EXHIBIT 10(v)




                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                                       OF
                                HAROLD E. LAYMAN


     THIS AMENDMENT made and entered into as of the 2nd day of July, 2002 by and
between BLOUNT INTERNATIONAL, INC. (the "Company") and HAROLD E. LAYMAN
("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 on February 3, 2000 (the
Agreement as amended is hereinafter referred to as the "Employment Agreement");

     WHEREAS, the parties now desire to amend the Employment Agreement to
provide that Executive's employment and the Term shall end on August 15, 2002
and that Executive shall receive compensation and benefits as hereinafter
provided; and

     WHEREAS, the parties desire to enter into this Amendment to the Employment
Agreement in order to provide for, among other things, an orderly relocation of
the Company's headquarters and transition of Executive's duties and
responsibilities.

     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.

     Sections 2(b) and 2(c) are hereby amended by deleting the present sections
in their entirety and substituting the following in lieu thereof:



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          "(b) Executive's employment under this Agreement shall commence at the
     Effective Time and shall end on August 15, 2002 (the "Term"; the last day
     of the Term is hereinafter referred to as the "Separation Date").
     Notwithstanding anything to the contrary in Section 2(a) or any other
     provision in the Employment Agreement, Executive agrees that prior to the
     Separation Date, James Osterman may be designated as Chief Executive
     Officer of the Company to replace Executive and (ii) for any period of time
     after the date Executive ceases to serve as Chief Executive Officer until
     the Separation Date.

          (c) After the Separation Date, Executive will continue to serve as a
     Director of the Company, provided he is duly elected to such position.
     Executive agrees that he shall not receive any compensation for his
     services as a Director during the Separation Period."

                                       2.

     The parties acknowledge and agree that Sections 3(a) through 3(h) shall
remain in effect through the Separation Date and cease to be in effect
thereafter, except for the following clarifications.

          (a) The Base Salary owed to Executive pursuant to Section 3(a) for
     services between the date of this Amendment and the Separation Date is
     $39,583.33 per month, plus customary gross-ups including gross-ups usually
     paid at year-end. Such amounts shall be payable in accordance with Section
     3(a).

          (b) Any amount owed to Executive pursuant to Section 3(b) between the
     date of this Amendment and the Separation Date shall be payable in
     accordance with Section 5.4(b). No amounts will be owed to Executive under
     Section 3(b) on or after the Separation Date.


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          (c) The parties acknowledge that all obligations under Section 3(c) of
     the Agreement have been satisfied.

                                       3.

     Executive agrees and acknowledges that the provisions of Section 4 of the
Employment Agreement shall continue to apply to Executive after the Separation
Date in accordance with the terms thereof, except that Section 4(d) is hereby
amended by adding the following at the end of Section 4(d)(i):

     "provided that the restrictions in this subsection shall only apply to
     products produced or offered by the Company on the Separation Date."

                                       4.

     Section 5 is hereby amended as follows: (i) unless events or circumstances
have occurred prior to the Separation Date (taking into account Section 2(b), as
amended) which give rise to a claim under Sections 5.1 or 5.2 by Executive, as
the case may be (it being understood that any such claims shall not be
duplicative of the rights under Section 5.4, as added below), Sections 5.1 and
5.2 shall cease to be effective on and after the Separation Date and (ii) the
following new Section 5.4 shall be added to the end of the present section:

          "5.4 Mutually Agreeable Termination. Company and Executive agree that
     Executive will terminate his employment on the Separation Date (as defined
     in Section 2(b) above) and that Executive shall receive the compensation
     and benefits provided below. The period from the Separation Date until
     August 15, 2005 is hereinafter referred to as the "Separation Period." The
     Company and Executive agree that any additional information provide to the
     news media, financial markets and any government agencies will be
     consistent with the statements in the previously-issued press release dated
     May 9,


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     2002. Consistent with the obligations under this Employment Agreement (i)
     Executive shall not make (whether written or oral), any statement that
     disparages the Company or its present or future shareholders, affiliates,
     officers, directors, employees or personnel (collectively, the "Company
     Persons") or the professional or personal reputation of any of the Company
     Persons and (ii) the Company shall not make (whether written or oral), any
     statement that disparages Executive or his personal or professional
     reputation.

               (a) Base Salary - In payment of Executive's Base Salary for the
          Separation Period, Executive shall receive a lump sum payment of
          $1,353,549.08 (subject to withholding of all applicable taxes) on the
          Separation Date.

               (b) Bonus and Incentives - In payment of Executive's prorata
          bonus for the 2002 fiscal year and his bonus for the Separation
          Period, Executive shall receive a lump sum payment of $661,957.22
          (subject to withholding of all applicable taxes) on the Separation
          Date.

               (c) Health and Life Insurance Coverage - Executive's health care
          coverage (including Exec-U-Care) and group term life insurance
          coverage as in effect on the Separation Date shall be continued for
          the Separation Period in the same manner as provided in Section 5.1(c)
          above (without giving effect to any termination thereof), subject to
          Executive's right to receive retiree life insurance under the terms of
          such policy.

               (d) Retiree Healthcare Coverage - The Company's retiree
          healthcare coverage for Executive and his dependents shall commence at
          the end of the Separation Period. The level of coverage and costs
          under such plan for Executive and his dependents will be the same
          coverage and costs provided on the Separation Date for executives and
          such coverage shall be 100% vested and shall


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          not be terminated in the future (regardless of any termination of such
          coverage that may occur that affects other executives). The
          obligations of this Section 5.4(d) shall terminate upon the later of:
          (i) the death of the Executive and (ii) the death of his spouse.

               (e) Blount 401(k) Plans - Executive shall receive an additional
          payment with respect to the Separation Period for the Blount 401(k)
          Plan and for the Blount Excess 401(k) Plan in the amount of $90,638.55
          in lieu of such amount becoming part of his account under such Plans.
          Such payment shall be made to Executive within ten (10) days of the
          Separation Date. Executive may request payment of his account balances
          in the Blount 401(k) Plan and the Blount Excess 401(k) Plan in
          accordance with the terms of such plans.

               (f) Blount Retirement Plan - Executive shall receive a payment
          with respect to the Separation Period for the Blount Retirement Plan,
          as if he had earned additional years of benefit service equal to the
          length of the Separation Period and was three (3) years older, in the
          amount of $137,247.19. Such payment shall be made to Executive within
          ten (10) days of the Separation Date.

               (g) SERP and Executive SERP - For purposes of the Blount, Inc.,
          and Subsidiaries Supplemental Retirement Benefit Plan ("SERP"), and
          the Executive Supplemental Retirement Plan of Blount, Inc. ("Executive
          SERP"), Executive shall be entitled on the Separation Date to a 100%
          vested benefit under the SERP and Executive SERP and shall be treated
          on the Separation Date as if he had earned additional years of benefit
          service equal to the length of the Separation Period and was three (3)
          years older. Executive shall be paid his benefits under the SERP and
          Executive SERP in a lump sum in the following amounts: SERP -


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          $590,893.26; Executive SERP $616,212.32. The lump sum payments to
          Executive shall be made within ten (10) days of the Separation Date
          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. The Company and the Trust shall have no further
          obligations to Executive in respect of the SERP, the Executive SERP or
          any other retirement benefit plan after the making of this payment,
          except for the Trust's obligations to pay Executive's account in the
          Blount Excess 401(k) Plan and Executive's rights under the Company's
          tax-qualified Defined Benefit Pension Plan and the Blount 401(k) Plan.

               (h) Executive Life Insurance Program - During the Separation
          Period, the Company will continue to pay the premiums on the $250,000
          executive life insurance policy as if Executive's employment had
          continued for the Separation Period. The insurance policy (after the
          payments referred to in the preceding sentence) shall be delivered to
          Executive on the last day of Separation Period, free and clear of any
          loans, liens or other encumbrances. Except for subsection (c) and this
          subsection (h), the Company shall have no further obligations in
          respect of the maintenance of life insurance for Executive.

               (i) Tax Planning - Executive shall be provided for the year
          ending December 31, 2002, at the Company's expense, an amount not to
          exceed $15,000, for personal and financial tax planning, which amount
          will be payable during 2002 or 2003 depending on when the services are
          rendered.

               (j) Stock Options - On the Separation Date, Executive's
          Nonqualified Stock Option (Time Option), dated August 19, 1999 for
          160,000 shares and



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          Nonqualified Stock Option (Time Option), dated February 3, 2000, for
          12,500 shares (which amounts include shares already vested) shall
          become fully vested and immediately exercisable (such Options are
          hereinafter referred to as the "Time Options"). Executive also has
          been granted the following options under the Blount International,
          Inc. 2000 Stock Incentive Plan, which Options are all 100% vested and
          currently exercisable: 170,000 shares on June 29, 2001, 31,872 shares
          on February 19, 2002 and 42,017 shares on February 19, 2002
          (hereinafter the "2000 Plan Options"). Executive shall have until
          August 15, 2006 to exercise the Time Options and the 2000 Plan
          Options. Prior to August 19, 2004, (i) unless Executive receives the
          written consent of the Company's Board, Executive shall be permitted
          to sell shares received upon the exercise of the 2000 Plan Options
          only to the extent the aggregate fair market value of the shares sold
          does not exceed $50,000 in any twelve month period; and (ii)
          notwithstanding the above, all the 2000 Plan Options and all shares
          received upon the exercise of the 2000 Plan Options shall be subject
          to the Tagalong/Dragalong rights described in the Term Sheet as if the
          2000 Plan Options were Options or Purchased Shares. The Time Options
          and the 2000 Plan Options are hereby amended to the extent necessary
          to reflect the provisions of this Section 5.4(j).

               (k) Employee Stockholder Agreement - As of the Separation Date,
          Executive's termination shall be treated as qualifying as a
          termination by the Company for a reason other than for Cause for
          purposes of Article IV of the Employee Stockholders Agreement, dated
          as of August 19, 1999 (the "Employee Stockholders Agreement"), and the
          other provisions of such agreement. Executive's rights and obligations
          as set forth in the Employee Stockholders


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          Agreement shall continue after the Separation Date, including
          Executive's rights to sell shares of Common Stock subject to the
          Employee Stockholders Agreement commencing on August 19, 2004.

               (l) Accrued Vacation - Executive shall be paid his accrued
          vacation on the Separation Date.

               (m) Business Expenses - Executive shall be reimbursed on or
          before the Separation Date for all reasonable business expenses for
          which he has submitted Company expense reports. Executive shall also
          be reimbursed for all other reasonable business expenses he has
          incurred or paid through the Separation Date promptly after submission
          of a Company expense report for such expenses.

               (n) Miscellaneous - Executive hereby waives any rights to receive
          office space, an administrative assistant and reasonable expenses
          related thereto for the Separation Period. In lieu of such benefits,
          Executive shall receive a lump sum payment of $41,000 on the
          Separation Date."

                                       5.

     The parties agree and acknowledge that Section 5.3 and Sections 6 through
17 of the Employment Agreement shall remain in effect, even after the Separation
Date in accordance with the terms thereof.

                                       6.

     Except for the rights under the Employment Agreement, as amended hereby,
and the Employee Stockholders Agreement, and the rights under the related
Company plans, programs and benefit arrangements, (i) Executive has no other
rights or claims, contractual or otherwise, as against the Company or any of the
Company Persons or claims arising out of Executive's employment by and
Executive's service as an officer of the Company and the termination of



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such employment and service and (ii) the Company has no other rights or claims
contractual or otherwise, as against Executive or claims against Executive
arising out of Executive's exercise of his responsibilities and duties as an
employee or an officer of the Company.

     Executive affirms that he has been given at least forty-five (45) days
within which to consider this release and its consequences, that he has seven
days following his signing of this Amendment to revoke and cancel the terms and
conditions contained herein and the terms and conditions of this Amendment shall
not become effective or enforceable until the seven-day revocation period has
expired, and that, prior to the execution of this Amendment, he has been advised
by the Company to consult with, and has consulted with, an attorney of his
choice concerning the terms and conditions set forth herein.

     This Amendment to the Employment Agreement shall be effective on the date
of this Amendment. Except as hereby modified, the Employment Agreement shall
remain in full force and effect.

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


                                       BLOUNT INTERNATIONAL, INC.


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


                                       EXECUTIVE


                                       -----------------------------------
                                       Harold E. Layman



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