AMERICAN WOODMARK CORP (Form: 10-Q, Received: 12/03/2009 11:39:00)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission file number 000-14798

American Woodmark Corporation

(Exact name of registrant as specified in its charter)

Virginia	54-1138147
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

3102 Shawnee Drive, Winchester, Virginia	22601
(Address of principal executive offices)	(Zip Code)

(540) 665-9100

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed

since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ____ No ____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ____	Accelerated filer X
Non-accelerated filer ____ (Do not check if a smaller reporting company)	Smaller reporting company ____

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ___ No X

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of November 25, 2009, 14,148,921 shares of the Registrant’s Common Stock were outstanding.

AMERICAN WOODMARK CORPORATION

FORM 10-Q

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION	NUMBER

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets--October 31, 2009 and April 30, 2009	3

	Condensed Consolidated Statements of Operations--Three months ended October 31, 2009 and 2008; Six months ended October 31, 2009 and 2008	4

	Condensed Consolidated Statements of Cash Flows--Six months ended October 31, 2009 and 2008	5

	Notes to Condensed Consolidated Financial Statements--October 31, 2009	6-12

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13-17

Item 3.	Quantitative and Qualitative Disclosures of Market Risk	18

Item 4.	Controls and Procedures	18


PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	18

Item 1A.	Risk Factors	18

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 5.	Other Information	18

Item 6.	Exhibits	19


SIGNATURES		20

PART I. FINANCIAL INFORMATION

Item 1.

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(Unaudited)

	October 31,			April 30,
	2009			2009
ASSETS

Current Assets
Cash and cash equivalents	$	69,391		$	82,821
Customer receivables, net		31,003			26,944
Inventories		26,525			32,684
Income taxes receivable and other		7,136			1,789
Deferred income taxes		6,325			9,300
Total Current Assets		140,380			153,538

Property, plant, and equipment, net		122,695			132,928
Promotional displays, net		10,735			12,793
Deferred income taxes		7,617			1,393
Other assets		5,417			3,085
	$	286,844		$	303,737

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities
Accounts payable	$	14,881		$	15,070
Accrued compensation and related expenses		17,888			24,909
Current maturities of long-term debt		866			859
Accrued marketing expenses		7,678			7,080
Other accrued expenses		8,404			10,249
Total Current Liabilities		49,717			58,167

Long-term debt, less current maturities		26,175			26,475
Defined benefit pension liabilities		14,766			12,900
Other long-term liabilities		3,466			2,513

Shareholders’ Equity
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued		--			--
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding 14,148,921 shares at October 31, 2009; 14,094,449 shares at April 30, 2009		84,980			82,293
Retained earnings		122,015			136,074
Accumulated other comprehensive loss -
Defined benefit pension plans		(14,275	)		(14,685	)

Total Shareholders’ Equity		192,720			203,682
	$	286,844		$	303,737

See accompanying notes to condensed consolidated financial statements

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	October 31						October 31
	2009			2008			2009			2008

Net sales	$	104,068		$	134,939		$	204,903		$	274,092
Cost of sales and distribution		91,399			115,471			180,400			232,564
Gross Profit		12,669			19,468			24,503			41,528

Selling and marketing expenses		14,510			15,122			27,859			30,691
General and administrative expenses		6,380			5,435			12,607			11,976
Restructuring charges		233			--			2,787			--
Operating Loss		(8,454	)		(1,089	)		(18,750	)		(1,139	)

Interest expense		166			192			335			375
Other income		(173	)		(520	)		(388	)		(964	)
Loss Before Income Taxes		(8,447	)		(761	)		(18,697	)		(550	)

Income tax benefit		(3,168	)		(280	)		(7,012	)		(226	)

Net Loss	$	(5,279	)	$	(481	)	$	(11,685	)	$	(324	)

Net Loss Per Share

Weighted average shares outstanding
Basic		14,138,091			14,031,376			14,125,859			14,050,490
Diluted		14,138,091			14,031,376			14,125,859			14,050,490

Net loss per share
Basic	$	(0.37	)	$	(0.03	)	$	(0.83	)	$	(0.02	)
Diluted	$	(0.37	)	$	(0.03	)	$	(0.83	)	$	(0.02	)

Cash dividends per share	$	0.09		$	0.09		$	0.18		$	0.18

See accompanying notes to condensed consolidated financial statements

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Six Months Ended
	October 31
	2009			2008

Operating Activities
Net loss	$	(11,685	)	$	(324	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization		16,154			17,129
Net loss on disposal of property, plant, and equipment		35			116
Stock-based compensation expense		2,263			2,460
Deferred income taxes		(4,138	)		(1,970	)
Pension contributions (in excess) less than expense		2,501			(344	)
Tax (benefit) deficit from stock-based compensation		(119	)		151
Other non-cash items		(603	)		(1,289	)
Changes in operating assets and liabilities:
Customer receivables		(4,000	)		(4,470	)
Inventories		6,398			5,546
Income taxes receivable and other assets		(5,335	)		713
Accounts payable		(189	)		(3,455	)
Accrued compensation and related expenses		(7,045	)		(2,037	)
Other accrued expenses		(675	)		4,280
Net Cash Provided (Used) by Operating Activities		(6,438	)		16,506

Investing Activities
Payments to acquire property, plant, and equipment		(1,590	)		(2,410	)
Proceeds from sales of property, plant, and equipment		92			64
Investment in promotional displays		(3,097	)		(4,644	)
Net Cash Used by Investing Activities		(4,595	)		(6,990	)

Financing Activities
Payments of long-term debt		(293	)		(316	)
Proceeds from issuance of common stock		318			60
Repurchases of common stock		--			(2,457	)
Payment of dividends		(2,541	)		(2,529	)
Tax benefit (deficit) from stock-based compensation		119			(151	)

Net Cash Used by Financing Activities		(2,397	)		(5,393	)

Net Increase (Decrease) In Cash And Cash Equivalents		(13,430	)		4,123

Cash And Cash Equivalents, Beginning of Period		82,821			56,932

Cash And Cash Equivalents, End of Period	$	69,391		$	61,055

See accompanying notes to condensed consolidated financial statements

AMERICAN WOODMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended October 31, 2009 are not necessarily indicative of the results that may be expected for the year ended April 30, 2010. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto incorporated by reference in the Company's Annual Report on Form 10-K for the year ended April 30, 2009. The Company has evaluated subsequent events for potential recognition and/or disclosure through December 3, 2009, the date the condensed consolidated financial statements included in this quarterly report on Form 10-Q were filed with the SEC.

NOTE B--NEW ACCOUNTING PRONOUNCEMENTS

In June 2009, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 105, “Generally Accepted Accounting Principles,” (ASC 105). ASC 105 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP). References made to FASB guidance throughout this document have been updated for the Codification.

In May 2009, the Company adopted the accounting principles established by FSP 157-2, “Partial Deferral of the Effective Date of SFAS 157,” which is now part of ASC 820, “Fair Value Measurements and Disclosures,” (ASC 820). This guidance delayed the effective date of ASC 820 for all nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities. Adoption of ASC 820 has had no impact upon the Company’s results of operations or its financial position; however, the adoption of ASC 820 resulted in expanded disclosure within the Notes to Condensed Consolidated Financial Statements.

In December 2007, the FASB issued guidance now codified as ASC 805, “Business Combinations,” (ASC 805) and ASC 810, “Consolidation,” (ASC 810). ASC 805 modifies certain aspects of how the acquiring entity recognizes and measures the identifiable assets, the liabilities assumed and the goodwill acquired in a business combination. ASC 810 established new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. ASC 805 and ASC 810 were each adopted by the Company on May 1, 2009. These adoptions have had no impact upon the Company’s results of operations or financial position.

In March 2008, the FASB issued guidance now codified as ASC 815, “Derivatives and Hedging,” (ASC 815). ASC 815 is intended to improve financial reporting by requiring enhanced disclosures for derivative instruments and hedging activities to enable investors to better understand how derivative instruments are accounted for under ASC 815 and their effects on an entity’s financial position, financial performance and cash flows. ASC 815 was adopted by the Company on May 1, 2009. This adoption did not impact the Company’s results of operations or financial position.

In December 2008, the FASB issued FSP 132R-1, “Employers’ Disclosure about Postretirement Benefit Plan Assets,” which is now part of ASC 715, “Compensation-Retirement Plans,” (ASC 715). This guidance is effective for financial statements issued for fiscal years ending after December 15, 2009. ASC 715 requires companies to disclose how pension plan asset investment allocations are made, the major categories of the plan assets, the inputs and valuation techniques used to measure the fair value of plan assets and significant concentrations of risk within plan assets. The adoption of the transition guidance in ASC 715 is not expected to have a significant impact on the Company’s results of operations or financial position.

NOTE C--COMPREHENSIVE LOSS

The Company’s comprehensive loss was $5.5 million and $12.1 million for the three months and six months ended October 31, 2009, respectively, and $0.4 million and $0.1 million for the three months and six months ended October 31, 2008, respectively. Comprehensive loss differs from net loss due to the changes in the pension and postretirement benefits liability. See Note J “Pension Benefits” for more information regarding the Company’s pension and post-retirement benefits costs.

NOTE D--EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended						Six Months Ended
	October 31						October 31
(in thousands, except per share amounts)	2009			2008			2009			2008
Numerator used for both basic and diluted earnings per share:
Net loss	$	(5,279	)	$	(481	)	$	(11,685	)	$	(324	)

Denominator:
Denominator for basic earnings per share-weighted average shares		14,138			14,031			14,126			14,050

Effect of dilutive securities:
Stock options and restricted stock units		--			--			--			--

Denominator for diluted earnings per share-weighted average shares and assumed conversions		14,138			14,031			14,126			14,050

Net loss per share
Basic	$	(0.37	)	$	(0.03	)	$	(0.83	)	$	(0.02	)
Diluted	$	(0.37	)	$	(0.03	)	$	(0.83	)	$	(0.02	)

Dilutive securities have not been considered in the calculation of net loss per share for the three months and six months ended October 31, 2009 and 2008, as the effect would be anti-dilutive.

NOTE E--STOCK-BASED COMPENSATION

The Company has various stock compensation plans. During the quarter ended October 31, 2009, the Board of directors of the Company granted a total 17,500 service-based restricted stock units to non-employee directors. These awards entitle the recipient to receive one share of the Company’s common stock per unit granted if he or she remains on the board through August 15, 2011. During the six months ended October 31, 2009, the Board of Directors of the Company also approved grants of non-statutory stock options and performance and service-based restricted stock units to key employees. The employee non-statutory stock options totaled 120,000 shares of the Company’s common stock with a weighted average exercise price of $24.73 per share. The options vest evenly over a three-year period and have ten-year contractual terms. The employee performance-based restricted stock units totaled 128,325 units and the employee and non-employee directors service-based restricted stock units totaled 64,425 units. The performance-based restricted stock units entitle the recipients to receive one share of the Company’s common stock per unit granted if certain performance conditions are met and the recipient remains employed with the Company until the units vest. The service-based units entitle the recipient to receive one share of the Company’s common stock per unit granted if they remain employed with the Company until the units vest.

Total compensation expense related to stock-based awards during the three-month periods ended October 31, 2009 and 2008 was $1.1 million and $1.3 million, respectively, and for the six-month periods ended October 31, 2009 and 2008 was $2.3 million and $2.5 million, respectively. For the three-month and six-month periods ended October 31, 2009 and 2008, stock-based compensation expense was allocated as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
(in thousands)	2009		2008		2009		2008
Cost of sales and distribution	$	247	$	293	$	458	$	569
Selling and marketing expenses		286		318		527		617
General and administrative expenses		614		651		1,278		1,274
Stock-based compensation expense	$	1,147	$	1,262	$	2,263	$	2,460

NOTE F--CUSTOMER RECEIVABLES

The components of customer receivables were:

	October 31,			April 30,
(in thousands)	2009			2009
Gross customer receivables	$	33,392		$	29,672
Less:
Allowance for doubtful accounts		(516	)		(536	)
Allowance for returns and discounts		(1,873	)		(2,192	)

Net customer receivables	$	31,003		$	26,944

NOTE G--INVENTORIES

The components of inventories were:

	October 31,			April 30,
(in thousands)	2009			2009
Raw materials	$	8,105		$	11,012
Work-in-process		19,572			22,961
Finished goods		8,768			8,853

Total FIFO inventories	$	36,445		$	42,826

Reserve to adjust inventories to LIFO value		(9,920	)		(10,142	)

Total LIFO inventories	$	26,525		$	32,684

For the six-month periods ended October 31, 2009 and 2008, the gain recognized by the Company related to the liquidation of LIFO based inventories was not material. Interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Since these items are estimated, interim results are subject to the final year-end LIFO inventory valuation.

NOTE H--PRODUCT WARRANTY

The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within three months of the original shipment date.

The following is a reconciliation of the Company’s warranty liability:

	Six Months Ended
	October 31
(in thousands)	2009			2008
Beginning balance at May 1	$	2,048		$	2,428
Accrual		2,607			4,381
Settlements		(3,248	)		(4,587	)

Ending balance at October 31	$	1,407		$	2,222

NOTE I--CASH FLOW

Supplemental disclosures of cash flow information:

	Six Months Ended
	October 31
(in thousands)	2009		2008
Cash paid during the period for:
Interest	$	239	$	324
Income taxes	$	2,300	$	306

NOTE J--PENSION BENEFITS

Net periodic pension cost consisted of the following for the three months and six months ended October 31, 2009 and 2008.

	Three Months Ended						Six Months Ended
	October 31						October 31
(in thousands)	2009			2008			2009			2008

Service cost	$	830		$	1,107		$	1,660		$	2,214
Interest cost		1,405			1,333			2,810			2,665
Expected return on plan assets		(1,320	)		(1,531	)		(2,641	)		(3,062	)
Amortization of net loss		314			78			628			157
Amortization of prior service cost		22			32			44			65

Net periodic pension cost	$	1,251		$	1,019		$	2,501		$	2,039

Employer Contributions

Under the requirements of the Pension Protection Act of 2006, the Company is not required to make a mandatory contribution to the pension plans during fiscal 2010. Accordingly, no contributions were made to these plans during the six months ended October 31, 2009.

During the quarter ended October 31, 2008, the Company terminated its retiree medical benefits plan and recognized a $608,000 gain on settlement of the plan. The gain was recorded as a reduction of general and administrative expenses.

NOTE K – RESTRUCTURING CHARGES

In the fourth quarter of fiscal 2009, the Company announced a restructuring plan that committed to the closing of two of the Company’s manufacturing plants, which are located in Berryville, Virginia, and Moorefield, West Virginia, and suspending operations in a third manufacturing plant located in Tahlequah, Oklahoma. These actions were completed during the first quarter of fiscal 2010. This initiative impacted approximately 600 employees. The continuing housing slump led to the decision to reduce production capacity. These initiatives were intended to increase the Company’s utilization rates and decrease overhead costs within the Company’s manufacturing operations. In addition to these initiatives, the Company made other staffing reductions during the fourth quarter of fiscal 2009. The Company expects to incur total pre-tax exit costs of $16.1 million related to this shut-down initiative and staffing reductions, including severance and separation costs of $8.0 million, pension curtailments of $0.1 million, and $8.0 million for equipment, inventory, and facilities-related expenses. During fiscal 2009, the Company recognized $9.7 million of these costs in restructuring charges. During the six months ended October 31, 2009, the Company recognized $2.2 million of severance and separation costs and $0.6 million relating to equipment, inventory, and facilities-related expenses in restructuring charges. Most of the remaining estimated costs to be incurred relate to Management’s estimate of the shortfall in fair value of the idled Tahlequah plant for which future utilization plans have not yet been determined.

A reserve for restructuring charges in the amount of $760 thousand is included in the Company’s consolidated balance sheet as of October 31, 2009, which relates to employee termination costs.

The following is a summary of the restructuring reserve balance as of October 31, 2009:

2009 RESTRUCTURING PLAN

(in thousands)

Restructuring reserve balance as of April 30, 2009	$	5,140
Additions		1,657
Payments		(6,037	)
Reserve balance as of October 31, 2009	$	760

The Company has a total of four manufacturing plants that were idled in 2008 and 2009. Three of these plants have been classified as held for sale. The Company believes that the $2.3 million net book value of these three plants is fully recoverable. These assets are included in Other Assets on the Company’s balance sheet at October 31, 2009. The Company has not yet determined how its idled manufacturing plant in Tahlequah, Oklahoma will be utilized in the future. Accordingly, this asset continues to be classified as Property, Plant and Equipment on the Company’s balance sheet, and continues to be depreciated at a rate of $120 thousand per quarter.

NOTE L—FAIR VALUE MEASUREMENTS

The Company’s hierarchy of fair value measurement of its assets is as follows:

Level 1- This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents are invested in money market funds that are either insured by the US Treasury or invested in United States Treasury instruments. The Company’s mutual fund investment assets represent contributions made and invested on behalf of the Company’s named executive officers in a supplementary employee retirement plan.

Level 2 — This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company has no level 2 assets or liabilities.

Level 3 — This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no level 3 assets or liabilities.

The following table summarizes the fair values of assets that are recorded in the Company’s condensed consolidated financial statements as of October 31, 2009 at fair value on a recurring basis (in thousands):

	Fair Value Measurements
	As of October 31, 2009

	Level 1		Level 2		Level 3
ASSETS:
Money market funds	$	36,174
Mutual funds		1,324	$	--	$	--

Total assets at fair value	$	37,498	$	--	$	--

The carrying amounts of the Company’s cash and cash equivalents, customer receivables, accounts payable, and long-term debt approximate fair value.

NOTE M --DEBT

On December 2, 2009, the Company terminated its primary credit facility with Bank of America, N.A. and entered into a $35 million secured revolving line of credit agreement with Wells Fargo Bank, N.A.

The Bank of America facility was secured by the Company’s accounts receivable and inventory and included a $10 million term note due December 13, 2012 and a $25 million revolving line of credit with a maturity date of December 13, 2011.

The new credit agreement with Wells Fargo Bank is secured by cash and other specified investments held in certain of the Company’s accounts with Wells Fargo Bank. The Company can borrow up to $35 million under the new agreement; however, the Company’s aggregate debt with Wells Fargo Bank cannot exceed the collateral value of the Company’s cash and specified investments held in the pledged accounts with Wells Fargo Bank. The Company used the Wells Fargo credit line to pay off the $10 million term loan with Bank of America. The new line of credit expires December 31, 2012. Under this agreement, the Company must maintain a prescribed ratio of total liabilities to tangible net worth and comply with other customary affirmative and negative covenants. The new credit agreement does not limit the Company’s ability to pay cash dividends or repurchase its common stock as long as the Company maintains the required ratio of total liabilities to tangible net worth.

There was no gain or loss realized in terminating the Company’s credit agreement with Bank of America, N.A. or with entering into the new agreement with Wells Fargo, Bank, N.A.

NOTE N--OTHER INFORMATION

The Company is involved in suits and claims in the normal course of business, including product liability and general liability claims, in addition to claims pending before the EEOC. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by the provisions of ASC 450, “Contingencies,” the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss; those that are probable (i.e., more likely than not), those that are reasonably possible, and those that are deemed to be remote. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible or remote, a range of loss estimates is determined. Where no loss estimate range can be made, the Company and its counsel perform a worst case estimate. In determining these loss range estimates, the Company considers known values of similar claims and consultation with independent counsel.

The Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims which were deemed to be either probable or reasonably possible were not material as of October 31, 2009.

NOTE O--SUBSEQUENT EVENTS

On November 19, 2009, the Board of Directors approved a $.09 per share cash dividend on its common stock. The cash dividend will be paid on December 21, 2009, to shareholders of record on December 7, 2009.

On December 2, 2009, the Company terminated its secured $35 million credit facility with Bank of America, N.A. and entered into a new secured $35 million revolving credit agreement with Wells Fargo Bank, N.A. (see Note M).

Item 2.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes to the condensed consolidated financial statements, both of which are included in Part I, Item 1 of this report. The Company’s critical accounting policies are included in the Company’s 2009 Annual Report, which was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended April 30, 2009.

Forward-Looking Statements

This report contains statements concerning the Company’s expectations, plans, objectives, future financial performance, and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by words such as “anticipate,” “estimate,” “forecast,” “expect,” “believe,” “should,” “would,” “could,” “plan,” “may” or other similar words. Forward-looking statements contained in this report, including in Management’s Discussion and Analysis are based on current expectations and our actual results may differ materially from those projected in any forward-looking statements. In addition, the Company participates in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings or deterioration in financial condition. These include (1) overall industry demand at reduced levels, (2) economic weakness in a specific channel of distribution, (3) the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor, (4) a sudden and significant rise in basic raw material costs, (5) a dramatic increase to the cost of diesel fuel and/or transportation related services, (6) the need to respond to price or product initiatives launched by a competitor, (7) the Company’s ability to successfully implement initiatives related to increasing market share, new products, maintaining and increasing its sales force and new product displays, and (8) sales growth at a rate that outpaces the Company’s ability to install new capacity. Additional information concerning the factors that could cause actual results to differ materially from those in forward-looking statements is contained in this report and also in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2009, including Item 1A, "Risk Factors" and Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," as well as the Company’s 2009 Annual Report, including under the headings "Forward-Looking Statements," "Market Risks," and "Outlook for Fiscal 2010" in Management's Discussion and Analysis. While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a materially adverse impact on its operating results and financial condition.

Any forward-looking statement that the Company makes, speaks only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events or otherwise, except as required by law.

Overview

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. Its products are sold on a national basis directly to home centers, major builders and home manufacturers, and through a network of independent dealers and distributors. At October 31, 2009, the Company operated 11 manufacturing facilities and 9 service centers across the country.

The three-month period ending October 31, 2009 was the Company’s second quarter of its fiscal year that ends on April 30, 2010 (fiscal 2010). During the second quarter of fiscal 2010, the Company experienced a continuation of difficult housing market conditions that began during the Company’s 2007 fiscal year. In new construction, housing starts were down 44% on a calendar year-to-date basis, while in the remodeling market, year-to-date sales of existing homes were slightly ahead of the prior year’s low levels through October 2009. Although existing home sales have begun to rise, the combination of weak consumer confidence and continuing job losses in the US economy have contributed to a decline of more than 20% in large ticket remodeling projects such as cabinetry during calendar year 2009.

The Company believes that it continued to gain market share throughout fiscal 2009 and during the first half of fiscal 2010. The Company experienced sales declines in each of its sales channels that approximated its overall sales decline of 25% during the first six months of fiscal 2010 compared with the corresponding period of fiscal 2009, driven entirely by reduced market performance. The Company believes that its sales decline in new construction was less than that of the overall construction market, and that its drop in remodeling sales was in line with the remodeling market’s decline.

The Company believes the current housing environment continues to be adversely impacted by the combined impacts of economic uncertainty, home prices that continue to be lower than one year ago and the continued credit crunch. The Company believes these factors, and their associated media coverage, have contributed to a reduced ability and desire for buyers to obtain mortgage financing. The Company expects the short-term outlook for the housing economy will remain uncertain until the credit crunch is resolved and housing prices have stabilized.

Despite the present housing market downturn, the Company believes that the long-term fundamentals for the American housing industry continue to remain positive, based upon continued population growth and new household formation, low interest rates, and other favorable demographic trends. Based upon this belief, the Company has continued to invest in improving its operations and its capabilities to best service its customers. The Company remains focused on gaining market share and has continued to invest in developing and launching new products while maintaining its product displays and related marketing collateral deployed with its customers.

During fiscal 2009, the Company announced its intention to realign its manufacturing network by closing two of its oldest manufacturing plants and suspending operations in a third. These initiatives were achieved during the first quarter of fiscal 2010.

The Company’s gross margin rate for the second quarter of fiscal 2010 was 12.2%, down from 14.4% in the second quarter of fiscal 2009. The Company’s gross margin rate for the first six months of fiscal 2010 was 12.0%, down from 15.2% in the comparable period of the prior fiscal year. The reductions in the Company’s gross margin rate during the three and six month periods ended October 31, 2009, as compared with prior year, were primarily driven by inefficiencies in overhead and labor costs that were driven by lower sales volumes, offset in part by lower fuel costs and materials costs, and by reduced overhead costs generated by the plant closures.

The Company regularly assesses its long-lived assets to determine if any impairment has occurred. Although the direction of the housing market and its resultant impact upon the Company’s performance is not presently positive, the Company continues to believe that the long-term fundamentals for the American housing industry, as discussed above, will support a growing and vibrant housing economy in the future. The Company does not believe that its long-lived assets pertaining to its 11 manufacturing plants or any of its other long-lived assets were impaired as of October 31, 2009.

In connection with its aforementioned manufacturing realignment, the Company has listed for sale two of the three manufacturing plants that ceased production in 2009. The aggregate net book value of these assets, along with assets pertaining to a plant which ceased operation in fiscal year 2008, was $2.3 million at October 31, 2009. These assets are classified as held for sale and included in the Company’s “Other Assets” in its October 31, 2009 balance sheet. The Company’s facility in which production was suspended had a net book value of $5.4 million at October 31, 2009 and is not for sale. If this facility were to become held for sale, it is possible that an asset impairment charge could be recorded at that time if the facility’s estimated fair value was determined to be less than its net book value.

The Company recorded restructuring charges during the second quarter of fiscal 2010 in connection with its plant closure activity. The net of tax impact of these charges was a loss of $0.1 million. Exclusive of these charges, the Company’s net loss from operations totaled $5.1 million for the second quarter of fiscal 2010, compared with net loss during the prior fiscal year’s second quarter of $0.5 million. During the first half of fiscal 2010 the net of tax impact of the restructuring charges was a loss of $1.7 million. Exclusive of these charges, the Company’s net loss from operations totaled $9.9 million for the first half of fiscal 2010.

The Company generated a net loss inclusive of restructuring charges for the second quarter of fiscal 2010 of $5.3 million, compared to net loss of $0.5 million during the second quarter of fiscal 2009. The Company generated a net loss inclusive of restructuring charges of $11.7 million for the first six months of fiscal 2009, compared with net loss of $0.3 million in the first six months of fiscal 2009.

Results of Operations

	Three Months Ended							Six Months Ended
	October 31							October 31
					Percent							Percent
(in thousands)	2009		2008		Change			2009		2008		Change

Net Sales	$	104,068	$	134,939		(23	%)	$	204,903	$	274,092		(25	%)
Gross Profit		12,669		19,468		(35	%)		24,503		41,528		(41	%)
Selling and Marketing Expenses		14,510		15,122		(4	%)		27,859		30,691		(9	%)
General and Administrative Expenses		6,380		5,435		17	%		12,607		11,976		5	%

Net Sales . Net sales were $104.1 million for the second quarter of fiscal 2010, a decrease of 23% as compared with the second quarter of fiscal 2009. For the first six months of fiscal 2010, net sales were $204.9 million, reflecting a decrease of 25% compared with the same period of fiscal 2009. Unit volume decreased by 21% and 23% compared with the second quarter and first half of fiscal 2009, respectively. Average revenue per unit also decreased by 3% during the three and six-month periods ended October 31, 2009 compared with prior year, driven primarily by changes in sales mix.

Gross Profit. Gross profit margin for the second quarter of fiscal 2010 was 12.2%, compared with 14.4% for the same period of fiscal 2009. Gross profit margin was 12.0% for the first half of fiscal 2010, compared with 15.2% in the first half of fiscal 2009. Labor and manufacturing overhead costs increased as a percentage of net sales by a combined 4.5% of sales in the second quarter and 5.2% of sales in the first half of fiscal 2010 compared with the comparable prior year periods, driven by the unfavorable impact of lower sales volumes upon labor productivity and overhead absorption. These increases were partially offset by the impact of reductions in freight and materials costs as a percentage of net sales by a combined 2.2% in the second quarter and 2.1% of net sales in the first half of fiscal 2010 compared with the comparable prior year periods. The Company’s restructuring initiatives and lower sales volume caused manufacturing overhead costs to be reduced by $4.7 million and $8.8 million compared with the prior year’s second quarter and first half, respectively.

Selling and Marketing Expenses . Selling and marketing expenses for the second quarter of fiscal 2010 were $14.5 million or 13.9% of sales, compared with $15.1 million or 11.2% of sales for the same period in fiscal 2009. For the first six months of fiscal 2010, selling and marketing costs were $27.9 million, or 13.6% of net sales, compared with $30.7 million, or 11.2% of net sales for the same period of fiscal 2009. Sales and marketing costs increased in relation to sales because the percentage decline in the Company’s sales exceeded that of the Company’s cost reductions.

General and Administrative Expenses. General and administrative expenses for the second quarter of fiscal 2010 were $6.4 million or 6.1% of sales, compared with $5.4 million or 4.0% of sales for the same period in fiscal 2009. For the first six months of fiscal 2010, general and administrative costs were $12.6 million, or 6.2% of net sales, compared with $12.0 million, or 4.4% of net sales for the same period of fiscal 2009. The increase in general and administrative expenses during the second quarter was driven by the absence of a one-time credit realized during the prior year’s second quarter associated with the elimination of a retiree healthcare program and, to a lesser extent, by an increase in costs relating to the Company’s pay-for-performance program. As of October 31, 2009, the Company had aggregate receivables from customers with a higher perceived level of risk of $1.3 million, of which $0.5 million had been reserved for potential uncollectibility.

Effective Income Tax Rates. The Company’s effective income tax rate for both the second quarter and first six months of fiscal year 2010 was 37.5% as compared with 36.8% and 41.0% in the comparable periods of fiscal 2009, respectively.

Outlook. The Company expects the continuing negative impact of tighter credit conditions, falling real estate prices, job losses and economic uncertainty will cause the remodeling and new construction markets to remain subdued until these conditions are resolved. The Company continues to expect that it will gain market share in fiscal 2010, causing its sales to decline at a lower rate than that of the overall market.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash and cash equivalents totaled $69.4 million at October 31, 2009, down from $82.8 million at April 30, 2009. At October 31, 2009, total short-term and long-term debt was $27.0 million, down slightly from $27.3 million at April 30, 2009. The Company’s ratio of long-term debt to total capital was 12.0% at October 31, 2009 compared with 11.5% at April 30, 2009.

The Company’s main source of liquidity is cash and cash equivalents on hand and cash generated from operating activities.

Cash used by operating activities in the first half of fiscal 2010 was $6.4 million, compared with cash provided by operating activities of $16.5 million in the comparable period of fiscal 2009. The $22.9 million reduction in cash provided from operations during the first half of fiscal 2010 compared with the first half of fiscal 2009 was primarily attributable to an $11 million increase in the Company’s net loss, as well as payments made for severance, income taxes, and performance-based bonuses that were almost entirely accrued in the prior fiscal year totaling $12 million.

The Company’s primary investing activities are capital expenditures and investments in promotional displays. Net cash used for investing activities in the first half of fiscal 2010 was $4.6 million, or $2.4 million less than in the comparable period of the prior fiscal year. The Company’s investments in both capital expenditures and promotional displays were reduced during fiscal 2010. Capital expenditures made in both six-month periods of fiscal 2009 and 2010 did not include any new plant construction activities. The Company expects its investments in capital expenditures and promotional displays for fiscal 2010 will approximate the total invested in fiscal 2009.

During the first half of fiscal 2010, net cash used by financing activities was $2.4 million, compared with net cash used in the comparable period of fiscal 2009 of $5.4 million. The primary use of cash during the first half of fiscal 2010 was to return cash to the Company’s shareholders in the form of dividends in the amount of $2.5 million. The use of cash during the comparable period of fiscal 2009 related primarily to stock repurchases of $2.5 million and dividend payments of $2.5 million.

The Company made no repurchases of its common stock during the first half of fiscal 2010 and as of October 31, 2009 had $93.2 million of remaining stock repurchases authorized by its Board of Directors.

The Company’s cash position, coupled with expected cash flow and available borrowing capacity on the Company’s $35 million line of credit is expected to be more than sufficient to meet forecasted working capital requirements, service existing debt obligations, and fund capital expenditures for the remainder of fiscal 2010.

There was no gain or loss realized in terminating the Company’s credit agreement with Bank of America, N.A. or with entering into the new agreement with Wells Fargo, Bank, N.A.

The timing of the Company’s contractual obligations as of April 30, 2009 is summarized in the table below.

	FISCAL YEARS ENDED APRIL 30
(in thousands)	Total Amounts		2010			2011 – 2012		2013 – 2014	2015 and Thereafter

Term credit facility	$	10,000	$	--	$	--	$	10,000	$	--
Economic development loans		3,524		--		--		--		3,524
Term loans		5,114		366		805		761		3,182
Capital lease obligations		8,696		493		1,015		1,057		6,131
Interest on long-term debt(a)		3,708		586		1,108		751		1,263
Operating lease obligations		18,177		4,495		5,820		3,512		4,350
Pension contributions(b)		25,117		--		7,346		17,771		--

Total	$	74,336	$	5,940	$	16,094	$	33,852	$	18,450

(a)

Interest commitments under interest bearing debt consists of interest under the Company’s primary loan agreement and other term loans and capitalized lease agreements. The Company’s current credit facility includes a $35 million revolving line of credit that bears an interest rate determined by the London Interbank Offered Rate (LIBOR) plus 1.25%. At April 30, 2009, that spread was between 0.50% and 0.675%. Interest under other term loans and capitalized lease agreements is fixed at rates between 2% and 6%. Interest commitments under interest bearing debt for the Company’s term credit facility is at LIBOR plus the spread as of April 30, 2009, throughout the remaining term of the agreement.

(b)

The estimated cost of the Company’s two defined benefit pension plans are determined annually based upon the discount rate and other assumptions at fiscal year end. Future pension funding contributions beyond 2014 have not been determined at this time.

Dividends Declared

Seasonal and Inflationary Factors

The Company’s business has historically been subject to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters.

The costs of the Company’s products are subject to inflationary pressures and commodity price fluctuations. The Company has generally been able over time to recover the effects of inflation and commodity price fluctuations through sales price increases.

Critical Accounting Policies

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes to the Company’s critical accounting policies as disclosed in the Company’s 2009 Annual Report, which was filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2009.

Item 3.

Quantitative and Qualitative Disclosures of Market Risk

As of December 2, 2009, the Company had a $35 million revolving line of credit which bears interest at the London InterBank Offered Rate (LIBOR) plus 1.25%. All other borrowings of the Company carry a fixed interest rate between 2% and 6%. See additional disclosures regarding market risk under Item 7A “Quantitative and Qualitative Disclosures of Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2009.

Item 4.

Controls and Procedures

Senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of October 31, 2009. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective. In addition, there have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended October 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

The Company is involved in various suits and claims in the normal course of business all of which constitute ordinary, routine litigation incidental to the business. The Company does not have any litigation that does not constitute ordinary, routine litigation to its business.

Item 1A.

Risk Factors

There have been no material changes in the risk factors disclosed in the Company’s 10-K for the year ended April 30, 2009.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The Company has $93.2 million remaining authorized by its Board of Directors to repurchase shares of its common stock. The Company did not repurchase its common stock during the second quarter of fiscal 2010.

Item 5.

Other Information

There was no gain or loss realized in terminating the Company’s credit agreement with Bank of America, N.A. or with entering into the new agreement with Wells Fargo, Bank, N.A.

Item 6. Exhibits

Exhibit Number	Description

3.1 (a)	Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for quarter ended January 31, 2003; Commission File No. 000-14798).

3.1 (b)	Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).

3.2	Bylaws – as amended and restated August 27, 2009 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-Q as filed on September 1, 2009; Commission File No. 000-14798).

10.1	Credit Agreement dated of December 2, 2009, between the Company and Wells Fargo Bank, N.A. (Filed Herewith).

10.2	Securities Account Control Agreement dated of December 2, 2009, among the Company, Wells Fargo Brokerage Services, LLC and Wells Fargo Bank, N.A. (Filed Herewith).

10.3	Revolving Line of Credit Note dated of December 2, 2009, made by the Company in favor of Wells Fargo Bank, N.A. (Filed Herewith).

10.4	Security Agreement: Specific Rights to Payment dated as of December 2, 2009, between the Company and Wells Fargo Bank, N.A. (Filed Herewith).

10.5	Security Agreement: Securities Account dated of December 2, 2009, between the Company and Wells Fargo Bank, N.A. (Filed Herewith).

10.6	Addendum to Security Agreement Securities Account dated as of December 2, 2009, between the Company and Wells Fargo Bank, N.A. (Filed Herewith).

31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).

31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).

32.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN WOODMARK CORPORATION

(Registrant)




	/s/Jonathan H. Wolk
	Jonathan H. Wolk
	Vice President and Chief Financial Officer

	Date: December 3, 2009
	Signing on behalf of the
	registrant and as principal
	financial and accounting officer

EXHIBIT INDEX

Exhibit Number	Description

3.1 (a)	Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for quarter ended January 31, 2003; Commission File No. 000-14798).

3.1 (b)	Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).

3.2	Bylaws – as amended and restated August 27, 2009 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-Q as filed on September 1, 2009; Commission File No. 000-14798).

10.1	Credit Agreement dated of December 2, 2009, between the Company and Wells Fargo Bank, N.A. (Filed Herewith).

10.2	Securities Account Control Agreement dated of December 2, 2009, among the Company, Wells Fargo Brokerage Services, LLC and Wells Fargo Bank, N.A. (Filed Herewith).

10.3	Revolving Line of Credit Note dated of December 2, 2009, made by the Company in favor of Wells Fargo Bank, N.A. (Filed Herewith).

10.4	Security Agreement: Specific Rights to Payment dated as of December 2, 2009, between the Company and Wells Fargo Bank, N.A. (Filed Herewith).

10.5	Security Agreement: Securities Account dated of December 2, 2009, between the Company and Wells Fargo Bank, N.A. (Filed Herewith).

10.6	Addendum to Security Agreement Securities Account dated as of December 2, 2009, between the Company and Wells Fargo Bank, N.A. (Filed Herewith).

31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).

31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).

32.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith).

EXHIBIT 10.1

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this "Agreement") is entered into as of December 2, 2009 by and between AMERICAN WOODMARK CORPORATION, a Virginia corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

Borrower has requested that Bank extend credit to Borrower as described below, and Bank has agreed to provide such credit to Borrower on the terms and conditions contained herein.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows:

ARTICLE I

CREDIT TERMS

SECTION 1.1. LINE OF CREDIT.

(a) Line of Credit . Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time, not to exceed at any time the aggregate principal amount of THIRTY-FIVE MILLION AND NO/100 DOLLARS ($35,000,000.00) ("Line of Credit"), the proceeds of which shall be used to repay existing indebtedness of Borrower, to issue new and replacement letters of credit for the account of Borrower and for working capital and general business purposes. Borrower's obligation to repay advances under the Line of Credit shall be evidenced by a Revolving Line of Credit Note dated of even date herewith (as the same may have been modified or amended from time to time, "Line of Credit Note"), all terms of which are incorporated herein by this reference. Advances and availability under the Line of Credit shall be subject to certain limitations more particularly set forth in the Security Agreement (hereinafter defined).

(b) Letter of Credit Subfeature . As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue one or more letters of credit for the account of Borrower (each, a "Letter of Credit" and collectively, "Letters of Credit") and to extend or amend outstanding Letters of Credit. The terms, form and substance of each Letter of Credit and each such extension or amendment shall be subject to approval by Bank, in its sole discretion. No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

(c) Borrowing and Repayment . Borrower may from time to time during the term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Line of Credit Note; provided however, that the total outstanding borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available thereunder, as set forth above.

SECTION 1.2. INTEREST/FEES.

(a) Interest . The outstanding principal balance of the Line of Credit and the amount of each drawing under any Letter of Credit shall bear interest at a rate more particularly set forth in the Line of Credit Note.

(b) Computation and Payment . Interest shall be computed on the basis of a 360-day year, actual days elapsed. Interest shall be payable at the times and place set forth in the Line of Credit Note.

(c) Unused Commitment Fee . Borrower shall pay to Bank a fee equal to one-quarter percent (0.25%) per annum (computed on the basis of a 360-day year, actual days elapsed) on the average daily unused amount of the Line of Credit (which unused amount shall specifically exclude the aggregate face amount of all Letters of Credit so that the fee shall not be paid for such aggregate face amount), which fee shall be calculated on a quarterly basis by Bank and shall be due and payable by Borrower in arrears.

(d) Letter of Credit Fees . Borrower shall pay to Bank fees upon the issuance of each Letter of Credit, upon the payment or negotiation of each drawing under any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including without limitation, the transfer, amendment or cancellation of any Letter of Credit) determined in accordance with Bank's standard fees and charges then in effect for such activity.

SECTION 1.3. COLLATERAL.

As security for all indebtedness and other obligations of Borrower to Bank subject to this Agreement, Borrower hereby grants to Bank a security interest in all Borrower's Collateral as defined in and as more particularly described in (a) that certain Security Agreement: Securities Account dated of even date herewith, as the same may have been modified or amended from time to time and (b) that certain Security Agreement: Specific Rights to Payment dated of even date herewith, as the same may have been modified or amended from time to time (collectively, "Security Agreement"). Borrower shall pay to Bank immediately upon demand the full amount of all charges, costs and expenses (to include fees paid to third parties but not allocated costs of Bank personnel), expended or incurred by Bank in connection with any of the foregoing security, including without limitation, financing statement filing fees.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties to Bank, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this Agreement.

SECTION 2.1. LEGAL STATUS. Borrower is a corporation, duly organized and existing and in good standing under the laws of the Commonwealth of Virginia, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could reasonably be expected to have a material adverse effect on the financial condition or operation of Borrower.

SECTION 2.2. AUTHORIZATION AND VALIDITY. This Agreement and each promissory note, contract, instrument and other document executed by Borrower and required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized by Borrower and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 2.3. NO VIOLATION. The execution, delivery and performance by Borrower of each of the Loan Documents do not (a) violate in any material respect any provision of any law or regulation, (b) contravene any provision of the Articles of Incorporation or By-Laws of Borrower, or (c) result in any breach or default (of which the Borrower’s chief executive officer, chief financial officer or treasurer has knowledge) under any material contract, obligation, indenture or other material instrument to which Borrower is a party or by which Borrower may be bound.

SECTION 2.4. LITIGATION. There are no pending, or to the best of Borrower's knowledge threatened, actions, claims, investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency which could reasonably be expected to have a material adverse effect on the financial condition or operation of Borrower other than those disclosed by Borrower to Bank in writing on Schedule 2.4 attached hereto.

SECTION 2.5. FINANCIAL STATEMENTS. The annual financial statements of Borrower dated April 30, 2009, true copies of which have been delivered by Borrower to Bank prior to the date hereof, were prepared in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise stated therein, and fairly present in all material respects the financial condition of Borrower and its consolidated subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The interim financial statements of Borrower dated July 31, 2009, true copies of which have been delivered by Borrower to Bank prior to the date hereof, were prepared in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise stated therein, and fairly present in all material respects the financial condition of Borrower and its consolidated subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject in each case to the absence of footnotes and to normal year-end audit adjustments. From July 31, 2009 through the date hereof, there has been no material adverse change in the financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except in favor of Bank or as otherwise permitted by the Loan Documents.

SECTION 2.6. INCOME TAX RETURNS. Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any prior tax year which could reasonably be expected to have a material adverse effect on the financial condition or operation of Borrower, except (a) such as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, in accordance with generally accepted accounting principles, for eventual payment thereof in the event Borrower is obligated to make such payment.

SECTION 2.7. NO SUBORDINATION. There is no agreement, indenture, contract or instrument to which Borrower is a party or by which Borrower may be bound that requires the subordination in right of payment of any of Borrower's obligations subject to this Agreement to any other obligation of Borrower.

SECTION 2.8. PERMITS, FRANCHISES. Borrower possesses, and will hereafter possess, all permits, consents, approvals, franchises and licenses required and rights to all trademarks, trade names, patents, and fictitious names, if any, necessary to enable it to conduct the business in which it is now engaged in compliance in all material respects with applicable law.

SECTION 2.9. ERISA. Borrower is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time ("ERISA"); Borrower is not in violation in any material respect of any provision of any defined-benefit employee pension benefit plan (as defined in ERISA) maintained or contributed to by Borrower (each, a "Plan"); no Reportable Event (as defined in ERISA) for which the thirty (30) day notice period has not been waived has occurred and is continuing with respect to any Plan maintained by Borrower; Borrower has met its minimum funding requirements under ERISA with respect to each Plan; and Borrower does not know of any facts or circumstances which could reasonably be expected to cause any Plan to be unable to fulfill its material benefit obligations as they come due in accordance with the Plan documents and under generally accepted accounting principles.

SECTION 2.10. OTHER OBLIGATIONS. Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other lease, commitment, contract, instrument or obligation which could reasonably be expected to have a material adverse effect on the financial condition or operation of Borrower.

SECTION 2.11. ENVIRONMENTAL MATTERS. Except as disclosed by Borrower to Bank in writing on Schedule 2.11 attached hereto, as of the date hereof, Borrower is in compliance in all material respects with all applicable federal or state environmental, hazardous waste, health and safety statutes, and any rules or regulations adopted pursuant thereto, which govern or affect any of Borrower's operations and/or properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any of the same may be amended, modified or supplemented from time to time. To the best of Borrower’s knowledge, none of the operations of Borrower is the subject of any federal or state investigation evaluating whether any remedial action involving a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the environment. Borrower has no material contingent liability in connection with any release of any toxic or hazardous waste or substance into the environment.

ARTICLE III

CONDITIONS

SECTION 3.1. CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to make the initial extension of credit contemplated by this Agreement is subject to the fulfillment to Bank's satisfaction of all of the following conditions:

(a) Approval of Bank Counsel . All legal matters incidental to the extension of credit by Bank shall be satisfactory to Bank's counsel.

(b) Documentation . Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:

(i) This Agreement and each promissory note or other instrument or document required hereby, including, without limitation, the Line of Credit Note and the Security Agreement;

(ii) A Certificate of Incumbency;

(iii) Corporate borrowing resolutions; and

(iv) Such other documents as Bank may require under any other Section of this Agreement.

(c) Financial Condition . There shall have been no material adverse change, as reasonably determined by Bank, since July 31, 2009 in the financial condition or business of Borrower, nor any material decline, as reasonably determined by Bank, since July 31, 2009 in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower.

(d) Insurance . Borrower shall have delivered to Bank evidence of insurance coverage on all Borrower's property, in such amounts and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Borrower operates and issued by financially sound and reputable insurance companies.

(e) Additional Due Diligence . Bank shall have received any and all additional due diligence information, as reasonably requested by Bank or its counsel, and all such information shall have been deemed satisfactory in form and detail to Bank or its counsel in its sole discretion.

SECTION 3.2. CONDITIONS OF EACH EXTENSION OF CREDIT. The obligation of Bank to make each extension of credit requested by Borrower hereunder shall be subject to the fulfillment to Bank's satisfaction of each of the following conditions:

(a) Representations and Warranties . The representations and warranties of Borrower contained herein and in each of the other Loan Documents shall be true on and as of the date hereof and on the date of such extension of credit, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case they shall be true on and as of such earlier date.

(b) Events of Default . No Event of Default (hereinafter defined), and no condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date hereof or on the date of such extension of credit.

(c) Security Agreement Limitations . All limitations on advances and availability under the Line of Credit more particularly set forth in the Security Agreement shall be satisfied as of the date hereof and on the date of such extension of credit.

(d) Documentation . Bank shall have received all additional documents which may be requested under Section 4.3 hereof.

ARTICLE IV

AFFIRMATIVE COVENANTS

Borrower covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower shall, unless Bank otherwise consents in writing:

SECTION 4.1. PUNCTUAL PAYMENTS. Punctually pay all principal, interest, fees or other liabilities due under any of the Loan Documents at the times and place and in the manner specified therein, and immediately upon demand by Bank, the amount by which the outstanding principal balance of any credit subject hereto at any time exceeds any limitation on borrowings applicable thereto.

SECTION 4.2. ACCOUNTING RECORDS. Maintain adequate books and records in accordance with generally accepted accounting principles consistently applied, and permit any representative of Bank, at any reasonable time during normal business hours and upon reasonable advance notice to Borrower, at the expense of Bank, to inspect, audit and examine such books and records, to make copies of the same, and to inspect the properties of Borrower; provided however, that, if an Event of Default shall have occurred and be continuing, any such inspection, audit or examination shall be at the expense of Borrower.

SECTION 4.3. FINANCIAL STATEMENTS AND OTHER REPORTS. Provide to Bank all of the following, in form and detail satisfactory to Bank:

(a) not later than 120 days after the end of each fiscal year of Borrower, a consolidated balance sheet of Borrower and its consolidated subsidiaries as of the end of such fiscal year and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, all audited by a registered independent public accounting firm of nationally recognized standing;

(b) not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of Borrower, a consolidated balance sheet of Borrower and its consolidated subsidiaries as of the end of such fiscal quarter and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal quarter and for the portion of such fiscal year then ended, all certified by the chief executive officer, chief financial officer, treasurer, or corporate controller of Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of Borrower and its consolidated subsidiaries in accordance with generally accepted accounting principles, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) contemporaneously with the reports described in the preceding Section 4.3(b), a report of litigation pending, or to the best of Borrower's knowledge threatened, against Borrower, provided such reports (i) have been certified as to their accuracy by the chief executive officer, chief financial officer, treasurer, or corporate controller of Borrower, and (ii) disclose, at a minimum, all claims in excess of $500,000 or $1,500,000 in the aggregate;

(d) either (i) such written and/or oral authorizations as may be necessary in order to permit the Bank to obtain duplicate copies of brokerage statements and statements of balances for the brokerage and deposit accounts secured by the Security Agreement, or (ii) not later than 15 days after and as of the end of each month, a brokerage statement and statement of balances for the brokerage and deposit accounts secured by the Security Agreement;

(e) contemporaneously with each annual and quarterly financial statement required hereby, a certificate of the chief executive officer, chief financial officer, treasurer, or corporate controller of Borrower that there exists no Event of Default nor any condition, act or event which with the giving of notice or the passage of time or both would constitute an Event of Default; and

(f) from time to time such other information regarding the financial condition or operation of Borrower or compliance with the Loan Documents as Bank may reasonably request.

All financial statements required to be delivered pursuant to Section 4.3(a) or (b) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link to such documents, on Borrower's website on the Internet at www.americanwoodmark.com or (ii) on which such documents are posted on Borrower's behalf on an internet or intranet website, if any, to which Bank has access (whether a commercial or third party website or whether sponsored by Bank); provided that (A) Borrower shall deliver paper copies of such documents to Bank if Bank so requests and (B) Borrower shall notify Bank (by telecopier or electronic mail) of the posting of such documents.

SECTION 4.4. COMPLIANCE. Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a material adverse effect on the financial condition or operation of Borrower; and comply with the provisions of all documents pursuant to which Borrower is organized and/or which govern Borrower's continued existence and with the requirements of all laws, rules, regulations and orders of any governmental authority applicable to Borrower and/or its business, except to the extent that the failure to do so could not reasonably be expected to have a material adverse effect on the financial condition or operation of Borrower.

SECTION 4.5. INSURANCE. Maintain and keep in force, for each business in which Borrower is engaged, insurance in such amounts and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Borrower operates, including but not limited to fire, extended coverage, public liability, flood, property damage and workers' compensation, issued by financially sound and reputable insurance companies and deliver to Bank from time to time at Bank's request schedules setting forth all insurance then in effect.

SECTION 4.6. FACILITIES. Keep all properties useful or necessary to Borrower's business in good repair and condition, ordinary wear and tear excepted, and from time to time make necessary repairs, renewals and replacements thereto so that such properties shall be fully and efficiently preserved and maintained, except to the extent that the failure to do so could not reasonably be expected to have a material adverse effect on the financial condition or operation of Borrower.

SECTION 4.7. TAXES. Pay and discharge when due any and all material tax liabilities, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except (a) such as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, in accordance with generally accepted accounting principles, for eventual payment thereof in the event Borrower is obligated to make such payment.

SECTION 4.8. INTENTIONALLY DELETED.

SECTION 4.9. FINANCIAL CONDITION. Maintain financial condition as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein):

(a) Maintain a ratio of Total Liabilities to Tangible Net Worth of not greater than 0.9 to 1.0 measured at the end of each fiscal quarter of Borrower, with "Total Liabilities" defined as the aggregate of current liabilities and non-current liabilities, direct or indirect, liquidated, contingent or otherwise, including guaranties or endorsements, less subordinated debt (to the extent expressly permitted by the Bank), and with "Tangible Net Worth" defined as the aggregate of total stockholders' equity prior to accumulated and other comprehensive income (but to include accumulated other comprehensive losses), less goodwill and other assets treated, in accordance with generally accepted accounting principles, as intangibles, plus subordinated debt (to the extent expressly permitted by the Bank).

SECTION 4.10. NOTICE TO BANK. Promptly after (but in no event more than five (5) days after) the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or corporate controller of Borrower (each, a "Responsible Officer") obtains knowledge thereof, give written notice to Bank in reasonable detail of: (a) the occurrence of any Event of Default or any condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the “location” (within the meaning of Section 9-307 of the Uniform Commercial Code) of Borrower; (c) the occurrence and nature of any Reportable Event (as defined in ERISA) for which the thirty (30) day notice period has not been waived, any non-exempt Prohibited Transaction (as defined in ERISA) which could reasonably be expected to have a material adverse effect or any funding deficiency (other than a deficiency that has been waived), in each case with respect to any Plan; or (d) any termination or cancellation of any insurance policy which Borrower is required to maintain or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause, that has not been accounted for in accordance with generally accepted accounting principles and that affects Borrower's property in excess of an aggregate of $1,000,000.

SECTION 4.11. DEPOSITORY ACCOUNT. On or before April 1, 2010, Borrower shall have opened with Bank an operating deposit account to be held by Bank, which operating deposit account shall be separate and distinct from the deposit account(s) subject to the Security Agreement.

ARTICLE V

NEGATIVE COVENANTS

Borrower further covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations subject hereto, Borrower will not, without Bank's prior written consent:

SECTION 5.1. USE OF FUNDS. Use any of the proceeds of any credit extended hereunder except for the purposes stated in Article I hereof.

SECTION 5.2. INTENTIONALLY DELETED.

SECTION 5.3. OTHER INDEBTEDNESS. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except:

(a) any indebtedness or liabilities of Borrower to Bank;

(b) any indebtedness or liabilities of Borrower existing as of the date hereof and described on Schedule 5.3 attached hereto and any renewals, refinancings and extensions thereof, provided that (i) the amount of such indebtedness or liabilities is not increased at the time of such renewal, refinancing or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such renewal, refinancing or extension, and (ii) the terms of such renewal, refinancing or extension, taken as a whole, are not less favorable to Borrower and its subsidiaries than the terms of the indebtedness or liabilities being renewed, refinanced or extended;

(c) any indebtedness or liabilities (contingent or otherwise) existing or arising under any rate swap, currency swap, option or other similar transaction (whether or not governed by or subject to a master agreement), provided that (i) such indebtedness or liabilities are (or were) entered into by Borrower in connection with indebtedness or liabilities of Borrower permitted pursuant to clause (b) above, (ii) such indebtedness or liabilities are (or were) entered into by Borrower in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by Borrower, or changes in the value of securities issued by Borrower, and not for purposes of speculation or taking a “market view;” and (iii) the related contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(d) any purchase money indebtedness or purchase money liabilities (including obligations in respect of capital leases or synthetic leases) incurred after the date hereof to finance the purchase of fixed assets and any renewals, refinancings and extensions thereof; provided, however, that such indebtedness or liabilities shall not exceed, at any one time, $3,000,000 in the aggregate; and

(e) any indebtedness or liabilities not contemplated by the foregoing clauses in an aggregate, committed principal amount not to exceed $1,000,000 at any one time outstanding.

SECTION 5.4. MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; engage in any line of business substantially different from those lines of business engaged in by Borrower as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of, except in the ordinary course of its business, all or a substantial or material portion of Borrower's assets, provided that (a) Borrower may merge into or consolidate with any subsidiary provided that Borrower is the continuing or surviving entity, and (b) Borrower may, during any fiscal year of Borrower, sell, lease, transfer or otherwise dispose of assets having an aggregate net book value of not more than $5,000,000.

SECTION 5.5. GUARANTIES. Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for any liabilities or obligations of any other person or entity, except any of the foregoing in favor of Bank.

SECTION 5.6. LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity, except:

(a) loans, advances or investments existing as of the date hereof and described on Schedule 5.6 attached hereto;

(b) investments in the form of cash or cash equivalents;

(c) loans or advances made to employees of Borrower or any subsidiary of Borrower in the ordinary course of business; provided, however, that such loans or advances shall not exceed, at any one time, $500,000 in the aggregate;

(d) accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and instruments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) investments arising as a result of dispositions permitted under Section 5.4(b); and

(f) loans, advances or investments not contemplated by the foregoing clauses in an aggregate, committed principal amount not to exceed $1,000,000 at any one time outstanding; provided, however, that Borrower shall promptly notify Bank of all loans, advances or investments made by Borrower under this Section 5.6(f) of which Borrower’s chief executive officer, chief financial officer or treasurer has knowledge.

SECTION 5.7. INTENTIONALLY DELETED.

SECTION 5.8. PLEDGE OF ASSETS. Mortgage, pledge or grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower's assets now owned or hereafter acquired, except:

(a) any mortgage, pledge, security interest or lien in favor of Bank;

(b) any mortgage, pledge, security interest or lien existing as of the date hereof and described on Schedule 5.8 attached hereto and any renewals, refinancings or extensions thereof, provided that no additional property is made subject thereto;

(c) any mortgage, pledge, security interest or lien (other than any lien imposed under ERISA) for taxes, assessments or governmental charges or levies (i) not yet due or (ii) (A) which Borrower is in good faith contesting or as to which a bona fide dispute has arisen and (B) for which Borrower has made provision, in accordance with generally accepted accounting principles, for eventual payment thereof in the event Borrower is obligated to make such payment;

(d) statutory landlord liens, liens of carriers, warehousemen, mechanics, materialmen and suppliers and other liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that (i) such liens secure only amounts not yet due and payable, (ii) such liens are unfiled and no other action has been taken to enforce such liens or (iii) such liens secure amounts (A) which Borrower is in good faith contesting or as to which a bona fide dispute has arisen and (B) for which Borrower has made provision, in accordance with generally accepted accounting principles, for eventual payment thereof in the event Borrower is obligated to make such payment;

(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation (other than any lien imposed under ERISA) and deposits in the ordinary course of business securing liability insurance carriers under insurance or self-insurance arrangements;

(f) deposits to secure the performance of bids, trade contracts, operating leases, statutory obligations, surety and appeal bonds, performance bonds and other similar obligations incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Borrower;

(h) security interests or liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 6.1(e);

(i) security interests or liens securing indebtedness or liabilities permitted under Section 5.3(d); provided that (i) such security interests or liens do not at any time encumber any property other than the property financed by such indebtedness or liabilities and (ii) such security interests or liens attach to such property concurrently with or within ninety days after the acquisition thereof;

(j) security interests or liens in favor of lessors relating to operating leases;

(k) normal and customary rights of setoff or similar rights or remedies with respect to deposit accounts or other funds in favor of banks or other depository institutions;

(l) liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and

(m) any mortgage, pledge, security interest or lien not contemplated by the foregoing clauses, provided that (i) the aggregate principal amount secured by such mortgage, pledge, security interest or lien shall not at any time exceed $1,000,000 at any one time outstanding and (ii) no condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default shall exist at the time of or would result from the creation, incurrence or assumption of such mortgage, pledge, security interest or lien.

Notwithstanding anything contained herein to the contrary, no provision of this Section 5.8 shall permit Borrower to mortgage, pledge or grant or permit to exist a security interest in, or lien upon, all or any portion of the brokerage and deposit accounts secured by the Security Agreement.

SECTION 5.9. INTENTIONALLY DELETED

SECTION 5.10. NEGATIVE PLEDGE. Enter into a negative pledge agreement similar to the one set forth in Section 5.8 for the benefit of any other person or entity.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.1. The occurrence of any of the following shall constitute an "Event of Default" under this Agreement:

(a) Borrower shall fail to pay (i) when due, any principal payable under any of the Loan Documents, (ii) within five business days after the same becomes due, any interest or fees payable under any of the Loan Documents or (ii) within seven business days after the same becomes due, any other amounts payable under any of the Loan Documents.

(b) Any financial statement or certificate furnished by Borrower to Bank in connection with, or any representation or warranty made by Borrower under, this Agreement or any other Loan Document shall prove to be incorrect, false or misleading in any material respect when furnished or made.

(c) Any default by Borrower in the performance of or compliance with any obligation, agreement or other provision contained herein or in any other Loan Document (other than those referred to in subsections (a) and (b) above) and, with respect to any default of a covenant contained in Article IV or any other default which the Bank deems capable of cure in its sole discretion, such default shall continue for thirty (30) days after the sooner of (i) that date on which Borrower receives written notice of an Event of Default from Bank, or (ii) that date on which a Responsible Officer receives notice of such default or otherwise obtains knowledge of such default.

(d) Any default by Borrower in the payment of any one or more obligations for borrowed money in an aggregate amount in excess of $1,000,000 or any one or more defined events of default under the terms of any contract or instrument (other than any of the Loan Documents) governing any one or more obligations for borrowed money pursuant to which Borrower has incurred any debt or other liability to any person or entity, including Bank, in an aggregate amount in excess of $1,000,000.

(e) The filing of one or more notices of judgment liens against Borrower in an aggregate amount in excess of $1,000,000; or the recording of any one or more abstracts of judgment against Borrower in an aggregate amount in excess of $1,000,000 in any county in which Borrower has an interest in real property; or the service of one or more notices of levy and/or of writs of attachment or execution, or other like processes, against the assets of Borrower in an aggregate amount in excess of $1,000,000; or the entry of one or more judgments against Borrower in an aggregate amount in excess of $1,000,000.

(f) Borrower shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any material portion of its property, or shall generally fail to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Borrower shall file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time ("Bankruptcy Code"), or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors is filed or commenced against Borrower and such petition or proceeding continues undischarged or unstayed for 60 days, or Borrower shall file an answer admitting the jurisdiction of the court and the material allegations of any such involuntary petition; or Borrower shall be adjudicated a bankrupt, or an order for relief shall be entered against Borrower by any court of competent jurisdiction under the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors; or Bank shall reasonably believe that one or more of the foregoing events or circumstances is imminent.

(g) Any impairment of the rights of Bank in any of the Collateral or Proceeds (as such terms are defined in the Security Agreement) or the service of one or more notices of levy and/or of writs of attachment or execution, or other like processes against any Collateral or Proceeds.

(h) Any event or series of events by which, during the 12 month period immediately preceding any such determination, a majority of the members of the board of directors of Borrower cease to be composed of individuals (i) who were members of such board on the first day of such period, (ii) whose election or nomination to such board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of such board, or (iii) whose election or nomination to such board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of such board (excluding, in the case of both clause (ii) and clause (iii) above, any individual whose initial nomination for, or assumption of office as, a member of such board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group and not as a result of a solicitation for the election of one or more directors by or on behalf of such board).

(i) The dissolution or liquidation of Borrower; or Borrower or its directors shall take action seeking to effect the dissolution or liquidation of Borrower.

SECTION 6.2. REMEDIES. Upon the occurrence of any Event of Default: (a) all indebtedness of Borrower under each of the Loan Documents, any term thereof to the contrary notwithstanding, shall at Bank's option and without notice become immediately due and payable without presentment, demand, protest or notice of dishonor, all of which are hereby expressly waived by Borrower; (b) the obligation, if any, of Bank to extend any further credit under any of the Loan Documents shall immediately cease and terminate; and (c) Bank shall have all rights, powers and remedies available under each of the Loan Documents, or accorded by law, including without limitation the right to resort to any or all security for any credit subject hereto and to exercise any or all of the rights of a beneficiary or secured party pursuant to applicable law. All rights, powers and remedies of Bank may be exercised at any time by Bank and from time to time after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. NO WAIVER. No delay, failure or discontinuance of Bank in exercising any right, power or remedy under any of the Loan Documents shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Bank of any breach of or default under any of the Loan Documents must be in writing and shall be effective only to the extent set forth in such writing.

SECTION 7.2. NOTICES. All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to each party at the following address:

BORROWER:

American Woodmark Corporation

3102 Shawnee Drive

Winchester, Virginia 22601

Attention: Glenn Eanes

BANK:

Wells Fargo Bank, National Association

1001 Haxall Point, Suite 706

Richmond, Virginia 23219

Attention: Chad J. Harcum

or to such other address as any party may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy, upon receipt.

SECTION 7.3. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees but not allocated costs of Bank's in-house counsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.

SECTION 7.4. SUCCESSORS, ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties; provided however, that Borrower may not assign or transfer its rights or obligations under any of the Loan Documents without Bank's prior written consent. Bank reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Bank's rights or obligations under each of the Loan Documents. In connection therewith, Bank may disclose (subject to customary confidentiality procedures) all documents and information which Bank now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, or any collateral required hereunder. Bank shall provide Borrower with prior written notice of any sale or assignment of all or any part of, or any interest in, Bank’s rights or obligations under any of the Loan Documents.

SECTION 7.5. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other Loan Documents constitute the entire agreement between Borrower and Bank with respect to each credit subject hereto and supersede all prior negotiations, communications, discussions and correspondence concerning the subject matter hereof. This Agreement may be amended or modified only in writing signed by each party hereto.

SECTION 7.6. NO THIRD PARTY BENEFICIARIES. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their respective permitted successors and assigns, and no other person or entity shall be a third party beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any other Loan Documents to which it is not a party.

SECTION 7.7. TIME. Time is of the essence of each and every provision of this Agreement and each other of the Loan Documents.

SECTION 7.8. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Agreement.

SECTION 7.9. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Agreement.

SECTION 7.10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

SECTION 7.11. BUSINESS PURPOSE. Borrower represents and warrants that each credit subject hereto is for a business, commercial, investment, or other similar purpose and not primarily for a personal, family or household use.

SECTION 7.12. ARBITRATION.

(a) Arbitration . The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit.

(b) Governing Rules . Any arbitration proceeding will (i) proceed in a location in Virginia selected by the American Arbitration Association ("AAA"); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA‘s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA‘s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the "Rules"). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

(c) No Waiver of Provisional Remedies, Self-Help and Foreclosure . The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

(d) Arbitrator Qualifications and Powers . Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the Commonwealth of Virginia or a neutral retired judge of the state or federal judiciary of Virginia, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Virginia and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Virginia Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e) Discovery . In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining information is available.

(f) Class Proceedings and Consolidations . No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

(g) Payment Of Arbitration Costs And Fees . The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h) Miscellaneous . To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.

[SIGNATURE PAGES FOLLOW]

C-202_VA.DOC (Rev. 05/09)

CREDIT AGREEMENT

[SIGNATURE PAGE]

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

BORROWER:

AMERICAN WOODMARK CORPORATION, a Virginia corporation

By:

________________________(SEAL)

Jonathan H. Wolk,

Vice President Finance and CFO

C-202_VA.DOC (Rev. 05/09)

CREDIT AGREEMENT

[SIGNATURE PAGE]

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

BANK:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: ________________________(SEAL)

Name: ________________________

Title: ________________________

C-202_VA.DOC (Rev. 05/09)

SCHEDULE 2.4

LITIGATION

None

C-202_VA.DOC (Rev. 05/09)

SCHEDULE 2.11

ENVIRONMENTAL MATTERS

1.	Claimant	Defendant	AWC Exposure	Date of Notice	Risk of Loss

	North Carolina DEHNR	Seaboard Group	Approximately $84,000	03/26/91	Probable

	Case Description : Seaboard Chemical Corp. operated a waste disposal site in North Carolina until 1990. When the North Carolina Department of Environment, Health and Natural Resources refused to renew their license, Seaboard went bankrupt and was financially unable to close (reclaim) the site. North Carolina law dictates that those participating in waste disposal have ultimate responsibility for closure and clean-up of waste disposal sites. Because American Woodmark disposed of hazardous waste at the Seaboard site from 1980-1988, the company has responsibility for closing the site.

2.	Claimant	Defendant	AWC Exposure	Date of Notice	Risk of Loss

	Virginia DEQ	American Woodmark Corporation		12/31/05	Remote

	Case Description : The Virginia Department of Environmental Quality notified American Woodmark that the company has a potential predicted exceedance of the National Ambient Air Quality Standard. Because American Woodmark is a significant contributor (one who contributes 80% of the exceedance), the company is required to notify VDEQ of the corrective actions it will take to meet the national standard.

3.	Claimant	Defendant	AWC Exposure	Date of Suit	Risk of Loss

	Philip Services Site PRP Group	American Woodmark Corporation	Unknown	05/05/06	Probable

	Case Description : The Philip Services Corp. Site (formerly known as the Thermal Ken Site), located in Rock Hill, South Carolina, is environmentally contaminated. American Woodmark believed its waste was being incinerated at the site but has no proof of incineration. The company has shared responsibility to clean-up the site.

C-202_VA.DOC (Rev. 05/09)

4.	Claimant	Defendant	AWC Exposure		Date of Suit	Risk of Loss

	LWD, Inc. Site	EPA	$	45,000		Likely

	Case Description : The LWD, Inc. Site is an environmental super fund site. American Woodmark delivered paint waste to the site for incineration. The Environmental Protection Agency has notified American Woodmark that the company is required to share the cost of cleaning up the site. The EPA has completed most of the site clean-up.

5.	Claimant	Defendant	AWC Exposure		Date of Suit	Risk of Loss

	EPA	American Woodmark Corporation	$	44,000		Unknown

	Case Description : The Environmental Protection Agency has notified American Woodmark that the hazardous waste storage container located at the company's Hardy County facility is not an approved storage container.

C-202_VA.DOC (Rev. 05/09)

SCHEDULE 5.3

OTHER INDEBTEDNESS

1.	The following letters of credit, issued by Bank of America, N.A. for the account of Borrower:

BENEFICIARY	NUMBER		EXPIRY DATE	AMOUNT
Lumbermens Mutual Casualty Co., American Motorists Insurance Co., American Manufacturers Mutual Insurance Co., American Protection Insurance Co.		3053652	2/1/2010	$	80,000.00
The Travelers Indemnity Company/Credit Risk Management		3054907	3/1/2010	$	145,000.00
XL Specialty Insurance Company, Greenwich Insurance Company		3074321	3/1/2010	$	1,750,000.00
XL Specialty Insurance Company, Greenwich Insurance Company		3081226	3/1/2010	$	1,750,000.00

2.	The following notes or leases:

LENDER	TRANSACTION	ORIGINAL BALANCE		BALANCE AS OF 10/31/09
The Coal Fields Regional Industrial Authority (Perry, Harlan, Leslie, Breathitt Regional Industrial Authority)	Note	$	6,000,000	$	4,722,628
West Virginia Economic Development Authority	Note	$	1,000,000	$	343,451
West Virginia Economic Development Authority	Lease	$	10,000,000	$	8,450,760
Maryland Economic Development Corporation – State of Maryland	Note	$	1,484,320	$	1,484,320
County Commissioner of Allegany County – State of Maryland	Note	$	750,000	$	750,000
The Industrial Development Board of The City of Humboldt, Tennessee	Lease	$	26,561,085	$	20,322,289
Amende' Cabinet Corporation	Note	$	4,500,000	$	4,500,000
Amende' Cabinet Corporation	Note	$	4,000,000	$	4,000,000
County Commissioner of Garrett County – State of Maryland	Note	$	1,290,555	$	1,290,555

C-202_VA.DOC (Rev. 05/09)

SCHEDULE 5.6

LOANS, ADVANCES, INVESTMENTS

1. Amende' Cabinet Corporation – 5,000 Shares

C-202_VA.DOC (Rev. 05/09)

SCHEDULE 5.8

PLEDGE OF ASSETS

1.	Bank of America, N.A. (first lien on deposit account nos. 91000134059813 and 91000134059826 maintained by Borrower with Bank of America, N.A. and all funds now or hereafter on deposit in such deposit account)

2.	Maryland Economic Development Corporation (first lien on real property located at 17600 Barton Park Drive, SW, Cumberland, Maryland 21502)

3.	County Commissioners of Allegany County (second lien on real property located at 17600 Barton Park Drive, SW, Cumberland, Maryland 21502)

4.	West Virginia Economic Development Authority (first lien on real property, equipment, machinery and fixtures located at 117 Southfork Road, Moorefield, West Virginia 26836)

5.	Coal Fields Regional Industrial Authority, Inc. (first lien on real property located at 101 Woodmark Way, Chavies, Kentucky 41727)

6.	County Commissioners of Garrett County (first lien on approximately 37 acres of real property located at Keyser’s Ridge Business Park, Garrett County, Maryland)

6964069_7.DOC

C-202_VA.DOC (Rev. 05/09)

EXHIBIT 10.2

SECURITIES ACCOUNT CONTROL AGREEMENT

(Wells Fargo Securities, LLC Safekeeping)

(Trading Permitted)

THIS SECURITIES ACCOUNT CONTROL AGREEMENT (this "Agreement") is entered into as of December 2, 2009, by and among AMERICAN WOODMARK CORPORATION ("Customer"), WELLS FARGO SECURITIES, LLC ("Intermediary"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Secured Party").

RECITALS

A. Customer maintains that certain Account no. 13146782, and may now or hereafter maintain sub-accounts thereunder or consolidated therewith and all replacements or substitutions therefor, including any account resulting from a renumbering or other administrative re-identification thereof (the "Securities Account") with Intermediary pursuant to an agreement between Intermediary and Customer dated as of November 2, 2009, (the "Account Agreement"), and Customer has granted to Secured Party a security interest in the Securities Account and all financial assets and other property now or at any time hereafter held in the Securities Account.

B. Secured Party, Customer and Intermediary have agreed to enter into this Agreement to perfect Secured Party's security interests in the Collateral, as defined below.

NOW, THEREFORE, in consideration of their mutual covenants and promises, the parties agree as follows:

1. DEFINITIONS. As used herein:

(a) the term "Collateral" shall mean: (i) the Securities Account; (ii) all financial assets credited to the Securities Account; (iii) all security entitlements with respect to the financial assets credited to the Securities Account; (iv) any and all other investment property or assets maintained or recorded in the Securities Account; and (v) whatever is receivable or received when any of the foregoing or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including without limitation, cash proceeds; and

(b) the terms "investment property," "entitlement order," "financial asset" and "security entitlement" shall have the respective meanings set forth in the Minnesota Uniform Commercial Code. The parties hereby expressly agree that all property, including without limitation, cash, certificates of deposit and mutual funds, at any time held in the Securities Account is to be treated as a "financial asset."

2. AGREEMENT FOR CONTROL. Intermediary is authorized by Customer and agrees to comply with all entitlement orders originated by Secured Party with respect to the Securities Account, and all other requests or instructions from Secured Party regarding disposition and/or delivery of the Collateral, without further consent or direction from Customer or any other party.

3. CUSTOMER'S RIGHTS WITH RESPECT TO THE COLLATERAL.

(a) Until Intermediary is notified otherwise by Secured Party:

(i) Customer, or any party authorized by Customer to act with respect to the Securities Account, may give trading instructions to Intermediary with respect to Collateral in the Securities Account; and

(ii) Intermediary may distribute to Customer or any other party in accordance with Customer's directions that portion of the Collateral which consists of interest and/or cash dividends earned on financial assets maintained in the Securities Account.

(b) Without Secured Party's prior written consent, except to the extent permitted by the preceding paragraph: (i) neither Customer nor any party other than Secured Party may withdraw any Collateral from the Securities Account; and (ii) Intermediary will not comply with any entitlement order or request to withdraw any Collateral from the Securities Account given by any party other than Secured Party.

(c) Upon receipt of either written or oral notice from Secured Party: (i) Intermediary shall promptly cease complying with entitlement orders and other instructions concerning the Collateral, including the Securities Account, from all parties other than Secured Party; and (ii) Intermediary shall not make any further distributions of any Collateral to any party other than Secured Party, nor permit any further voluntary changes in the financial assets.

4. INTERMEDIARY'S REPRESENTATIONS AND WARRANTIES. Intermediary represents and warrants to Secured Party that:

(a) The Securities Account is maintained with Intermediary solely in Customer's name.

(b) Intermediary has no knowledge of any claim to, security interest in or lien upon any of the Collateral, except: (i) the security interests in favor of Secured Party; and (ii) Intermediary's liens securing fees and charges, or payment for open trade commitments, as described in the last paragraph of this

Section.

(c) Any claim to, security interest in or lien upon any of the Collateral which Intermediary now has or at any time hereafter acquires shall be junior and subordinate to the security interests of Secured Party in the Collateral, except for Intermediary's liens securing: (i) fees and charges owed by Customer with respect to the operation of the Securities Account; and (ii) payment owed to Intermediary for open trade commitments for purchases in and for the Securities Account.

5. AGREEMENTS OF INTERMEDIARY AND CUSTOMER. Intermediary and Customer agree that:

(a) Intermediary shall flag its books, records and systems to reflect Secured Party's security interests in the Collateral, and shall provide notice thereof to any party making inquiry as to Customer's accounts with Intermediary to whom or which Intermediary is legally required or permitted to provide information.

(b) Intermediary shall send copies of all statements relating to the Securities Account simultaneously to Customer and Secured Party.

(c) Intermediary shall promptly notify Secured Party if any other party asserts any claim to, security interest in or lien upon any of the Collateral, and Intermediary shall not enter into any control, custodial or other similar agreement with any other party that would create or acknowledge the existence of any such other claim, security interest or lien.

(d) Without Secured Party's prior written consent, Intermediary and Customer shall not amend or modify the Account Agreement, other than: (i) amendments to reflect ordinary and reasonable changes in Intermediary's fees and charges for handling the Securities Account; and (ii) operational changes initiated by Intermediary as long as they do not alter any of Customer’s or Secured Party's rights hereunder.

(e) Neither Intermediary nor Customer shall terminate the Account Agreement without giving thirty (30) days' prior written notice to Secured Party.

6. RESPONSIBILITY OF INTERMEDIARY. Except for permitting a withdrawal or payment in violation of Section 3(b), Intermediary shall have no responsibility or liability to Secured Party for making trades of financial assets held in the Securities Account at the instruction of Customer, or its authorized representatives, which are received by Intermediary before it receives notice from Secured Party pursuant to Section 3(c). Intermediary shall have no responsibility or liability to Customer for complying with a notice pursuant to Section 3(c) or complying with entitlement orders received from Secured Party. Intermediary shall comply with entitlement orders received from Secured Party without any duty to investigate or determine their validity. This Agreement does not impose or create any obligation or duty of Intermediary other than those expressly set forth herein.

7. INDEMNIFICATION. Customer and Secured Party agree to indemnify and hold harmless Intermediary, its officers, directors, employees and agents, against claims, liabilities or expenses (including reasonable attorneys’ fees) arising out of Intermediary’s compliance with any instructions from Customer or Secured Party with respect to the Securities Account, except if such claims, liabilities or expenses are caused by Intermediary’s gross negligence or willful misconduct.

8. MISCELLANEOUS.

(a) This Agreement shall not create any obligation or duty of Intermediary except as expressly set forth herein.

(b) As to the matters specifically the subject of this Agreement, in the event of any conflict between this Agreement and the Account Agreement or any other agreement between Intermediary and Customer, the terms of this Agreement shall control.

(c) All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing (unless otherwise specifically provided) and delivered to each party at the address or facsimile number set forth below its signature, or to such other address or facsimile number as any party may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows: (i) if sent by hand delivery, upon delivery; (ii) if sent by facsimile, upon receipt; and (iii) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid.

(d) This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Intermediary may not assign its obligations hereunder without Secured Party's prior written consent.

This Agreement may be amended or modified only in writing signed by all parties hereto.

(e) This Agreement shall terminate upon: (i) Intermediary's receipt of written notice from Secured Party expressly stating that Secured Party no longer claims any security interest in the Collateral; or (ii) termination of the Account Agreement pursuant to the terms hereof and Intermediary's delivery of all Collateral to Secured Party or its designee in accordance with Secured Party's written instructions.

(f) This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

SECURED PARTY:

WELLS FARGO BANK,

NATIONAL ASSOCIATION

By: ________________________(SEAL)

Name: ________________________

Title: ________________________

Address: Wells Fargo Bank, National Association

1001 Haxall Point, Suite 706

Richmond, Virginia 23219

Attention: Mr. Chad J. Harcum

FAX No: 866-588-7983

20091001-0001 Securities Account Control Agreement-Trading Permitted-WFS FR-1088

SECURITIES ACCOUNT CONTROL AGREEMENT

(Wells Fargo Securities, LLC Safekeeping)

(Trading Permitted)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

INTERMEDIARY:

WELLS FARGO SECURITIES, LLC

By: ________________________(SEAL)

Name: Sean O’Farrell

Title: AVP

Address: Wells Fargo Securities, LLC

608 2 nd Avenue South N9303-054

Minneapolis, Mn. 55479

Attn: Sean O’Farrell

FAX No: 612-667-6321

20091001-0001 Securities Account Control Agreement-Trading Permitted-WFS FR-1088

SECURITIES ACCOUNT CONTROL AGREEMENT

(Wells Fargo Securities, LLC Safekeeping)

(Trading Permitted)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

CUSTOMER:

AMERICAN WOODMARK CORPORATION,

a Virginia corporation

By: ________________________(SEAL)

Name: Jonathan H. Wolk,

Title: Vice President Finance and CFO

Address: American Woodmark Corporation

3102 Shawnee Drive

Winchester, Virginia 22601

Attention: Mr. Jonathan H. Wolk

FAX No:

Please send the original agreement to the Pledge Desk at MAC #N9303-054.

7082260_2.DOC

Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities, LLC and Wells Fargo Institutional Securities, LLC, members of FINRA and SIPC, and Wachovia Bank, National Association. Wells Fargo Securities, LLC carries and provides clearing services for Wells Fargo Institutional Securities, LLC customer accounts.

20091001-0001 Securities Account Control Agreement-Trading Permitted-WFS FR-1088

EXHIBIT 10.3

REVOLVING LINE OF CREDIT NOTE

$35,000,000.00 Richmond, Virginia

December 2, 2009

FOR VALUE RECEIVED, the undersigned AMERICAN WOODMARK CORPORATION, a Virginia corporation (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 1001 Haxall Point, Suite 706, Richmond, Virginia 23219, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of THIRTY-FIVE MILLION AND NO/100 DOLLARS ($35,000,000.00), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

DEFINITIONS:

As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined:

(a) “Business Day” means any day except a Saturday, Sunday or any other day on which commercial banks in Virginia are authorized or required by law to close.

(b) “Daily One Month LIBOR Rate” means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1) month period.

(c) "Fixed Rate Term" means a period commencing on a Business Day and continuing for one (1) month, two (2) months or three (3) months, as designated by Borrower, during which all or a portion of the outstanding principal balance of this Note bears interest determined in relation to LIBOR; provided however, that no Fixed Rate Term may be selected for a principal amount less than One Hundred Thousand and No/100 Dollars ($100,000.00); and provided further, that no Fixed Rate Term shall extend beyond the scheduled maturity date hereof. If any Fixed Rate Term would end on a day which is not a Business Day, then such Fixed Rate Term shall be extended to the next succeeding Business Day.

(d) “LIBOR” means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8 of 1%) determined pursuant to the following formula:

LIBOR =	Base LIBOR
	100% - LIBOR Reserve Percentage

(i) "Base LIBOR" means the rate per annum for United States dollar deposits quoted by Bank (A) for the purpose of calculating effective rates of interest for loans making reference to LIBOR, as the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective rates of interest for loans making reference thereto, on the first day of a Fixed Rate Term for delivery of funds on said date for a period of time approximately equal to the number of days in such Fixed Rate Term and in an amount approximately equal to the principal amount to which such Fixed Rate Term applies, or (B) for the purpose of calculating effective rates of interest for loans making reference to the Daily One Month LIBOR Rate, as the Inter-Bank Market Offered Rate in effect from time to time for delivery of funds for one (1) month in amounts approximately equal to the principal amount of such loans. Borrower understands and agrees that Bank may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as Bank in its discretion deems appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the London Inter-Bank Market.

(ii) “LIBOR Reserve Percentage” means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected changes in such reserve percentage during the applicable term of this Note.

INTEREST:

(a) Interest . The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) either (i) at a fluctuating rate per annum determined by Bank to be one and one quarter percent (1.25%) above the Daily One Month LIBOR Rate in effect from time to time, or (ii) at a fixed rate per annum determined by Bank to be one and one quarter percent (1.25%) above LIBOR in effect on the first day of the applicable Fixed Rate Term. When interest is determined in relation to the Daily One Month LIBOR Rate, each change in the interest rate shall become effective each Business Day that the Bank determines that the Daily One Month LIBOR Rate has changed. Bank is hereby authorized to note the date, principal amount and interest rate applicable to each borrowing hereunder and any payments made thereon on Bank's books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted.

(b) Selection of Interest Rate Options . At any time any portion of this Note bears interest determined in relation to LIBOR for a Fixed Rate Term, it may be continued by Borrower at the end of the Fixed Rate Term applicable thereto so that all or a portion thereof bears interest determined in relation to the Daily One Month LIBOR Rate or to LIBOR for a new Fixed Rate Term designated by Borrower. At any time any portion of this Note bears interest determined in relation to the Daily One Month LIBOR Rate, Borrower may at any time convert all or a portion thereof so that it bears interest determined in relation to LIBOR for a Fixed Rate Term designated by Borrower. At such time as Borrower requests an advance hereunder or wishes to select an interest rate determined in relation to the Daily One Month LIBOR Rate or a Fixed Rate Term for all or a portion of the outstanding principal balance hereof, and at the end of each Fixed Rate Term, Borrower shall give Bank notice specifying: (i) the interest rate option selected by Borrower; (ii) the principal amount subject thereto; and (iii) for each LIBOR selection for a Fixed Rate Term, the length of the applicable Fixed Rate Term. Any such notice may be given by telephone (or such other electronic method as Bank may permit) so long as, with respect to each LIBOR selection for a Fixed Rate Term, (A) if requested by Bank, Borrower provides to Bank written confirmation thereof not later than three (3) Business Days after such notice is given, and (B) such notice is given to Bank prior to 10:00 a.m. on the first day of the Fixed Rate Term, or at a later time during any Business Day if Bank, at its sole option but without obligation to do so, accepts Borrower's notice and quotes a fixed rate to Borrower. If Borrower does not immediately accept a fixed rate when quoted by Bank, the quoted rate shall expire and any subsequent LIBOR request from Borrower shall be subject to a redetermination by Bank of the applicable fixed rate. If no specific designation of interest is made at the time any advance is requested hereunder or at the end of any Fixed Rate Term, Borrower shall be deemed to have made a Daily One Month LIBOR Rate interest selection for such advance or the principal amount to which such Fixed Rate Term applied.

(c) Taxes and Regulatory Costs . Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) supplemental, emergency or other changes adopted after the date of this Note in the LIBOR Reserve Percentage, or assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed after the date of this Note by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority issued after the date of this Note, in each case related in any manner to LIBOR and only to the extent they are not included in the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower.

(d) Payment of Interest . Interest accrued on this Note shall be payable on the first day of each month, commencing January 1, 2010.

(e) Default Interest . From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, or at Bank’s option upon the occurrence, and during the continuance of an Event of Default, the outstanding principal balance of this Note shall bear interest until paid in full at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

(a) Borrowing and Repayment . Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal balance of this Note at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on December 31, 2012.

(b) Advances . Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request of (i) the Chief Financial Officer or Treasurer of the Borrower, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower.

(c) Application of Payments . Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof. All payments credited to principal shall be applied first, to the outstanding principal balance of this Note which bears interest determined in relation to the Daily One Month LIBOR Rate, if any, and second, to the outstanding principal balance of this Note which bears interest determined in relation to LIBOR, with such payments applied to the oldest Fixed Rate Term first.

PREPAYMENT:

(a) Daily One Month LIBOR Rate . Borrower may prepay principal on any portion of this Note which bears interest determined in relation to the Daily One Month LIBOR Rate at any time, in any amount and without penalty.

(b) LIBOR . Borrower may prepay principal on any portion of this Note which bears interest determined in relation to LIBOR at any time and in the minimum amount of One Hundred Thousand and No/100 Dollars ($100,000.00); provided however, that if the outstanding principal balance of such portion of this Note is less than said amount, the minimum prepayment amount shall be the entire outstanding principal balance thereof. In consideration of Bank providing this prepayment option to Borrower, or if any such portion of this Note shall become due and payable at any time prior to the last day of the Fixed Rate Term applicable thereto by acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a fee which is the sum of the discounted monthly differences for each month from the month of prepayment through the month in which such Fixed Rate Term matures, calculated as follows for each such month:

(i)

Determine the amount of interest which would have accrued for such month (or, if applicable, for the period from the date of prepayment through the end of such month) on the amount prepaid at the interest rate applicable to such amount had it remained outstanding until the last day of the Fixed Rate Term applicable thereto.

(ii)

Subtract from the amount determined in (i) above the amount of interest which would have accrued for such month (or, if applicable, for the period from the date of prepayment through the end of such month) on the amount prepaid at LIBOR in effect on the date of prepayment for new loans made for the remaining term of such Fixed Rate Term and in a principal amount equal to the amount prepaid.

(iii)

If the amount determined in (ii) above for such month is greater than zero, discount such amount from the last day of such month to the date of prepayment by LIBOR used in (ii) above.

Borrower acknowledges that prepayment of such amount may result in Bank incurring additional costs, expenses and/or liabilities, and that it is difficult to ascertain the full extent of such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a reasonable estimate of the prepayment costs, expenses and/or liabilities of Bank. If Borrower fails to pay any prepayment fee when due, the amount of such prepayment fee shall thereafter bear interest at the rate set forth in subsection (a)(i) of the foregoing Section entitled “Interest.”

EVENTS OF DEFAULT:

This Note is made pursuant to and is subject to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated of even date herewith, as amended from time to time (the “Credit Agreement”). Any defined event of default under the Credit Agreement, shall constitute an “Event of Default” under this Note.

MISCELLANEOUS:

(a) Remedies . Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees but not allocated costs of the holder's in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by the holder or any other person) relating to Borrower.

(b) Governing Law . This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

(c) Business Purpose . Borrower represents and warrants that all loans evidenced by this Note are for a business, commercial, investment, or other similar purpose and not primarily for a personal, family or household use.

[SIGNATURE PAGE FOLLOWS]

C-110X_VA.DOC: Revolving Line; LIBOR/Daily One Month LIBOR

(Rev. 05/09)

REVOLVING LINE OF CREDIT NOTE

[SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

BORROWER:

AMERICAN WOODMARK CORPORATION,

a Virginia corporation

By: ________________________(SEAL)

Jonathan H. Wolk,

Vice President Finance and CFO

6963483_4.DOC

C-110X_VA.DOC: Revolving Line; LIBOR/Daily One Month LIBOR

(Rev. 05/09)

EXHIBIT 10.4

SECURITY AGREEMENT:

SPECIFIC RIGHTS TO PAYMENT

2. OBLIGATIONS SECURED. The obligations secured hereby are the payment and performance of: (a) all present and future Indebtedness of Debtor to Bank; (b) all obligations of Debtor under this Agreement; and (c) all present and future obligations of Debtor to Bank of other kinds. The word "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of Debtor, or any of them, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement (specifically including, without limitation, any Transactional Risk Exposure, as such term is defined in the Addendum to Security Agreement attached hereto), and whether Debtor may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter becomes unenforceable.

3. TERMINATION. This Agreement will terminate upon the performance of all obligations of Debtor to Bank secured hereby, including without limitation, the payment of all Indebtedness of Debtor to Bank secured hereby, and the termination of all commitments of Bank to extend credit to Debtor, existing at the time Bank receives written notice from Debtor of the termination of this Agreement.

4. OBLIGATIONS OF BANK. Any money received by Bank in respect of the Collateral may be deposited, at Bank's option, into the Account or into a securities account which serves as collateral for the Indebtedness secured hereby, and the same shall, for all purposes, be deemed Collateral hereunder. Prior to the occurrence of an Event of Default and on the condition that, after giving effect to such payment, no Event of Default will occur (specifically including, without limitation, a failure to comply with the Required Minimum Value covenant set forth in the Addendum to Security Agreement: Securities Account executed by Borrower for the benefit of Bank and dated of even date herewith, as the same may be modified or amended from time to time) (the “Addendum to Security Agreement”), Bank shall, if instructed to do so in writing by Debtor, apply funds in the Account to pay any Indebtedness secured hereby.

5. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to Bank that: (a) Debtor's legal name is exactly as set forth on the first page of this Agreement, and all of Debtor's organizational documents delivered to Bank are complete and accurate in every respect; (b) Debtor is a corporation registered under the laws of the Commonwealth of Virginia; (c) Debtor’s chief executive office is located at 3102 Shawnee Drive, Winchester, Virginia 22601; (d) Debtor is the owner of the Collateral and Proceeds; (e) Debtor has the exclusive right to grant a security interest in the Collateral and Proceeds; (f) all Collateral and Proceeds are genuine, free from liens, adverse claims, setoffs, default, prepayment, defenses and conditions precedent of any kind or character, except the lien created hereby or as otherwise agreed to by Bank, or as heretofore disclosed by Debtor to Bank, in writing; (g) all statements of Debtor contained herein, are true and complete in all material respects; and (h) no financing statement covering any of the Collateral or Proceeds, and naming any secured party other than Bank, is on file in any public office.

6. COVENANTS OF DEBTOR.

(a) Debtor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to permit Bank to exercise its powers hereunder; (iii) to execute and deliver such documents as Bank reasonably deems necessary to create, perfect and continue the security interests contemplated hereby; (iv) not to change its name, its chief executive office, or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; and (v) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.

(b) Debtor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in writing: (i) that Bank is authorized to file financing statements in the name of Debtor to perfect Bank's security interest in the Collateral and Proceeds; (ii) where applicable, to insure the Collateral with Bank named as loss payee, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Bank; (iii) not to permit any lien on the Collateral or Proceeds, except in favor of Bank; (iv) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, nor withdraw any funds from; (v) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (vi) if requested by Bank following the occurrence of an Event of Default or in order to comply with the Required Minimum Value covenant set forth in the Addendum to Security Agreement, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vii) not to commingle Collateral or Proceeds, or collections thereunder, with other property; and (viii) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims.

7. POWERS OF BANK. Debtor appoints Bank its true attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Bank's officers and employees, or any of them, if an Event of Default has occurred and is continuing: (a) to perform any obligation of Debtor hereunder in Debtor's name or otherwise; (b) to give notice to account debtors or others of Bank's rights in the Collateral and Proceeds, to enforce or forebear from enforcing the same and make extension or modification agreements with respect thereto; (c) to release persons liable on Collateral or Proceeds and to give receipts and acquittances and compromise disputes in connection therewith; (d) to release or substitute security; (e) to resort to security in any order; (f) to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release Bank's interest in the Collateral and Proceeds; (g) to receive, open and read mail addressed to Debtor; (h) to take cash, instruments for the payment of money and other property to which Bank is entitled; (i) to verify facts concerning the Collateral and Proceeds by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (j) to endorse, collect, deliver and receive payment under instruments for the payment of money constituting or relating to Proceeds; (k) to prepare, adjust, execute, deliver and receive payment under insurance claims, and to collect and receive payment of and endorse any instrument in payment of loss or returned premiums or any other insurance refund or return, and to apply such amounts received by Bank, at Bank's sole option, toward repayment of the Indebtedness secured hereby; (l) to exercise all rights, powers and remedies which Debtor would have, but for this Agreement, with respect to all Collateral and Proceeds; (m) to make withdrawals from and to close deposit accounts or other accounts with any financial institution, wherever located, into which Proceeds may have been deposited, and to apply funds so withdrawn to payment of the Indebtedness secured hereby; (n) to preserve or release the interest evidenced by chattel paper to which Bank is entitled hereunder and to endorse and deliver any evidence of title incidental thereto; and (o) to do all acts and things and execute all documents in the name of Debtor or otherwise, deemed by Bank as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder.

8. PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS. Debtor agrees to pay, prior to delinquency, all insurance premiums, taxes, charges, liens and assessments against the Collateral and Proceeds (except (a) such as Debtor may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Debtor has made provision, in accordance with generally accepted accounting principles, for eventual payment thereof in the event Debtor is obligated to make such payment), and upon the failure of Debtor to do so, Bank at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. Any such payments made by Bank shall be obligations of Debtor to Bank, due and payable immediately upon demand, together with interest at a rate determined in accordance with the provisions of this Agreement, and shall be secured by the Collateral and Proceeds, subject to all terms and conditions of this Agreement.

9. EVENTS OF DEFAULT. Any defined event of default under the Credit Agreement shall constitute an “Event of Default” under this Agreement.

10. REMEDIES. Upon the occurrence of any Event of Default, Bank shall have the right to declare immediately due and payable all or any Indebtedness secured hereby and to terminate any commitments to make loans or otherwise extend credit to Debtor. Bank shall have all other rights, powers, privileges and remedies granted to a secured party upon default under the Virginia Uniform Commercial Code or otherwise provided by law, including without limitation, the right (a) to contact all persons obligated to Debtor on any Collateral or Proceeds and to instruct such persons to deliver all Collateral and/or Proceeds directly to Bank, and (b) to sell, lease, license or otherwise dispose of any or all Collateral. All rights, powers, privileges and remedies of Bank shall be cumulative. No delay, failure or discontinuance of Bank in exercising any right, power, privilege or remedy hereunder shall affect or operate as a waiver of such right, power, privilege or remedy; nor shall any single or partial exercise of any such right, power, privilege or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. Any waiver, permit, consent or approval of any kind by Bank of any default hereunder, or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing. It is agreed that public or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable since differences in the prices generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions. While an Event of Default exists: (a) Debtor will deliver to Bank from time to time, as requested by Bank, current lists of all Collateral and Proceeds; (b) Debtor will not dispose of any Collateral or Proceeds except on terms approved by Bank; (c) Bank may, at any time and at Bank's sole option, liquidate any time deposits pledged to Bank hereunder and apply the Proceeds thereof to payment of the Indebtedness secured hereby, whether or not said time deposits have matured and notwithstanding the fact that such liquidation may give rise to penalties for early withdrawal of funds; and (d) at Bank's request, Debtor will assemble and deliver all Collateral and Proceeds, and books and records pertaining thereto, to Bank at a reasonably convenient place designated by Bank. Debtor further agrees that Bank shall have no obligation to process or prepare any Collateral for sale or other disposition.

11. DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunder, Bank may transfer, convey or dispose of such Collateral “as is”, “where is”, “with all faults” or with language of similar import. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys' fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness secured hereby in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness secured hereby, Bank may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred Bank shall retain all rights, powers, privileges and remedies herein given.

12. STATUTE OF LIMITATIONS. Until all Indebtedness secured hereby shall have been paid in full and all commitments by Bank to extend credit to Debtor pursuant to the Credit Agreement have been terminated, the power of sale or other disposition and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time irrespective of the fact that the Indebtedness secured hereby or any part thereof may have become barred by any statute of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due to the payment in full of all Indebtedness secured hereunder.

13. MISCELLANEOUS. Debtor hereby waives any right to require Bank to (i) proceed against Debtor or any other person, (ii) marshal assets or proceed against or exhaust any security from Debtor or any other person, (iii) perform any obligation of Debtor with respect to any Collateral or Proceeds, and (iv) make any presentment or demand, or give any notice of nonpayment or nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any Collateral or Proceeds. Debtor further waives any right to direct the application of payments or security for any Indebtedness secured hereby.

14. NOTICES. All notices, requests and demands required under this Agreement must be in writing, addressed to Bank at the address specified in the Credit Agreement and to Debtor at the address specified in the Credit Agreement, and shall be deemed to have been given or made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy, upon receipt.

15. COSTS, EXPENSES AND ATTORNEYS' FEES. Debtor shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees but not allocated costs of Bank's in-house counsel), expended or incurred by Bank in connection with (a) the perfection and preservation of the Collateral or Bank's interest therein, and (b) the realization, enforcement and exercise of any right, power, privilege or remedy conferred by this Agreement, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Debtor or in any way affecting any of the Collateral or Bank's ability to exercise any of its rights or remedies with respect thereto.

16. SUCCESSORS; ASSIGNS; AMENDMENT. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties, and may be amended or modified only in writing signed by Bank and Debtor.

17. INTENTIONALLY DELETED.

18. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or any remaining provisions of this Agreement.

19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

[SIGNATURE PAGE FOLLOWS]

COMMVA\SECA02A_VA.DOC

Specific Rights to Payment (Rev. 03/08)

IN WITNESS WHEREOF, this Agreement has been duly executed as of December 2, 2009.

AMERICAN WOODMARK CORPORATION ,

a Virginia corporation

By: ________________________(SEAL)

Jonathan H. Wolk,

Vice President Finance and CFO

6963544_4.DOC

COMMVA\SECA02A_VA.DOC

Specific Rights to Payment (Rev. 03/08)

EXHIBIT 10.5

SECURITY AGREEMENT: SECURITIES ACCOUNT

1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned AMERICAN WOODMARK CORPORATION, a Virginia corporation ("Debtor"), hereby grants and transfers to WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") a security interest in (a) Debtor's account no. 13146782 (whether held in Debtor's name or as a Bank collateral account for the benefit of Debtor), any sub-account thereunder or consolidated therewith, and all replacements or substitutions therefor, including any account resulting from a renumbering or other administrative re-identification thereof (collectively, the "Securities Account") maintained with Wells Fargo Securities, LLC ("Intermediary"), (b) all financial assets credited to the Securities Account, (c) all security entitlements with respect to the financial assets credited to the Securities Account, and (d) any and all other investment property or assets maintained or recorded in the Securities Account (with all the foregoing defined as "Collateral"), together with whatever is receivable or received when any of the Collateral or proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including without limitation, (i) all rights to payment, including returned premiums, with respect to any insurance relating to any of the foregoing, (ii) all rights to payment with respect to any claim or cause of action affecting or relating to any of the foregoing, and (iii) all stock rights, rights to subscribe, stock splits, liquidating dividends, cash dividends, dividends paid in stock, new securities or other property of any kind which Debtor is or may hereafter be entitled to receive on account of any securities pledged hereunder, including without limitation, stock received by Debtor due to stock splits or dividends paid in stock or sums paid upon or in respect of any securities pledged hereunder upon the liquidation or dissolution of the issuer thereof (hereinafter called "Proceeds"). Except as otherwise expressly permitted herein, in the event Debtor receives any such Proceeds, Debtor will hold the same in trust on behalf of and for the benefit of Bank and will immediately deliver all such Proceeds to Bank in the exact form received, with the endorsement of Debtor if necessary and/or appropriate undated stock powers duly executed in blank, to be held by Bank as part of the Collateral, subject to all terms hereof. As used herein, the terms "security entitlement," "financial asset" and "investment property" shall have the respective meanings set forth in the Virginia Uniform Commercial Code.

4. OBLIGATIONS OF BANK. Any money received by Bank in respect of the Collateral may be deposited, at Bank's option, into the Securities Account or into a deposit account which serves as collateral for the Indebtedness secured hereby, and the same shall, for all purposes, be deemed Collateral hereunder. Bank shall have no duty to take any steps necessary to preserve the rights of Debtor against prior parties, or to initiate any action to protect against the possibility of a decline in the market value of the Collateral or Proceeds. Bank shall not be obligated to take any action with respect to the Collateral or Proceeds requested by Debtor unless such action is specifically required under this Section 4 and such request is made in writing and Bank determines, in its sole discretion, that the requested action would not unreasonably jeopardize the value of the Collateral and Proceeds as security for the Indebtedness secured hereby. Prior to the occurrence of an Event of Default and on the condition that, after giving effect to such payment, no Event of Default will occur (specifically including, without limitation, a failure to comply with the Required Minimum Value covenant set forth in the Addendum to Security Agreement attached hereto, as the same may be modified or amended from to time), Bank shall, if instructed to do so in writing by Debtor, apply funds in the Account to pay any Indebtedness secured hereby.

5. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to Bank that: (a) Debtor's legal name is exactly as set forth on the first page of this Agreement, and all of Debtor's organizational documents or agreements delivered to Bank are complete and accurate in every respect; (b) Debtor is a corporation registered under the laws of the Commonwealth of Virginia; (c) Debtor’s chief executive office is located at 3102 Shawnee Drive, Winchester, Virginia 22601; (d) Debtor is the owner of the Collateral and Proceeds; (e) Debtor has the exclusive right to grant a security interest in the Collateral and Proceeds; (f) all Collateral and Proceeds are genuine, free from liens, adverse claims, setoffs, default, prepayment, defenses and conditions precedent of any kind or character, except the lien created hereby or as otherwise agreed to by Bank, or heretofore disclosed by Debtor to Bank, in writing; (g) all statements of Debtor contained herein are true and complete in all material respects; (h) no financing statement or control agreement covering any of the Collateral or Proceeds, and naming any secured party other than Bank, exists or is on file in any public office or remains in effect; and (i) no person or entity, other than Debtor, Bank and Intermediary, has any interest in or control over the Collateral.

6. COVENANTS OF DEBTOR.

(a) Debtor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to permit Bank to exercise its powers hereunder; (iii) to execute and deliver such documents as Bank reasonably deems necessary to create, perfect and continue the security interests contemplated hereby; (iv) not to change its name, its chief executive office or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (v) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.

(b) Debtor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in writing: (i) that Bank is authorized to file financing statements in the name of Debtor to perfect Bank's security interest in the Collateral and Proceeds; (ii) not to permit any security interest in or lien on the Collateral or Proceeds, except in favor of Bank and except liens in favor of Intermediary to the extent expressly permitted by Bank in writing; (iii) not to hypothecate or permit the transfer by operation of law of any of the Collateral or Proceeds or any interest therein; (iv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (v) if requested by Bank following the occurrence of an Event of Default or in order to comply with the Required Minimum Value covenant set forth in the Addendum to Security Agreement attached hereto, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (vii) if the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank's interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreement. Debtor further agrees that any party now or at any time hereafter authorized by Debtor to advise or otherwise act with respect to the Securities Account shall be subject to all terms and conditions contained herein and in any control, custodial or other similar agreement at any time in effect among Bank, Debtor and Intermediary relating to the Collateral.

7. POWERS OF BANK. Debtor appoints Bank its true attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Bank's officers and employees, or any of them, if an Event of Default has occurred and is continuing: (a) to perform any obligation of Debtor hereunder in Debtor's name or otherwise; (b) to notify any person obligated on any security, instrument or other document subject to this Agreement of Bank's rights hereunder; (c) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral or Proceeds; (d) to enter into any extension, modification, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or Proceeds, and in connection therewith to deposit or surrender control of the Collateral and Proceeds, to accept other property in exchange for the Collateral and Proceeds, and to do and perform such acts and things as Bank may deem proper, with any money or property received in exchange for the Collateral or Proceeds, at Bank's option, to be applied to the Indebtedness secured hereby or held by Bank under this Agreement; (e) to make any compromise or settlement Bank deems desirable or proper in respect of the Collateral and Proceeds; (f) to insure, process and preserve the Collateral and Proceeds; (g) to exercise all rights, powers and remedies which Debtor would have, but for this Agreement, with respect to all Collateral and Proceeds; and (h) to do all acts and things and execute all documents in the name of Debtor or otherwise, deemed by Bank as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. To effect the purposes of this Agreement or otherwise upon instructions of Debtor, or any of them, Bank may cause any Collateral and/or Proceeds to be transferred to Bank's name or the name of Bank's nominee. If an Event of Default has occurred and is continuing, any or all Collateral and/or Proceeds consisting of securities may be registered, without notice, in the name of Bank or its nominee, and thereafter Bank or its nominee may exercise, without notice, all voting and corporate rights at any meeting of the shareholders of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to such Collateral and/or Proceeds, all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Bank or its nominee to exchange, at its discretion, any and all Collateral and/or Proceeds upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer thereof or Bank of any right, privilege or option pertaining to any shares of the Collateral and/or Proceeds, and in connection therewith, the right to deposit and deliver any and all of the Collateral and/or Proceeds with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Bank may determine. All of the foregoing rights, privileges or options may be exercised without liability on the part of Bank or its nominee except to account for property actually received by Bank. Bank shall have no duty to exercise any of the foregoing, or any other rights, privileges or options with respect to the Collateral or Proceeds and shall not be responsible for any failure to do so or delay in so doing.

9. EVENTS OF DEFAULT. Any defined event of default under the Credit Agreement shall constitute an “Event of Default” under this Agreement.

10. REMEDIES. Upon the occurrence of any Event of Default, Bank shall have the right to declare immediately due and payable all or any Indebtedness secured hereby and to terminate any commitments to make loans or otherwise extend credit to Debtor. Bank shall have all other rights, powers, privileges and remedies granted to a secured party upon default under the Virginia Uniform Commercial Code or otherwise provided by law, including without limitation, the right (a) to contact all persons obligated to Debtor on any Collateral or Proceeds and to instruct such persons to deliver all Collateral and/or Proceeds directly to Bank, and (b) to sell, lease, license or otherwise dispose of any or all Collateral. All rights, powers, privileges and remedies of Bank shall be cumulative. No delay, failure or discontinuance of Bank in exercising any right, power, privilege or remedy hereunder shall affect or operate as a waiver of such right, power, privilege or remedy; nor shall any single or partial exercise of any such right, power, privilege or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. Any waiver, permit, consent or approval of any kind by Bank of any default hereunder, or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing. It is agreed that public or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auctions, are all commercially reasonable since differences in the prices generally realized in the different kinds of dispositions are ordinarily offset by the differences in the costs and credit risks of such dispositions. While an Event of Default exists: (a) Debtor will not dispose of any Collateral or Proceeds except on terms approved by Bank; (b) Bank may appropriate the Collateral and apply all Proceeds toward repayment of the Indebtedness secured hereby in such order of application as Bank may from time to time elect; (c) Bank may take any action with respect to the Collateral contemplated by any control, custodial or other similar agreement then in effect among Bank, Debtor and Intermediary; and (d) at Bank's request, Debtor will assemble and deliver all books and records pertaining to the Collateral or Proceeds to Bank at a reasonably convenient place designated by Bank. For any Collateral or Proceeds consisting of securities, Bank shall have no obligation to delay a disposition of any portion thereof for the period of time necessary to permit the issuer thereof to register such securities for public sale under any applicable state or Federal law, even if the issuer thereof would agree to do so. Debtor further agrees that Bank shall have no obligation to process or prepare any Collateral for sale or other disposition.

11. DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of Collateral hereunder, Bank may transfer, convey or dispose of such Collateral “as is”, “where is”, “with all faults” or with language of similar import. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys' fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness secured hereby in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness secured hereby, Bank may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred, Bank shall retain all rights, powers, privileges and remedies herein given.

17. INTENTIONALLY DELETED.

19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

20. ADDENDUM. Additional terms and conditions relating to the Securities Account are set forth in an Addendum attached hereto and incorporated herein by this reference.

[SIGNATURE PAGE FOLLOWS]

COMMVA\SECA08A_VA.DOC (Rev. 03/08)

IN WITNESS WHEREOF, this Agreement has been duly executed as of December 2, 2009.

AMERICAN WOODMARK CORPORATION,

a Virginia corporation

By: ________________________(SEAL)

Jonathan H. Wolk,

Vice President Finance and CFO

6963489_5.DOC

COMMVA\SECA08A_VA.DOC (Rev. 03/08)

EXHIBIT 10.6

ADDENDUM TO SECURITY AGREEMENT: SECURITIES ACCOUNT

THIS ADDENDUM is attached to and made a part of that certain Security Agreement: Securities Account executed by AMERICAN WOODMARK CORPORATION, a Virginia corporation ("Debtor") in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), dated as of December 2, 2009 (the "Agreement").

The following provisions are hereby incorporated into the Agreement:

1. Securities Account Activity . So long as no Event of Default exists, Debtor, or any party authorized by Debtor to act with respect to the Securities Account, may (a) receive payments of interest and/or cash dividends earned on financial assets maintained in the Securities Account, and (b) trade financial assets maintained in the Securities Account. Without Bank's prior written consent, except as permitted by the preceding sentence, neither Debtor nor any party other than Bank may withdraw or receive any distribution of any Collateral from the Securities Account. The sum of the Collateral Value of the Securities Account, plus one hundred percent of the principal balance of any deposit account of Debtor (each, a “Deposit Account”) maintained with Bank in which Bank has a security interest of first priority to secure the Indebtedness of Debtor to Bank secured hereby and that has been identified by its account number in a security agreement executed by Debtor and delivered to Bank (the “Aggregate Collateral Value”), shall at all times be equal to or greater than one hundred percent (100%) of the outstanding principal balance of the Indebtedness secured hereby, which Indebtedness shall specifically include, without limitation, (i) the face amount of all issued and outstanding letters of credit, if any, and (ii) any Transactional Risk Exposure (as such term is hereinafter defined) (the “Required Minimum Value”). In the event that the Aggregate Collateral Value, for any reason and at any time, is less than the Required Minimum Value, Debtor shall promptly make a principal reduction on the Indebtedness secured hereby, deposit additional assets of a nature satisfactory to Bank into the Securities Accounts or deposit additional funds into a Deposit Account, in any case in amounts or with values sufficient to satisfy the Required Minimum Value and achieve the required Aggregate Collateral Value. As used herein, the term “Transactional Risk Exposure” shall mean, with respect to Debtor’s non-loan exposure related to treasury services products provided by Bank (specifically including, without limitation, controlled disbursement accounts and automated clearinghouse transactions), the amount of such exposure as may have been reported in writing to Debtor by Bank from time to time. Notwithstanding the form or content of such written reports, Debtor hereby acknowledges and agrees that all of such non-loan exposure shall constitute part of the Indebtedness and that the amount of such non-loan exposure may fluctuate from time to time.

2. " Collateral Value " means the percentage set forth below of the lower of the face or market value, or the lower of the face or redemption value, as appropriate, for each type of investment property held in the Securities Account at the time of computation, with such value and the classification of any particular investment property in all instances determined by Bank in its sole discretion, and excluding from such computation (a) all WF Securities and Collective Investment Funds, (b) any stock with a market value of $10.00 or less (provided, however that this clause (b) shall not apply to a Wells Fargo Demand Deposit Account, a Wells Fargo Money Market Account, a Listed Money Market Fund (AAA or Aaa Rated) or Liquid T-Bills), and (c) any investment property which does not have same-day or next-day liquidity (provided, however that this clause (b) shall not apply to a Wells Fargo Demand Deposit Account, a Wells Fargo Money Market Account, a Listed Money Market Fund (AAA or Aaa Rated) or Liquid T-Bills).

Type of Investment Property Percentage

Cash and Cash Equivalents:

Wells Fargo Demand Deposit Account 100%

Wells Fargo Money Market Account 100%

Money Market Funds:

Listed Money Market Fund (AAA or Aaa Rated) 95%

US Government, Treasuries:

Liquid T-Bills 90%

Upon the request of Borrower and upon terms acceptable to Bank, Bank may be willing to consider one or more amendments to this Agreement in order to add other types of investment property to the foregoing list.

3. Exclusion from Collateral . Notwithstanding anything herein to the contrary, the terms "Collateral" and "Proceeds" do not include, and Bank disclaims a security interest in all WF Securities and Collective Investment Funds now or hereafter maintained in the Securities Account.

4. " Collective Investment Funds " means collective investment funds as described in 12 CFR 9.18 and includes, without limitation, common trust funds maintained by Bank for the exclusive use of its fiduciary clients.

5. " WF Securities " means stock, securities or obligations of Wells Fargo & Company or of any affiliate thereof (as the term affiliate is defined in Section 23A of the Federal Reserve Act (12 USC 371(c), as amended from time to time).

[SIGNATURE PAGE FOLLOWS]

C-425A.DOC (Rev. 01/09)

[CmBG; Trading Permitted]

IN WITNESS WHEREOF, this Addendum has been executed as of the same date as the Agreement.

AMERICAN WOODMARK CORPORATION,

a Virginia corporation

By: ________________________(SEAL)

Jonathan H. Wolk,

Vice President Finance and CFO

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: ________________________(SEAL)

Name: ________________________

Title: ________________________

6963498_6.DOC

C-425A.DOC (Rev. 01/09)

[CmBG; Trading Permitted]

EXHIBIT 31.1

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Kent B. Guichard, certify that:

I have reviewed this report on Form 10-Q of American Woodmark Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/Kent B. Guichard
Kent B. Guichard
President and Chief Executive Officer
(Principal Executive Officer)
Date: December 3, 2009

EXHIBIT 31.2

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Jonathan H. Wolk, certify that:

I have reviewed this report on Form 10-Q of American Woodmark Corporation;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/Jonathan H. Wolk
Jonathan H. Wolk
Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: December 3, 2009

EXHIBIT 32.1

CERTIFICATION

Each of the undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

The Quarterly Report on Form 10-Q of American Woodmark Corporation for the quarter ended October 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 3, 2009		/s/ Kent B. Guichard
		Kent B. Guichard
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: December 3, 2009		/s/Jonathan H. Wolk
		Jonathan H. Wolk
		Vice President and Chief Financial Officer
		(Principal Financial Officer)