a Good Reason for Executive to terminate
     employment; provided, further that Executive shall participate in the
     selection of his successor; provided further that the promotion or hiring
     of a replacement at the Outdoor Products Group shall not affect the
     Company's



<PAGE>


     obligations to provide Executive with the compensation and benefits
     set forth in Section 3 below; (ii) Effective August 15, 2002, or such
     earlier date as the Board of Directors may determine, Executive shall serve
     as Chief Executive Officer of the Company and shall have such
     responsibilities, duties and authority that are consistent with such
     position as may be from time to time assigned to Executive by the Board of
     Directors; (iii) Executive 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 and responsibilities for the
     Company. With the consent of the Board of Directors, Executive may serve as
     a director on the boards of directors or trustees of additional companies
     and organizations.

          (b) Unless earlier terminated as provided herein, Executive's
     employment under this Agreement shall commence at the Effective Time and
     shall end on August 19, 2004 (the "Term"), unless the Term is extended in
     accordance with subsection (c) below (in which case such extended period
     shall constitute the Term).

          (c) Not less than ninety (90) days prior to August 19, 2004 (and any
     12-month extension of the Term), the Company may offer to extend the Term
     for an additional 12-month period on such terms and conditions as may be
     specified in the offer (which may be on the same terms and conditions as
     provided herein). If Executive desires to accept such offer, he shall
     notify the Company in writing within thirty (30) days of receipt of the
     offer and the Agreement shall be extended on the terms and conditions
     agreed upon. If Executive's employment is terminated by the Company or
     Executive terminates his employment prior to August 19, 2004, his rights
     will be determined in accordance with Section 5 of this Agreement, as
     modified by subsection 2(e) below.

          (d) If Executive remains actively employed by the Company until the
     end of the Term (whether such date is August 19, 2004, or a later date at
     the end of any agreed upon extension pursuant to Section 2(c) of this
     Agreement), the Company shall provide Executive with a consulting agreement
     ("Consulting Agreement") with the following terms:

               (i) The Consulting Agreement shall be for a period of two (2)
          years commencing August 20, 2004 and ending August 20, 2006 (or
          beginning on his later termination date resulting from any mutually
          agreed upon extension(s) of the initial Term pursuant to Section 2(c)
          of this Agreement and ending two (2) years later). The period of the
          Consulting Agreement may be terminated earlier by the Company in the
          event of Executive's death, Disability, termination for Cause (as
          defined in Section 6.2 below) or Executive's voluntary termination of
          service.

               (ii) Executive's title during the period of the Consulting
          Agreement will be mutually agreed upon between Executive and the
          Company and his duties will be to continue to maintain relationships
          with major customers,


                                       2


<PAGE>



          attend trade shows, consult on products and services, and perform such
          other duties as may reasonably be assigned to him by the Board of
          Directors. Executive will be an independent contractor with respect to
          the Company and not an employee.

               (iii) Executive will be paid an annual retainer of $200,000 for
          his consulting services, for which amount he will be available to
          perform services up to ten (10) days per month. The Board of Directors
          and Executive will agree on the days Executive will be performing
          services under the Consulting Agreement. The Company may request
          Executive to perform services for additional days per month at the
          rate of $1,600 per day.

          Executive will be paid his consulting fees monthly. Executive will
          also be reimbursed for the reasonable out-of-pocket expenses
          (including business travel and entertainment) which he incurs in
          performing his consulting services. Executive will be entitled to a
          bonus of $50,000 per year for each Company fiscal year which ends
          prior to the termination of the Consulting Agreement, if the Company
          meets its financial targets for such fiscal year (such determination
          will be made by the Board of Directors).

               (iv) Executive will be provided with health and life insurance
          coverages (including Exec-U-Care) under the Company's existing benefit
          programs, but if such coverages cannot be continued, the Company will
          arrange for comparable coverages at its expense. Executive will
          continue to be responsible for paying the costs of any dependent
          coverage.

               (v) To assist in performing the consulting services, Executive
          will be provided, at the Company's expense, with an equipped office
          and his current secretary/administrative assistant (or a substitute
          acceptable to Executive). The secretary/administrative assistant shall
          receive a level of compensation and benefits comparable to that being
          received by such assistant at the end of the Term. Executive's office
          will be at a location acceptable to Executive, but will not be in the
          Portland headquarters building. Executive will also be provided with
          an automobile (and related costs) under terms similar to those the
          Company uses for executives, and with reimbursement for membership
          dues and assessments at a country club.

          (e) Upon any termination of Executive's employment after March 15,
     2002, for any reason, whether before, on or after the end of the Term, he
     shall be entitled to the contractual rights and benefits provided below
     (except to the extent Executive acquires greater rights upon any such
     termination of employment) and to the extent necessary or desirable to
     reflect the agreements set forth herein, the Company will amend the
     agreements affecting such contractual rights or benefits:


                                       3


<PAGE>


               (i) Executive's termination will be treated as a resignation "at
          the request of his Employer" pursuant to Section III(c) of the
          Executive Supplemental Retirement Plan of Blount, Inc..

               (ii) Executive's termination will be treated as qualifying as
          "Retirement" for purposes of the Nonqualified Stock Option Agreement
          (Time Option), dated August 19, 1999, for 60,000 shares and the
          Nonqualified Stock Option Agreement (Performance Option), dated August
          19, 1999 for 60,000 shares.

               (iii) Executive's termination will be treated as qualifying as
          "Retirement" for purposes of the Nonqualified Stock Option Agreements,
          dated June 29, 2001, February 14, 2002 and March 15, 2002 for 150,000
          shares, 39,400 shares and 150,000 shares, respectively.

               (iv) Executive's termination will be treated as qualifying as
          "Retirement" for purposes of Article IV of the Employee Stockholder
          Agreement, dated as of August 19, 1999, and the other provisions of
          such agreement."

                                       2.

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

          "(a) An annual base salary ("Base Salary") of Four Hundred Thirteen
     Thousand Dollars ($413,000.00), prorated for any partial year of
     employment. Executive's Base Salary shall be increased each year in such
     amount so as to maintain Executive's Base Salary competitive with the base
     salaries of chief executive officers of companies of comparable size and
     similar industries at such time as the Company increases salaries for its
     executive officers generally. Executive's salary shall be payable in
     substantially equal installments on a bi-monthly basis, or in accordance
     with the Company's regular payroll practices in effect from time to time
     for executive officers of the Company."

                                       3.

     Section 3(b) is hereby amended by adding the following proviso to the end
of the second sentence of the present section:

          "provided, that, for the Company's fiscal years ending December 31,
     2002 and 2003, Executive's annual bonus shall be a minimum of $400,000 for
     each year."


                                       4



<PAGE>


                                       4.

     Section 3 is hereby amended by adding the following new subsection (g) to
the end of the present section:

          "(g) On March 15, 2002, the Company will grant Executive options to
     purchase 150,000 shares of Common Stock under the Company's 2000 Stock
     Incentive Plan ("2000 Plan"). The Option Exercise Price of the options will
     be the average of the closing prices of the Company's stock on the New York
     Stock Exchange on the ten (10) trading days immediately preceding March 15,
     2002. The options will be 100% vested and immediately exercisable on March
     15, 2002. The other terms and conditions of the options will be established
     by the Committee in accordance with the terms of the 2000 Plan."

                                       5.

     Section 3 is hereby amended by adding the following new subsection (h) to
the end of the present section:

          "(h) On or about September 1, 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 Executive
     Supplemental Retirement Plan of Blount, Inc. ("Executive SERP"). Executive
     shall be treated for purposes of the SERP and the Executive SERP as if his
     employment had terminated on August 31, 2002. The amount of the lump sum
     payments shall be as follows: SERP - $ 778,942.52; Executive SERP -
     $1,292,122.28. The lump sum payments to Executive shall be made from the
     Blount, Inc. Executive Benefit Plans Trust, but if the Trust fails to make
     any or all of such payments, the unpaid amounts shall be paid by the
     Company. After the lump sum payments provided for in this subsection 3(h)
     have been made, Executives' participation in the SERP and Executive SERP
     shall cease and the Company and the Trust shall have no further obligations
     to Executive in respect of the SERP or Executive SERP."

                                       6.

     This Amendment No. 2 shall be binding on the parties as of the date hereof.
Except as hereby modified, the Employment Agreement shall remain in full force
and effect.



                                       5


<PAGE>


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


                                       BLOUNT INTERNATIONAL, INC.


                                       By: __________________________________



                                       EXECUTIVE


                                       --------------------------------------
                                       James S. Osterman




                                       6