BHA GROUP INC
AMENDED EXHIBIT 4.1 TO EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(M)
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>AMENDED EXHIBIT 4.1 TO EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                              EMPLOYMENT AGREEMENT
                                  JAMES E. LUND

                 Exhibit 4.1 - Amended as of September 17, 2002

                                  COMPENSATION

1.   Base Salary. During the Employment Period, Employer shall pay to Executive
     a Base Salary, payable in equal monthly installments at such times during
     each month as is customary with Employer with respect to its senior
     executives, at a rate of $267,800 per annum.

2.   Short-Term Bonus Arrangement Applicable for Fiscal Year 2002.

     (a) Executive shall be entitled to receive an annual cash bonus for fiscal
         year 2002 based on the consolidated earnings per share of Employer
         ("EPS") as determined under the following Annual Cash Incentive Matrix:

<TABLE>
<CAPTION>
=================================================================================================
                          ANNUAL CASH INCENTIVE MATRIX
-------------------------------------------------------------------------------------------------
      FISCAL YEAR              EPS/BONUS                EPS/BONUS               EPS/BONUS
-------------------------------------------------------------------------------------------------
<S>                         <C>                     <C>                     <C>
         2002                $0.98/$40,000            $1.18/$80,000           $1.28/$200,000
=================================================================================================
</TABLE>

     (b) An annual cash bonus shall not be payable for fiscal year 2002 if EPS
         for such fiscal year is less than $0.98.

     (c) If the EPS for fiscal 2002 is between the EPS levels shown in the above
         matrix, the amount of the annual cash bonus shall be prorated between
         such EPS levels. The maximum annual cash bonus for fiscal year 2002 is
         $200,000.

3.   Short-Term Bonus Arrangement Applicable for Fiscal Years 2003 and 2004.

     (a) Fiscal 2002 actual results, exclusive of the $0.19 per share
         non-recurring charge related to adoption of SFAS 142, will serve as the
         baseline for establishing the fiscal 2003 and 2004 bonus matrix. Under
         this matrix, incremental bonus payments will be made based on EPS
         improvements of 8%, 15% and 20% (exclusive of the one-time charge). In
         the following example, fiscal 2002 results are assumed to be $1.05 per
         share. Based upon $1.05 in fiscal 2002 EPS, the annual cash incentive
         matrix for the three-year period would be structured as follows:

<PAGE>

<TABLE>
<CAPTION>
====================================================================================================
                          ANNUAL CASH INCENTIVE MATRIX
----------------------------------------------------------------------------------------------------
                           8% EPS IMPROVE/           15% EPS IMPROVE/          20% EPS IMPROVE/
    FISCAL YEAR                BONUS %                   BONUS %                   BONUS %
----------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>                       <C>
        2002              $0.98/$40,000              $1.18/$80,000             $1.28/$200,000
----------------------------------------------------------------------------------------------------
        2003              $1.34/$40,000              $1.43/$80,000             $1.49/$200,000
----------------------------------------------------------------------------------------------------
        2004              $1.45/$40,000              $1.64/$80,000             $1.79/$200,000
----------------------------------------------------------------------------------------------------
     Cumulative           $3.77/$120,000             $4.25/$240,000            $4.56/$600,000
====================================================================================================
</TABLE>

     (b) An annual cash bonus shall not be payable for fiscal year 2003 or
         fiscal 2004 if EPS for such fiscal year is less than the minimum level
         for each year as reflected in the matrix.

     (c) If the EPS for fiscal 2003 or fiscal 2004 is between the EPS levels
         reflected in the approved matrix, the amount of the annual cash bonus
         shall be prorated between such EPS levels. The maximum annual cash
         bonus for fiscal 2003 and fiscal 2004 is $200,000.

4.   Short-Term Bonus - Three-Year Cumulative Provision. Due to the cyclical
     nature of the Company's business, the matrix will be structured to include
     a three-year cumulative catch-up provision

     The amount of the annual cash bonus for fiscal year 2004 may be increased
     from the amounts determined in the matrix for such year as a result of the
     cumulative three-year EPS. The following example illustrates how the annual
     cash bonus for fiscal year 2004 may be increased by the cumulative
     three-year EPS (assuming the example matrix presented in item 3 above which
     is reflective of fiscal 2002 EPS of $1.05).

<TABLE>
<CAPTION>
                                             EPS            BONUS
                                             ---            -----
<S>                                      <C>           <C>
     Fiscal Year 2002                      $ 1.05        $    54,000
     Fiscal Year 2003                      $ 1.32        $         0
     Fiscal Year 2004                      $ 1.70        $   128,000
                                           ------        -----------
     Cumulative Three-Year Total           $ 4.07        $   182,000
     Cumulative Adjustment                               $    13,000 (additional amount paid in 2004)
                                                         -----------
     Cumulative Bonus Paid                               $   195,000
</TABLE>

     The cumulative annual bonus for fiscal years 2002, 2003 and 2004 before
     cumulative adjustment would be $182,000. Because the cumulative three-year
     EPS of $4.07 is between $3.77 and $4.25, the cumulative three-year bonus
     amount attributable to $4.07 would be $195,000, a proration between
     $3.77/$120,000 and $4.25/$240,000. As such, an additional $13,000 would be
     payable in 2004 to bring the fiscal year 2004 bonus to $141,000 and the
     cumulative three-year bonus to $195,000.

5.   Short-Term Bonus - Timing of Payment. Employer shall pay to Executive the
     annual cash bonus payable, if any, within 75 days following the end of each
     fiscal year.

6.   Short-Term Bonus Arrangement(s) Applicable for Fiscal Years After 2004.
     Executive shall be entitled to receive annual cash bonuses for years after
     fiscal year 2004 under a bonus arrangement or arrangements to be determined
     by Employer which shall provide Executive an annual bonus opportunity of at
     least $200,000.

<PAGE>

7.   Long-Term Incentive Arrangement Applicable for Fiscal Years 2000, 2001 and
     2002. On November 9, 1999, Executive received a grant of options to
     purchase 36,000 shares of Company Common Stock. Pursuant to the
     Compensation Committee's grant to Executive, the options, to the extent not
     previously exercisable and vested, shall be immediately exercisable and
     vested upon the termination of the Employment Period by Employer without
     cause pursuant to Section 5.1, or by Executive for good reason pursuant to
     Section 5.3, if such termination occurs within three months prior to or
     twelve months after a Change in Control.

8.   Long-Term Incentive Arrangement Applicable for Fiscal Years 2003, 2004 and
     2005. On September 17, 2002, Executive received a grant of options to
     purchase 36,000 shares of Company Common Stock. Pursuant to the
     Compensation Committee's grant to Executive, the options, to the extent not
     previously exercisable and vested, shall be immediately exercisable and
     vested upon the termination of the Employment Period by Employer without
     cause pursuant to Section 5.1, or by Executive for good reason pursuant to
     Section 5.3, if such termination occurs within three months prior to or
     twelve months after a Change in Control.

9.   Long-Term Incentive Arrangement(s) Applicable for Fiscal Years After 2005.
     In each fiscal year after 2005, Executive shall be entitled to participate
     in a long-term incentive arrangement or arrangements to be determined by
     Employer, which arrangement or arrangements shall provide Executive an
     opportunity to earn an amount no less than the product of $100,000
     multiplied by the numbers of fiscal years to which the arrangement or
     arrangements relate.



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