AMERICAN WOODMARK CORP (Form: 10-K, Received: 07/17/2002 11:38:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2002

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 0-14798

AMERICAN WOODMARK CORPORATION

(Exact name of the registrant as specified in its charter)

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

3102 Shawnee Drive, Winchester, Virginia 22601

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (540) 665-9100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to section 12(g) of the Act:

Common Stock (no par value)

(Title of class)

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

The aggregate market value of the registrant’s Common Stock, no par value, held by non-affiliates of the registrant at July 1, 2002 was $307,699,435 based on the closing price on that date on the Nasdaq National Market.

As of July 1, 2002, 8,273,251 shares of the Registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended April 30, 2002 (“2002 Annual Report”) are incorporated by reference into Parts I and II of this Form 10-K.

Portions of Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 29, 2002 (Proxy Statement) are incorporated by reference into Part III of this Form 10-K.

PART I

Item 1. Business

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. American Woodmark was formed in 1980 by the four principal managers of the Boise Cascade Cabinet Division through a leveraged buyout of that division. American Woodmark was operated privately until 1986 when it became a public company through a registered public offering of our common stock.

American Woodmark currently offers framed stock cabinets in approximately 150 different cabinet lines, ranging in price from relatively inexpensive to medium-priced styles. Styles vary by design and color from natural wood finishes to low-pressure laminate surfaces. The product offering of stock cabinets includes approximately 57 door designs in seven colors. Stock cabinets consist of a common box with standard interior components and an oak, cherry, maple or hickory front frame.

Products are primarily sold under the brand names of American Woodmark ^® , Timberlake ^® , and Shenandoah Cabinetry ^® .

American Woodmark’s products are sold on a national basis across the United States through three primary market channels: independent dealer/ distributors, home centers and major builders. We distribute our products to each market channel directly from our four assembly plants through a third party logistics network.

The primary raw materials we use include oak, maple, cherry and hickory lumber. Additional raw materials include paint, particleboard, manufactured components and hardware. We currently purchase paint from one supplier; however, other sources are available. Our other raw materials are purchased from more than one source and are readily available.

American Woodmark operates in a highly fragmented industry that is composed of several thousand local, regional and national manufacturers. Our principal means for competition rely on our breadth and variety of product offering, expanded service capabilities and affordable quality. We believe that no other company in the industry has more than a 20% share of the market. We also believe that American Woodmark is one of the three largest manufacturers of kitchen cabinets in the United States.

American Woodmark’s business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters. General economic forces and changes in our customer mix have reduced seasonal fluctuations in our revenue over the past few years.

During the last fiscal year, American Woodmark had two customers, The Home Depot and Lowe’s Companies, Inc., which each accounted for more than 10% of our sales. The loss of either would have a material adverse effect on American Woodmark.

As of April 30, 2002, we had 4,386 employees. Approximately 17% of our employees are represented by labor unions. We believe that our employee relations are good.

Item 2. Properties

We lease our Corporate Office which is located in Winchester, Virginia. In addition, we lease one and own twelve manufacturing facilities located primarily in the eastern United States. We also lease eight service centers and four additional office centers located throughout the United States that support the sale and distribution of products to each market channel.

Primary properties include:

LOCATION		DESCRIPTION
Berryville, VA		Manufacturing Facility
Berryville, VA		Service Center
Charlotte, NC		Service Center
Chavies, KY		Manufacturing Facility
Copple, TX		Service Center
Gas City, IN		Manufacturing Facility
Ham Lake, MN		Manufacturing Facility
Hardy County, WV		Manufacturing Facility
Humboldt, TN		Manufacturing Facility
Jackson, GA		Manufacturing Facility
Kingman, AZ		Manufacturing Facility
Monticello, KY		Manufacturing Facility
Moorefield, WV		Manufacturing Facility
Orange, VA		Manufacturing Facility
Orlando, FL		Service Center
Philadelphia, PA		Service Center
Phoenix, AZ		Service Center
Rancho Cordova, CA		Service Center
Tahlequah, OK		Manufacturing Facility
Tampa, FL		Service Center
Toccoa, GA		Manufacturing Facility
Winchester, VA		Corporate Office
Winchester, VA		Office (Customer Service)
Winchester, VA		Office (MIS)
Winchester, VA		Office (Product Dev.)
Winchester, VA		Office (Treasury/Logistics/Credit)

Item 3. Legal Proceedings

In response to this Item, the information under “Legal Matters” under “Note J—Commitments and Contingencies” to the Consolidated Financial Statements and under the caption “Legal Matters” under “Management’s Discussion and Analysis” in the 2002 Annual Report is incorporated herein by reference.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2002.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Registrant as of April 30, 2002 are as follows:

Name	Age	Position(s) Held During Past Five Years
William F. Brandt, Jr.	56	Chairman of the Board from 1996 to present
James J. Gosa	54	President and Chief Executive Officer from 1996 to present
David L. Blount	54	Senior Vice President, Manufacturing from May 1999 to Present; Vice President, Manufacturing from May 1995 to April 1999
Kent B. Guichard	46	Senior Vice President, Finance and Chief Financial Officer from May 1999 to present; Vice President, Finance and Chief Financial Officer from November 1995 to April 1999
Ian J. Sole	46	Senior Vice President, Sales and Marketing from May 1999 to present; Vice President, Sales and Marketing from October 1997 to April 1999; Vice President, International, Hamilton Beach Proctor-Silex from 1996 to 1997

PART II

Item 5. Market for Registrant’s Common Stock and Related Stockholders Matters

In response to this Item, the information under “Market Information” in the 2002 Annual Report is incorporated herein by reference.

EQUITY COMPENSATION PLANS

The following table summarizes our equity compensation plans as of April 30, 2002

	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(a)	Weighted average exercise price of outstanding options, warrants and rights(b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)(c)
Equity compensation plans approved by security holders	737,205	$	23.92	717,696
Equity compensation plans not approved by security holders*	—		—	—

Total	737,205	$	23.92	717,696

The Company does not have equity compensation plans that have not been approved by the security holders

Item 6. Selected Financial Data

In response to this Item, the information under “Five-Year Selected Financial Information” in the 2002 Annual Report is incorporated herein by reference.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In response to this Item, the information under “Management’s Discussion and Analysis” in the 2002 Annual Report is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

In response to this Item, the information under the caption “Risk Factors” in “Management’s Discussion and Analysis” in the 2002 Annual Report is incorporated herein by reference in Item 7.

Item 8. Financial Statements and Supplementary Data

In response to this Item, the Consolidated Financial Statements, Notes to the Consolidated Financial Statements, the information under “Quarterly Results of Operations (Unaudited),” “Management’s Report,” and the Report of Ernst & Young LLP, Independent Auditors, in the 2002 Annual Report are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, (1) the information under “Nominees” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated herein by reference, and (2) the information concerning the executive officers of the Registrant is included in Part I of this report under the caption “Executive Officers of the Registrant.”

Item 11. Executive Compensation

In response to this Item, and in accordance with Instruction G(3) of Form 10-K, the information under “Certain Information Concerning the Board of Directors and its Committees – Compensation of the Board”, “Compensation of Executive Officers”, “Report of the Compensation Committee” and “Performance Graph” in the Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

In response to this Item, and in accordance with Instruction G(3) of Form 10-K, the information under “Principal Shareholders of the Company” in the Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

In response to this Item, and in accordance with Instruction G(3) of Form 10-K, the information under “Certain Transactions” in the Proxy Statement is incorporated herein by reference.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1. Financial Statements

The following financial statements of American Woodmark Corporation are incorporated in this Form 10-K by reference in Item 8:

Consolidated Balance Sheets as of April 30, 2002 and 2001

Consolidated Statement of Income and Retained Earnings—for each year of the three-year period ended April 30, 2002

Consolidated Statement of Cash Flows—for each year of the three-year period ended April 30, 2002

Notes to Consolidated Financial Statements

Management’s Report

Report of Ernst & Young LLP, Independent Auditors

(a) 2. Financial Statement Schedules

The following financial statement schedule is filed as a part of this Form 10-K:

Schedule II—Valuation of Qualifying Accounts for each year of the three-year period ended April 30, 2002

(a) 3. Exhibits

Exhibit No.		Description

3.1—		Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1988).

3.2(a)—		Bylaws (incorporated by reference to Exhibit 3.3 to the Registrant’s Form S-1 (Commission File No. 33-6245) for year ended April 30, 1986).

3.2(b)—		Amendment to Bylaws on June 22, 1994 (incorporated by reference to Exhibit 3.3 to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1994).

3.2(c)—		Amendment to Bylaws on June 17, 1999 (incorporated by reference to Exhibit 3.2(c) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

3.2(d)—		Bylaws of the Registrant as amended on November 28, 2001 (Filed Herewith).

4.1—		The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1, 3.2(a), 3.2(b), 3.2(c), and 3.2(d) hereto).

4.2—		Amended and Restated Stockholders’ Agreement. Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define the rights of holders of the Registrant’s long-term debt securities, where the long-term debt securities authorized under each such instrument do not exceed 10% of the Registrant’s total assets, have been omitted and will be furnished to the Securities and Exchange Commission upon request (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1 (Commission File No. 33-6245) for year ended April 30, 1986).

10.1(a)—		$45,000,000 Financing Agreement Between the Company and Bank of America, N.A. as of February 7, 2000 (incorporated by reference to Exhibit A to the Registrant’s Form 10-Q (Commission File No. 0-14798) for quarter ended January 31, 2000).

10.1(b)—		Revolving Credit Note, $45,000,000, Baltimore, Maryland as of February 7, 2000 (incorporated by reference to Exhibit A to the Registrant’s Form 10-Q (Commission File No. 0-14798) for quarter ended January 31, 2000).

10.1(c)—		Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of June 25, 1993 (incorporated by reference to Exhibit 10.1(b) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1993).

10.1(d)—		Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of March 15, 1993 (incorporated by reference to Exhibit 10.1(d) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1993).

10.1(e)—		Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of August 31, 1993 (incorporated by reference to Exhibit 10.1(e) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1994).

10.1(f)—		Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of March 15, 1994 (incorporated by reference to Exhibit 10.1(f) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1994).

10.1(g)—		Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of July 27, 1994 (incorporated by reference to Exhibit 10.1(e) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1995).

Exhibit No.		Description

10.1(h)—		Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of July 8, 1996 (incorporated by reference to Exhibit 10.1(h) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1997).

10.1(i)—		Amendment to Amended and Restated Loan Agreement as of August 31, 1996 (incorporated by reference to Exhibit 10.1(i) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1997).

10.1(j)—		Loan agreement dated January 31, 2001 By and Between American Woodmark Corporation and the West Virginia Economic Development Authority (incorporated by reference to Exhibit A to the Registrant’s Form 10-Q (Commission File No. 0-14798) for quarter ended January 31, 2001).

10.1(k)—		$35,000,000 Financing Agreement and $10,000,000 Term Loan Facility Between the Company and Bank of America, N.A. as of May 31, 2001 (incorporated by reference to Exhibit 10.1(k) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).

10.2(a)—		Security Agreement between the Company and Nations Bank of North Carolina as of March 23, 1992 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1992).

10.2(b)—		Amendment to Security Agreement as of August 31, 1993 (incorporated by reference to Exhibit 10.2(b) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1994).

10.2(c)—		Second Amendment to Security Agreement as of August 31, 1996 (incorporated by reference to Exhibit 10.2(c) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1997).

10.3(a)—		Bond Purchase Agreement and Agreement of Sale—The Industrial Development Authority of the County of Mohave, Arizona (incorporated by reference to Exhibit 10.3(c) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1987).

10.3(b)—		Bond Purchase Agreement and Agreement of Sales—Stephens County Development Authority (incorporated by reference to Exhibit 10.3(d) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1988).

10.3(c)—		Loan Agreement between the Company and the County Commission of Hardy County, West Virginia as of December 1, 1991, relating to bond financing (incorporated by reference to Exhibit 10.3(f) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1992).

10.3(d)—		Promissory Note between the Company and County Commission of Hardy County, West Virginia as of December 18, 1991 (incorporated by reference to Exhibit 10.3(g) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1992).

10.3(e)—		Reimbursement Agreement between the Company and NationsBank as of December 1, 1991 (incorporated by reference to Exhibit 10.3(h) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1992).

10.3(f)—		Amendment to Reimbursement Agreements as of June 15, 1992 (incorporated by reference to Exhibit 10.3(i) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1992).

10.4(a)—		Deed of Trust and Security Agreement—Hardy County, West Virginia, as amended (incorporated by reference to Exhibit 10.4(b) to the Registrant’s Form S-1 (Commission File No. 33-6245) for year ended April 30, 1986).

Exhibit No.		Description

10.5(a)—		Security Agreement between the Company and the West Virginia Economic Development Authority (incorporated by reference to Exhibit 10.5(b) to the Registrant’s Form S-1 (Commission File No. 33-6245) for year ended April 30, 1986).

10.5(b)—		Deed of Trust—Hardy County, West Virginia (incorporated by reference to Exhibit 10.5(c) to the Registrant’s Form S-1 (Commission File No. 33-6245) for year ended April 30, 1986).

10.6(a)—		Lease, dated November 1, 1984, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6(a) to the Registrant’s Form S-1 (Commission File No. 33-6245) for year ended April 30, 1986).

10.6(b)—		Lease, dated July 9, 1987, between the Company and the West Virginia Industrial and Trade Jobs Development Corporation (incorporated by reference to Exhibit 10.6(n) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1988.

10.6(c)—		Lease, dated December 15, 2000, between the Company and the Industrial Development Board of The City of Humboldt, Tennessee (incorporated by reference to Exhibit 10.6(d) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001.

10.7(a)—		1986 Employee Stock Option Plan (incorporated by reference to Exhibit 10.7(a) to the Registrant’s Form S-1 (Commission File No. 33-6245) for year ended April 30, 1986).

10.7(b)—		Form of Option Agreement and Stock Purchase Agreement (incorporated by reference to Exhibit 10.7(b) to the Registrant’s Form S-1 (Commission File No. 33-6245) for year ended April 30, 1986).

10.7(c)—		1995 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 28 to the Registrant’s Form S-8 (Commission File No. 33-12631) dated September 25, 1996).

10.7(d)—		1996 Stock Option Plan (incorporated by reference to Exhibit 28 to the Registrant’s Form S-8 (Commission File No. 33-12623) dated September 25, 1996).

10.7(e)—		1999 Stock Option Plan (incorporated by reference to Appendix B, to the Registrant’s Form DEF-14A (Commission File No. 01-14798) for year ended April 30, 1999).

10.7(f)—		2000 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 10.7(f) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).

10.7(g)—		Shareholder Value Plan for Employees (incorporated by reference to Exhibit 10.7(g) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).

10.7(h)—		Shareholder Value Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.7(h) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).

10.8(a)—		2001 Annual Incentive Plan for Chairman and President/CEO (incorporated by reference to Exhibit 10.8(a) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).

10.8(b)—		2001 Annual Incentive Plan for Senior Vice Presidents (incorporated by reference to Exhibit 10.8(b) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).

10.8(c)—		Management Contract—Employment Agreement for Mr. James Jake Gosa, President and Chief Executive Officer (Filed Herewith).

Exhibit No.		Description
10.8(d)—		Management Contract—Employment Agreement for Mr. Kent B. Guichard, Senior Vice President, Finance and Chief Financial Officer (Filed Herewith).

10.8(e)—		Management Contract—Employment Agreement for Mr. Ian J. Sole, Senior Vice President, Sales and Marketing (Filed Herewith).

10.8(f)—		Management Contract—Employment Agreement for Mr. David L. Blount, Senior Vice President, Manufacturing (Filed Herewith).

10.9—		ISDA Master Agreement between NationsBank, N.A. and American Woodmark Corporation dated as of May 29, 1998 (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-1K (Commission File No. 0-14798) for year ended April 30, 1998).

10.10(a)—		Loan Agreement between the Company and the West Virginia Economic Development Authority as of November 20, 1998 Relating to equipment financing (incorporated by reference to Exhibit 10.10(a) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

10.10(b)—		Promissory Note between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(b) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

10.10(c)—		Security Agreement between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(c) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

10.10(d)—		Amendment of Deed of Lease between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(d) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

10.10(e)—		Promissory Note between the Company and the Wayne County EZ Industrial Development Authority of Kentucky dated as of July 22, 1998 (incorporated by reference to Exhibit 10.10(e) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

10.10(f)—		Promissory Note between the Company and Amende Cabinet Corporation, a wholly owned subsidiary of the Company, dated as of July 30, 1998 (incorporated by reference to Exhibit 10.10(f) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

10.10(g)—		Credit Agreement between the Company and NationsBank, N. A. dated as of September 1, 1998 (incorporated by reference to Exhibit 10.10(g) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

10.10(h)—		Loan Agreement between the Company and Wells Fargo Bank, N. A. dated as of March 23, 1999 (incorporated by reference to Exhibit 10.10(h) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

10.10(i)—		Promissory Note between the Company and NationsBank, N. A. dated as of July 31, 1989 (incorporated by reference to Exhibit 10.10(i) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

10.10(j)—		Loan Agreement between Perry, Harlan, Leslie, Brethitt Regional Industrial Authority, Inc. as of March 1, 2002 (Filed Herewith)

Exhibit No.		Description

10.10(k)		Loan Agreement between the Company and Amende Cabinet Corporation, a wholly owned subsidiary of the Company, dated December 31, 2001 (Filed Herewith)

13—		2002 Annual Report to Shareholders (Filed Herewith)

21—		Subsidiaries of the Company (Filed Herewith)

23—		Consent of Ernst & Young LLP, Independent Auditors (Filed Herewith)

(b) Reports on Form 8-K

None.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

AMERICAN WOODMARK CORPORATION

(In Thousands)

Description(a)	Balance at Beginning Of Period		Additions Charged to Cost and Expenses			Other		Deductions			Balance At End Of Period
Year ended April 30, 2002:
Allowance for doubtful accounts	$	1,350	$	44		$	—	$	(595	)(b)	$	799

Reserve for cash discounts	$	750	$	9,030	(c)	$	—	$	(8,965	)(d)	$	815

Reserve for sales returnsand allowances	$	2,556	$	10,196	(c)	$	—	$	(9,740	)	$	3,012

Year ended April 30, 2001:
Allowance for doubtful accounts	$	769	$	996		$	—	$	(415	)(b)	$	1,350

Reserve for cash discounts	$	530	$	8,043	(c)	$	—	$	(7,823	)(d)	$	750

Reserve for sales returnsand allowances	$	2,186	$	10,353	(c)	$	—	$	(9,983	)	$	2,556

Year ended April 30, 2000:
Allowance for doubtful accounts	$	422	$	628		$	—	$	(281	)(b)	$	769

Reserve for cash discounts	$	545	$	6,742	(c)	$	—	$	(6,757	)(d)	$	530

Reserve for sales returns and allowances	$	1,596	$	8,709	(c)	$	—	$	(8,119	)	$	2,186

(a)

All reserves relate to accounts receivable.

(b)

Principally write-offs, net of collections.

(c)

Reduction of gross sales.

(d)

Cash discounts granted.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

						A MERICAN W OODMARK C ORPORATION (Registrant)

						By:		/s/ J AMES J. G OSA
								James J. Gosa President and Chief Executive Officer

July 18, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ J AMES J. G OSA James J. Gosa	Chief Executive Officer (Principal Executive Officer) Director	July 18, 2002

/ S / K ENT B. G UICHARD Kent B. Guichard	Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) Director	July 18, 2002

/s/ D ENNIS M. N OLAN , J R . Dennis M. Nolan, Jr.	Corporate Controller (Principal Accounting Officer)	July 18, 2002

/s/ W ILLIAM F. B RANDT , J R . William F. Brandt, Jr.	Chairman of the Board Director	July 18, 2002

/s/ D ANIEL T. C ARROLL Daniel T. Carroll	Director	July 18, 2002

/s/ C. A NTHONY W AINWRIGHT Anthony Wainwright	Director	July 18, 2002

/s/ M ARTHA M. D ALLY Martha M. Dally	Director	July 18, 2002

/s/ F RED S. G RUNEWALD Fred S. Grunewald	Director	July 18, 2002


/s/ K ENT J. H USSEY Kent J. Hussey	Director	July 18, 2002

/s/ A LBERT L. P RILLAMAN Albert L. Prillaman	Director	July 18, 2002

/s/ J AMES G. D AVIS James G. Davis	Director	July 18, 2002

In accordance with Securities and Exchange Commission requirements, the Company will furnish copies of all exhibits to its Form 10-K not contained herein upon receipt of a written request and payment of $.10 (10 cents) per page to:

Mr. Kent Guichard

Senior Vice President, Finance and

Chief Financial Officer

American Woodmark Corporation

P.O. Box 1980

Winchester, Virginia 22604-8090

Exhibit 3.2 (a)

BYLAWS
OF
AMERICAN WOODMARK CORPORATION

Article I - Stock

(S) 1. Transfers of stock on the stock transfer books of the corporation shall only be made by the person named in the certificate or by attorney, lawfully constituted in writing, and only upon surrender of the certificate or certificates therefore. The Board of Directors may make reasonable regulations for the transfer of stock.

(S) 2. Only stockholders at record on the stock transfer books of the corporation shall be entitled to be treated by the corporation as stockholders of the corporation, and the corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof.

(S) 3. In case of loss or destruction of any certificate of stock, another may be issued in its place upon proof of such loss or destruction and upon giving of a satisfactory bond of indemnity to the corporation in such sum and with such surety as the Board of Directors may provide.

Article II Meetings of Stockholders

(S) 1. The annual meeting of the stockholders, for the election of directors and transaction of such other business as may come before the meeting, shall be held in each year on such day and at such hour as may, from time to time, be fixed by resolut1on of the Board of Directors.

(S) 2. Special meetings of the stockholders of the corporation may be held at any time upon the call of the President or of the Board of Directors. Special meetings shall be called by the President upon the written request of stockholders holding at least one-tenth of the stock of the corporation entitled to vote at the meeting.

(S) 3. At each meeting of the stockholders, the President or, in his absence, a Vice-President of the corporation shal1 be Chairman of the meeting, and the Secretary, or, in his absence, an Assistant Secretary of the corporation shall be Secretary thereof.

(S) 4. At each meeting of the stockholders, the Chairman may, and if requested by any stockholder entitled to vote and holding not 1ess than one-tenth of the stock entitled to vote at the meeting shall, appoint a committee to examine and pass upon the sufficiency of instruments appointing proxies, to report the amount of stock represented at the meeting, and to supervise voting and ascertain the results thereof.

(S) 5. The procedure at each meeting of the stockholders shall be determined by the Chairman, and the vote on all questions before any meeting shall be, subject to the provision of Section 4 of this Article, taken in such manner as the Chairman prescribes. But upon the demand of any stockholder entitled to vote and holding not less than one-tenth of the stock entitled to vote at the meeting, any such vote shall be by ballot.

(S) 6. All committees created at any meeting of the stockholders shall be appointed by the Chairman, unless otherwise directed by the meeting.

Article III - Board of Directors

(S) 1. There shall be a Board of Directors consisting of four persons.

(S) 2. A meeting of the Board of Directors shall be held without notice as soon as practicable after each annual meeting of the stockholders. Regular meetings of the Board of Directors may be held without notice at such time and place as the Board of Directors may by resolution designate. Special meetings may be called at any time by the President, a Vice President or by any two directors. Notice of special meetings of the Board of Directors shall be given to each director by mail, telegraph or other written communication delivered at least two days before the meeting (not counting the day on which the notice is mailed, telegraphed or delivered but counting the day of the meeting), which notice shall specify the time and place of the meeting.

Members of the Board of Directors, the Executive Committee or other committee designated by the Board may participate in a meeting of such Board, Committee or other committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. A written record shall be made of the action taken at any such meeting.

(S) 3. Less than a quorum of directors may adjourn any meeting from time to time to such place and time as such directors may determine, and no notice of any such adjournment need be given to the other directors.

(S) 4. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate two or more of their number to constitute an Executive Committee, which to the extent provided in said resolution, shall have and may exercise all of the authority of the Board of Directors except to approve an amendment of the articles of incorporation or plan of merger or consolidation.

ARTICLE IV - Officers, Agents and Employees

(S) 1. The officers of the corporation shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer, who shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders, to hold office until the first meeting of the Board following the next annual meeting of the stockholders and until their successors are elected, unless sooner removed by the Board of Directors. A Chairman of the Board and other officers may be elected by the Board to hold office for the terms prescribed by the Board.

(S) 2. The President shall be the chief executive officer and shall have general supervisor and control of the other officers of the corporation.

(S) 3. Each Vice-President shall perform such duties as may be required of him by the President or the Board of Directors of the corporation.

(S) 4. The Secretary shall record all proceedings of the meetings of the stockholders and directors in books kept for that purpose and shall maintain or cause to be maintained the record of stockholders of the corporation. He shall see that all notices of meetings are given as required by these bylaws and by the laws of the State of Virginia and shall perform such other duties as the President or the Board of Directors of the corporation may require.

(S) 5. The Treasurer shall have the custody of all moneys and securities of the corporation and shall deposit the same in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall keep full and accurate books and records of account, shall disburse the funds of the corporation as may be required and shall perform such other duties as the President or the Board of Directors may require.

(S) 6. While any officer of the corporation is absent or unable to act, the President may by written order, or the Board of Directors may by resolution, delegate the powers of such office to any other officer or employee of the corporation.

(S) 7. All checks, drafts, notes and orders for the payment of money issued by the corporation and contracts and other documents requiring the signature of the corporation shall be signed by such officer or officers of the corporation as the Board of Directors may from time to time designate, and any endorsement of such paper in the ordinary course of business shall be similarly made, except that any officer, assistant officer or employee of the corporation may endorse checks, drafts or notes for collection or deposit to the credit of the corporation.

Article V -Corporate Seal

The seal of the corporation shall be in such form as may be approved by the Board of Directors of the corporation. It shall be attested by the Secretary or an Assistant Secretary of the corporation.

Article VI - General

These bylaws shall not deprive the corporation, the Board of Directors or any director of rights or privileges conferred by the statutes of Virginia.

Article VII - Amendments

These bylaws may be amended at any regular or special meeting of the Board of Directors.

UNANIMOUS CONSENT OF
THE SHAREHOLDERS OF
AMERICAN WOODMARK CORPORATION
IN LIEU OF ANNUAL MEETING

The undersigned, being all the shareholders of American Woodmark Corporation (the "Corporation"), do consent and agree, pursuant to (S)13.1-28 of the Code of Virginia, to the following resolutions, being corporate action to be hereafter taken:

RESOLVED, that Article III, (S)1 of the Bylaws of the Corporation are hereby amended to read as follows:

There shall be a Board of Directors consisting of six (6) persons.

RESOLVED, that the following persons are hereby elected to serve as directors of the Corporation until the next annual meeting of shareholders:

William F. Brandt, Jr.

Jeffrey S. Holcomb
Donald P. Mathis
Richard A. Graber
John T. Gerlach
Georqe McCown

IN WITNESS WHEREOF, we have hereunto set our hands as of this 24th day of July, 1980.

/s/ William F. Brandt, Jr.
--------------------------------
William F. Brandt, Jr.

/s/ Jeffrey S. Holcomb
--------------------------------
Jeffrey S. Holcomb

/s/ Donald P. Mathias
--------------------------------
Donald P. Mathias

/s/ Richard A. Graber
--------------------------------
Richard A. Graber

AMERICAN WOODMARK CORPORATION

UNANIMOUS CONSENT OF DIRECTORS

The undersigned, being all of the directors of the Corporation, hereby consent to the adoption of the following resolutions:

RESOLVED, that the Corporations 1980 Stock Option Plan is hereby terminated. (Includes 10/7/85 Amendment and Restatement.)

RESOLVED, that Article III, (S)1 of the Bylaws of the Corporation is hereby amended to read as follows:

There shall be a Board of Directors consisting of seven persons.

RESOLVED, that Daniel T. Carroll is hereby elected as a director of the Corporation, filling the vacancy created by the foregoing amendment to the Bylaws of the Corporation and to serve until the next annual meeting of shareholders.

Dated: May 23, 1986


/s/William F. Brandt, Jr.
--------------------------------
William F. Brandt, Jr.

/s/Richard A. Graber
--------------------------------
Richard A. Graber

/s/Jeffrey S. Holcomb
--------------------------------
Jeffrey S. Holcomb

/s/Donald P. Mathias
--------------------------------
Donald P. Mathias

John T. Gerlock

George E. Alvarez

Exhibit 3.2(b)

AMERICAN WOODMARK CORPORATION
BOARD RESOLUTION

On June 22, 1994, the Board of Directors of American Woodmark Corporation held an executive session and consented to the adoption of the following resolution:

RESOLVED, that Article III, paragraph 1 of the Bylaws of the Corporation is hereby amended to read as follows:

There shall be a Board of Directors consisting of eight persons.

Corporate Seal

Exhibit 3.2(c)

American Woodmark Corporation
Resolution of the Board of Directors

On June 17, 1999, the Board of Directors of American Woodmark Corporation approved the following resolution by unanimous consent:

RESOLVE, that Article 111, paragraph 1 of the Bylaws of the Corporation is hereby amended to read as follows:

There shall be a Board of Directors consisting of nine persons.

/s/ Kent Guichard
----------------------
Kent Guichard
Corporate Secretary

Corporate Seal

Exhibit 3.2(d)

American Woodmark Corporation
Resolution of the Board of Directors

On November 29, 2001, the Board of Directors of American Woodmark Corporation approved the following resolution by unanimous consent:

RESOLVED, that Article III, paragraph 1 of the Bylaws of the Corporation is hereby amended to read as follows:

There shall be a Board of Directors consisting of ten persons.

/s/ Kent Guichard
-----------------
Kent Guichard
Corporate Secretary

Corporate Seal

EXHIBIT 10.8 (c)

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made as of January 1, 2002, between Mr. James Gosa, (the "Employee") and American Woodmark Corporation, a Virginia corporation (the "Company").

WHEREAS, the Company desires to assure that it will have the benefit of the continued service and experience of the Employee, who is an integral part of the Company's senior management, and the Employee is willing to enter into an agreement to such end upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:

1. Employment. The Company hereby employs the Employee and the Employee hereby accepts employment upon and agrees to the terms and conditions set forth herein.

2. Term. The term of employment under this Agreement (the "Term") shall commence upon execution of this Agreement by both parties and end on December 31, 2003; provided, however, that beginning on January 1, 2003, and each January 1 thereafter, the Term of this Agreement shall automatically be extended for one additional calendar year unless, on or before November 1 of the preceding year, either party gives notice that employment under this Agreement will not be so extended; and further provided that if a Change of Control (as defined below) occurs during the original or extended term of this Agreement, this Agreement shall

continue in effect for a period of 24 months beyond the month in which the Change of Control occurred.

Notwithstanding the foregoing, as provided in Section 7(c), this Agreement shall terminate immediately upon the Employee's death, disability or retirement, or if the Employee voluntarily terminates his employment under circumstances to which Section 7(d) does not apply.

3. Compensation.

a. Salary. During the Employee's employment hereunder, the Company shall pay the Employee for all services rendered by the Employee a base salary at an annual rate of at least $500,000, with upward annual adjustments as the Company shall deem appropriate from time to time and as approved according to the general practices of and under the authority levels required by the Company. Such salary shall be payable to the Employee in accordance with the Company's usual payroll practices for salaried employees.

b. Annual Cash Bonus. In addition to base salary, the Employee shall be eligible to participate in the Company's annual incentive program with a bonus opportunity of between 0% and 110% of the Employee's base salary. The actual amount of such bonus for any fiscal year shall be related to the achievement of certain performance objectives to be set at the beginning of each fiscal year by the Board of Directors of the Company (the "Board"). Nothing in this Agreement, however, shall be construed as a guarantee of an annual payment of the annual cash bonus.

c. Other Executive Compensation Benefits. The Employee shall also be covered by any other executive compensation policies, benefits, plans, or programs as are

afforded generally by the Company from time to time to its senior personnel, including but not limited to grants of stock options and shareholder value units and participation in the American Woodmark Corporation Pension Restoration Plan. Nothing in this Agreement, however, shall be construed as a guarantee that the Board or the Compensation Committee of the Board (the "Committee") will approve any level of such benefits that are at the sole discretion of the Board or the Committee.

d. Other Salaried Benefits. The Employee shall also be covered by any employee benefit plans, policies, or programs as are generally available from time to time to other salaried employees of the Company.

4. Duties. The Employee shall continue to perform his duties as President and Chief Executive Officer of the Company and shall faithfully and to the best of his ability perform such duties and responsibilities as may be reasonably assigned by the Board.

5. Extent of Services. During the Employee's employment hereunder, the Company expects and the Employee agrees that the Employee shall devote sufficient time, attention and energy to the business of the Company so as to adequately fulfill his assigned duties and responsibilities. Furthermore, the Company and the Employee agree that the business of the Company shall take reasonable priority over any other active business engaged in by the Employee.

6. Restrictive Covenants.

severance payments pursuant to Section 7(b) (if applicable), directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture in competition in the United States with the business of the Company. For purposes of this Section
6(a), a business or venture shall be deemed to be in competition with the business of the Company if that business or venture or any of its affiliates manufactures, distributes, or otherwise engages in the design, sale, or transportation of cabinets for residential use, including but not limited to, such cabinet products intended for primary use in the kitchen or bathroom. Nothing in this Section 6(a), however, shall prohibit the Employee from owning securities of the Company or from owning as an inactive investor up to 5% of the outstanding voting securities of any issuer which is listed on the New York or American Stock Exchange or as to which trading is reported or quoted on the NASDAQ system. If the Employee elects to directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture which is in competition in the United States with the business of the Company, the Employee acknowledges that the Company is entitled to immediately terminate any and all severance payments being made pursuant to
Section 7(b), if any, and other benefits payable under this Agreement as a result of the Employee's termination of employment under the conditions set forth in Section 7(b).

b. Non-solicitation Agreement. Except with the prior written consent of the Company, the Employee shall not directly or indirectly hire or employ in any capacity or solicit the employment of or offer employment to or entice away or in any other manner persuade or

attempt to persuade any person employed by the Company or any of its subsidiaries to leave the employ of any of them. This Agreement shall remain in full force and effect for a period of 18 months after the end of the Term.

c. Confidential Information. The Employee further agrees to keep confidential, and not to use for his personal benefit or for any other person's benefit, any and all proprietary information received by the Employee relating to inventions, products, production methods, financial matters, sources of supply, markets, marketing methods and customers of the Company in existence on the date hereof or developed by or for the Company during the Term. This Section 6(c) shall remain in full force and effect after the Term without limit in point of time, but shall cease to apply to information that legitimately comes into the public domain.

d. Specific Enforcement. It is agreed and understood by the parties hereto that, in view of the nature of the business of the Company, the restrictions in Sections 6(a), (b) and (c) above are reasonable and necessary to protect the legitimate interests of the Company, monetary damages alone are not an adequate remedy for any breach of such provisions, and any violation thereof would result in irreparable injuries to the Company. The Employee therefore acknowledges that, in the event of his violation of any of such restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

e. Severability and Extension. If the period of time or the area specified in Section 7(a) above is determined to be unreasonable in any proceeding, such period shall be

reduced by such number of months or the area shall be reduced by the elimination of such portion thereof, or both, so that such restrictions may be enforced for such time and in such area as is determined to be reasonable. If the Employee violates any of the restrictions contained in Section 7(a) above, the restrictive period shall not run in favor of the Employee from the time of the commencement of any such violation until such time as such violation shall cease.

7. Termination of Employment and Severance Payments.

a. Termination for Cause. During the Term, the Company may terminate the Employee's employment under this Agreement at any time for Cause (as hereinafter defined) upon written notice specifying the Cause and the date of termination. Payments under this Agreement shall cease as of the date of termination for Cause. For purposes of this Agreement, "Cause" means neglect of duty which is not corrected after 90 days' written notice thereof; misconduct, malfeasance, fraud, or dishonesty which materially and adversely affects the Company or its reputation in the industry; or the conviction for, or the entering of a plea of Nolo Contendere to, a felony or a crime involving moral turpitude.

b. Termination without Cause. During the Term, the Company may terminate the Employee's employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination. If on an effective date that is during the Term, the Company terminates the Employee's employment for reasons other than Cause (which includes but is not limited to termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without Cause), then the Company shall pay the Employee severance payments equal to his base salary for a period of 18 months. For purposes of the preceding sentence, the Employee's base salary

shall be equal to the greater of (i) the base salary in effect on the date of termination or (ii) the Employee's highest base salary rate in effect during the Term of this Agreement. Severance payments shall be made in accordance with the Company's usual payroll practices for salaried employees over a period consistent with the period of severance as defined above.

c. Termination in Event of Death, Disability, Retirement or Voluntary Quit. If the Employee dies, becomes disabled, or retires during the Term, or if the Employee voluntarily terminates his employment during the Term under circumstances to which Section 7(d) does not apply, his employment under this Agreement shall terminate immediately and payment of his base salary hereunder shall cease as of the date of termination; provided, however, that the Company shall remain liable for payment of any compensation owing but not paid as of the date of termination for services rendered before termination of employment. For purposes of this Agreement, the Employee shall be deemed to be disabled if the Company determines, with the assistance of independent experts selected by the Company, that the Employee is unable to perform his duties hereunder for any period of three consecutive months or for six months in any twelve-month period.

d. Termination on Change of Control. By delivering 15 days' written notice to the Company, the Employee may terminate his employment under this Agreement for any reason at any time within two years after a Change of Control. For purposes of this Agreement, "Change of Control" means an event described in (i), (ii), (iii), or (iv):

Company; (B) any acquisition of Stock by management employees of the Company; or (C) the ownership of Stock by a Group that owns 10% or more of the Stock or Voting Power of the Company on the date of this Agreement; provided, however, that the acquisition of additional Stock by any such Group other than management employees in an amount greater than 5% of the then outstanding Stock shall not be excluded and shall constitute a Change of Control.

(ii) Individuals who constitute the Board of Directors of the Company on the date of this Agreement (the "Incumbent Board") cease to constitute at least a majority of the Board of Directors of the Company, provided that any director whose nomination was approved by a majority of the Incumbent Board shall be considered a member of the Incumbent Board unless such individual's initial assumption of office is in connection with an actual or threatened election contest.

(iii) Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, in which the owners of 100% of the Stock or Voting Power of the Company do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the Stock or Voting Power of the corporation resulting from such reorganization, merger or consolidation.

(iv) A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

promulgated under the Act; "Stock" means the then outstanding shares of common stock of the Company; and "Voting Power" means the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors.

e. Severance Payments. If the Employee terminates his employment within two years after a Change of Control pursuant to Section 7(d), or if the Company terminates the Employee's employment for any reason other than Cause (as defined in Section 7(a)) either within three months before or within two years after a Change of Control, the Employee shall be entitled to a severance payment under this Section 7(e) equal to 2.99 times the sum of (i) the Employee's annual base salary in effect at the termination of employment or, if greater, the Employee's largest annual base salary rate in effect during the term of this Agreement, plus (ii) an amount equal to the greater of the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which employment is terminated or 60% of the maximum eligible annual cash bonus for the year of termination. This severance payment shall be made to the Employee in a single lump sum within 10 business days of the date of the Employee's termination of employment. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change of Control determine that such single payment, together with other compensation received by the Employee that is contingent on a Change of Control, would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to the Employee shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting "excess parachute payments."

8. Vacation. During the Term, the Employee shall be entitled to a vacation in each calendar year in accordance with the Company's policy; during this vacation, his compensation shall be paid in full.

9. Insurance. In accordance with Section 3(d), while he is employed by the Company, the Employee and his eligible dependents as insureds shall be covered under existing insurance policies on the same terms and conditions as offered to all full-time salaried employees. In accordance with Company policy, coverage under the Company's insurance policies terminates on the date that employment terminates. If the Company terminates the Employee's employment during the Term of this Agreement for any reason except Cause, or if the Employee terminates his employment within two years following a Change of Control as contemplated by
Section 7(d), the Company shall reimburse the Employee for the required COBRA premiums to the extent the Company subsidizes the premium for active salaried employees for a period not to exceed 18 months so long as the Employee is not eligible for coverage under any other group medical plan. If the Employee becomes eligible for coverage under another group medical plan, the Company shall cease reimbursement for COBRA premiums on the date the Employee first becomes eligible for coverage under the other plan. The Company's reimbursement for COBRA premiums shall include a gross-up amount for tax liability at the Employee's incremental tax rate. Nothing in this Section 9 shall be interpreted to prohibit the Company from changing or terminating any benefit package or program at any time and from time to time so long as the benefits hereunder, considered in the aggregate, are comparable at any given time to the benefits provided to similarly situated employees of the Company at that time.

10. Notice. All notices, requests, demands and other communications hereunder shall be in writing and shall be effective upon the mailing thereof by registered or certified mail, postage prepaid, and addressed as set forth below:

a. If to the Company:

Mr. Kent Guichard
Senior Vice President American Woodmark Corporation 3102 Shawnee Drive Winchester, VA 22601

b. If to the Employee:

Mr. James Gosa
325 Windsor Lane
Winchester, VA 22601

Any party may change the address to which notices are to be sent by giving the other party written notice in the manner herein set forth.

11. Waiver of Breach. Waiver by either party of a breach of any provision of this Agreement by the other shall not operate as a waiver of any subsequent breach by such other party.

12. Entire Agreement. This Agreement contains the entire agreement of the parties in this matter and supersedes any other agreement, oral or written, concerning the employment or compensation of the Employee by the Company. It may be changed only by an agreement in writing signed by both parties hereto.

13. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

14. Benefit. This Agreement shall inure to the benefit of, and shall be binding upon, and shall be enforceable by and against the Company, its successors and assigns, and the Employee, his heirs, beneficiaries and legal representatives.

IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the day and year above written.

AMERICAN WOODMARK CORPORATION

By: ____________________________________
Mr. Kent Guichard
Senior Vice President and CFO

EMPLOYEE

EXHIBIT 10.8 (d)

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made as of January 1, 2002, between Mr. Kent Guichard, (the "Employee") and American Woodmark Corporation, a Virginia corporation (the "Company").

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:

1. Employment. The Company hereby employs the Employee and the Employee hereby accepts employment upon and agrees to the terms and conditions set forth herein.

continue in effect for a period of 24 months beyond the month in which the Change of Control occurred.

3. Compensation.

a. Salary. During the Employee's employment hereunder, the Company shall pay the Employee for all services rendered by the Employee a base salary at an annual rate of at least $249,952, with upward annual adjustments as the Company shall deem appropriate from time to time and as approved according to the general practices of and under the authority levels required by the Company. Such salary shall be payable to the Employee in accordance with the Company's usual payroll practices for salaried employees.

b. Annual Cash Bonus. In addition to base salary, the Employee shall be eligible to participate in the Company's annual incentive program with a bonus opportunity of between 0% and 100% of the Employee's base salary. The actual amount of such bonus for any fiscal year shall be related to the achievement of certain performance objectives to be set at the beginning of each fiscal year by the Board of Directors of the Company (the "Board"). Nothing in this Agreement, however, shall be construed as a guarantee of an annual payment of the annual cash bonus.

c. Other Executive Compensation Benefits. The Employee shall also be covered by any other executive compensation policies, benefits, plans, or programs as are

4. Duties. The Employee shall continue to perform his duties as Senior Vice President, Finance and Chief Financial Officer of the Company and shall faithfully and to the best of his ability perform such duties and responsibilities as may be reasonably assigned by the Board.

6. Restrictive Covenants.

a. Non-competition Restriction. Except with the prior written consent of the Company, the Employee shall not, either during his employment hereunder or for the period of

time after termination of his employment hereunder during which the Employee accepts severance payments pursuant to Section 7(b) (if applicable), directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture in competition in the United States with the business of the Company. For purposes of this Section
6(a), a business or venture shall be deemed to be in competition with the business of the Company if that business or venture or any of its affiliates manufactures, distributes, or otherwise engages in the design, sale, or transportation of cabinets for residential use, including but not limited to, such cabinet products intended for primary use in the kitchen or bathroom. Nothing in this Section 6(a), however, shall prohibit the Employee from owning securities of the Company or from owning as an inactive investor up to 5% of the outstanding voting securities of any issuer which is listed on the New York or American Stock Exchange or as to which trading is reported or quoted on the NASDAQ system. If the Employee elects to directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture which is in competition in the United States with the business of the Company, the Employee acknowledges that the Company is entitled to immediately terminate any and all severance payments being made pursuant to
Section 7(b), if any, and other benefits payable under this Agreement as a result of the Employee's termination of employment under the conditions set forth in Section 7(b).

b. Non-solicitation Agreement. Except with the prior written consent of the Company, the Employee shall not directly or indirectly hire or employ in any capacity or solicit

the employment of or offer employment to or entice away or in any other manner persuade or attempt to persuade any person employed by the Company or any of its subsidiaries to leave the employ of any of them. This Agreement shall remain in full force and effect for a period of 18 months after the end of the Term.

e. Severability and Extension. If the period of time or the area specified in Section 7(a) above is determined to be unreasonable in any proceeding, such period shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof, or both, so that such restrictions may be enforced for such time and in such area as is determined to be reasonable. If the Employee violates any of the restrictions contained in Section 7(a) above, the restrictive period shall not run in favor of the Employee from the time of the commencement of any such violation until such time as such violation shall cease.

7. Termination of Employment and Severance Payments.

Cause), then the Company shall pay the Employee severance payments equal to his base salary for a period of 18 months. For purposes of the preceding sentence, the Employee's base salary shall be equal to the greater of (i) the base salary in effect on the date of termination or (ii) the Employee's highest base salary rate in effect during the Term of this Agreement. Severance payments shall be made in accordance with the Company's usual payroll practices for salaried employees over a period consistent with the period of severance as defined above.

(i) The acquisition by a Group of Beneficial Ownership of 20% or more of the Stock or the Voting Power of the Company, but excluding for this purpose: (A) any acquisition of Stock by the Company (or a subsidiary), or an employee benefit plan of the Company; (B) any acquisition of Stock by management employees of the Company; or (C) the ownership of Stock by a Group that owns 10% or more of the Stock or Voting Power of the Company on the date of this Agreement; provided, however, that the acquisition of additional Stock by any such Group other than management employees in an amount greater than 5% of the then outstanding Stock shall not be excluded and shall constitute a Change of Control.

(iv) A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

(v) For purposes of this Agreement, "Group" means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act"); "Beneficial Ownership" has the meaning in Rule 13d-3 promulgated under the Act; "Stock" means the then outstanding shares of common stock of the Company; and "Voting Power" means the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors.

thereunder, the single payment to the Employee shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting "excess parachute payments."

8. Vacation. During the Term, the Employee shall be entitled to a vacation in each calendar year in accordance with the Company's policy; during this vacation, his compensation shall be paid in full.

9. Insurance. In accordance with Section 3(d), while he is employed by the Company, the Employee and his eligible dependents as insureds shall be covered under existing insurance policies on the same terms and conditions as offered to all full-time salaried employees. In accordance with Company policy, coverage under the Company's insurance policies terminates on the date that employment terminates. If the Company terminates the Employee's employment during the Term of this Agreement for any reason except Cause, or if the Employee terminates his employment within two years following a Change of Control as contemplated by Section 7(d), the Company shall reimburse the Employee for the required COBRA premiums to the extent the Company subsidizes the premium for active salaried employees for a period not to exceed 18 months so long as the Employee is not eligible for coverage under any other group medical plan. If the Employee becomes eligible for coverage under another group medical plan, the Company shall cease reimbursement for COBRA premiums on the date the Employee first becomes eligible for coverage under the other plan. The Company's reimbursement for COBRA premiums shall include a gross-up amount for tax liability at the Employee's incremental tax rate. Nothing in this Section 9 shall be interpreted to prohibit the Company from changing or terminating any benefit package or program at any time

and from time to time so long as the benefits hereunder, considered in the aggregate, are comparable at any given time to the benefits provided to similarly situated employees of the Company at that time.

a. If to the Company:

Mr. Jake Gosa
President
American Woodmark Corporation 3102 Shawnee Drive
Winchester, VA 22601

b. If to the Employee:

Mr. Kent Guichard
104 Katie Lane
Winchester, VA 22602

Any party may change the address to which notices are to be sent by giving the other party written notice in the manner herein set forth.

11. Waiver of Breach. Waiver by either party of a breach of any provision of this Agreement by the other shall not operate as a waiver of any subsequent breach by such other party.

13. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the day and year above written.

AMERICAN WOODMARK CORPORATION

By: __________________________________________
Mr. James Gosa
President and Chief Executive Officer

EMPLOYEE

EXHIBIT 10.8 (e)

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made as of January 1, 2002, between Mr. Ian Sole (the "Employee") and American Woodmark Corporation, a Virginia corporation (the "Company").

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:

1. Employment. The Company hereby employs the Employee and the Employee hereby accepts employment upon and agrees to the terms and conditions set forth herein.

2. Term. The term of employment under this Agreement (the "Term") shall commence upon execution of this Agreement by both parties and end on December 31, 2002; provided, however, that beginning on January 1, 2002, and each January 1 thereafter, the Term of this Agreement shall automatically be extended for one additional calendar year unless, on or before November 1 of the preceding year, either party gives notice that employment under this Agreement will not be so extended; and further provided that if a Change of Control (as defined below) occurs during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of 12 months beyond the month in which the Change of Control occurred.

3. Compensation.

a. Salary. During the Employee's employment hereunder, the Company shall pay the Employee for all services rendered by the Employee a base salary at an annual rate of at least $230,585, with upward annual adjustments as the Company shall deem appropriate from time to time and as approved according to the general practices of and under the authority levels required by the Company. Such salary shall be payable to the Employee in accordance with the Company's usual payroll practices for salaried employees.

b. Annual Cash Bonus. In addition to base salary, the Employee shall be eligible to participate in the Company's annual incentive program with a bonus opportunity of between 0% and 100% of the Employee's base salary. The actual amount of such bonus for any fiscal year shall be related to the achievement of certain performance objectives to be set at the beginning of each fiscal year by the Board of Directors of the Company (the "Board"). Nothing in this Agreement, however, shall be construed as a guarantee of an annual payment of the annual cash bonus.

c. Other Executive Compensation Benefits. The Employee shall also be covered by any other executive compensation policies, benefits, plans, or programs as are afforded generally by the Company from time to time to its senior personnel, including but not limited to grants of stock options and shareholder value units and participation in the American

Woodmark Corporation Pension Restoration Plan. Nothing in this Agreement, however, shall be construed as a guarantee that the Board or the Compensation Committee of the Board (the "Committee") will approve any level of such benefits that are at the sole discretion of the Board or the Committee.

4. Duties. The Employee shall continue to perform his duties as Senior Vice President, Sales and Marketing, and shall faithfully and to the best of his ability perform such duties and responsibilities as may be reasonably assigned by the Company's President.

6. Restrictive Covenants.

a. Non-competition Restriction. Except with the prior written consent of the Company, the Employee shall not, either during his employment hereunder or for the period of time after termination of his employment hereunder during which the Employee accepts severance payments pursuant to
Section 7(b) (if applicable), directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected

in any manner with the management, operation, ownership or control of any business or venture in competition in the United States with the business of the Company. For purposes of this Section 6(a), a business or venture shall be deemed to be in competition with the business of the Company if that business or venture or any of its affiliates manufactures, distributes, or otherwise engages in the design, sale, or transportation of cabinets for residential use, including but not limited to such cabinet products intended for primary use in the kitchen or bathroom. Nothing in this Section 6(a), however, shall prohibit the Employee from owning securities of the Company or from owning as an inactive investor up to 5% of the outstanding voting securities of any issuer which is listed on the New York or American Stock Exchange or as to which trading is reported or quoted on the NASDAQ system. If the Employee elects to directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture which is in competition in the United States with the business of the Company, the Employee acknowledges that the Company is entitled to immediately terminate any and all severance payments being made pursuant to Section 7(b), if any, and other benefits payable under this Agreement as a result of the Employee's termination of employment under the conditions set forth in Section 7(b).

employ of any of them. This Agreement shall remain in full force and effect for a period of 12 months after the end of the Term.

portion thereof, or both, so that such restrictions may be enforced for such time and in such area as is determined to be reasonable. If the Employee violates any of the restrictions contained in Section 7(a) above, the restrictive period shall not run in favor of the Employee from the time of the commencement of any such violation until such time as such violation shall cease.

7. Termination of Employment and Severance Payments.

b. Termination without Cause. During the Term, the Company may terminate the Employee's employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination. If on an effective date that is during the Term, the Company terminates the Employee's employment for reasons other than Cause (which includes but is not limited to termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without Cause), then the Company shall pay the Employee severance payments equal to his base salary for a period of 12 months. For purposes of the preceding sentence, the Employee's base salary shall be equal to the greater of (i) the base salary in effect on the date of termination or (ii) the

Employee's highest base salary rate in effect during the Term of this Agreement. Severance payments shall be made in accordance with the Company's usual payroll practices for salaried employees over a period consistent with the period of severance as defined above.

d. Termination on Change of Control. By delivering 15 days' written notice to the Company, the Employee may terminate his employment for Good Reason under this Agreement at any time within one year after a Change in Control.

For purposes of this Agreement, "Good Reason" means a change in circumstances described in (i),(ii),(iii),(iv) or (v):

(i) The Employee's base salary is reduced,

(ii) The Employee is not in good faith considered for a bonus as described in Section 3(b),

(iii) The Employee is not in good faith considered for other executive compensation benefits as described in Section 3(c),

(iv) The Employee's place of employment is relocated to a location further than 50 miles from Employee's current place of employment, or

(v) The Employee's working conditions or management responsibilities are substantially diminished (other than on account of the Employee's disability, as defined in Section 7(c);

provided, however, that if the Employee consents in writing to a change in circumstance, "Good Reason" as defined above will not include the change in circumstance to which the Employee has consented.

For purposes of this Agreement, "Change of Control" means an event described in (i), (ii), (iii), or (iv):

(iv) A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

e. Severance Payments. If the Employee terminates his employment within one year after a Change of Control pursuant to Section 7(d), or if the Company terminates the Employee's employment for any reason other than Cause (as defined in Section 7(a)) either

within three months before or within one year after a Change of Control, the Employee shall be entitled to a severance payment under this Section 7(e) equal to two times the sum of (i) the Employee's annual base salary in effect at the termination of employment or, if greater, the Employee's largest annual base salary rate in effect during the term of this Agreement, plus (ii) an amount equal to the greater of the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which employment is terminated or 60% of the maximum eligible annual cash bonus for the year of termination. This severance payment shall be made to the Employee in a single lump sum within 10 business days of the date of the Employee's termination of employment. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change of Control determine that such single payment, together with other compensation received by the Employee that is contingent on a Change of Control, would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to the Employee shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting "excess parachute payments."

8. Vacation. During the Term, the Employee shall be entitled to a vacation in each calendar year in accordance with the Company's policy; during this vacation, his compensation shall be paid in full.

policies terminates on the date that employment terminates. If the Company terminates the Employee's employment during the Term of this Agreement for any reason except Cause, or if the Employee terminates his employment within two years following a Change of Control as contemplated by Section 7(d), the Company shall reimburse the Employee for the required COBRA premiums to the extent the Company subsidizes the premium for active salaried employees for a period not to exceed 12 months so long as the Employee is not eligible for coverage under any other group medical plan. If the Employee becomes eligible for coverage under another group medical plan, the Company shall cease reimbursement for COBRA premiums on the date the Employee first becomes eligible for coverage under the other plan. The Company's reimbursement for COBRA premiums shall include a gross-up amount for tax liability at the Employee's incremental tax rate. Nothing in this Section 9 shall be interpreted to prohibit the Company from changing or terminating any benefit package or program at any time and from time to time so long as the benefits hereunder, considered in the aggregate, are comparable at any given time to the benefits provided to similarly situated employees of the Company at that time.

a. If to the Company:

Mr. Kent Guichard
Senior Vice President
American Woodmark Corporation 3102 Shawnee Drive
Winchester, VA 22601

b. If to the Employee:

Mr. Ian Sole
11636 Audubon Trail
Markham, VA 22643

Any party may change the address to which notices are to be addressed by giving the other party written notice in the manner herein set forth.

11. Waiver of Breach. Waiver by either party of a breach of any provision of this Agreement by the other shall not operate as a waiver of any subsequent breach by such other party.

13. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the day and year above written.

AMERICAN WOODMARK CORPORATION

By:________________________________________
Mr. Kent Guichard
Senior Vice President, Finance and CFO

EMPLOYEE

EXHIBIT 10.8 (f)

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made as of January 1, 2002, between Mr. David L. Blount (the "Employee") and American Woodmark Corporation, a Virginia corporation (the "Company").

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:

1. Employment. The Company hereby employs the Employee and the Employee hereby accepts employment upon and agrees to the terms and conditions set forth herein.

3. Compensation.

a. Salary. During the Employee's employment hereunder, the Company shall pay the Employee for all services rendered by the Employee a base salary at an annual rate of at least $234,490, with upward annual adjustments as the Company shall deem appropriate from time to time and as approved according to the general practices of and under the authority levels required by the Company. Such salary shall be payable to the Employee in accordance with the Company's usual payroll practices for salaried employees.

b. Annual Cash Bonus. In addition to base salary, the Employee shall be eligible to participate in the Company's annual incentive program with a bonus opportunity of between 0% and 100% of the Employee's base salary. The actual amount of such bonus for any fiscal year shall be related to the achievement of certain performance objectives to be set at the beginning of each fiscal year by the Board of Directors of the Company (the "Board"). Nothing in this Agreement, however, shall be construed as a guarantee of an annual payment of the annual cash bonus.

4. Duties. The Employee shall continue to perform his duties as Senior Vice President, Manufacturing and shall faithfully and to the best of his ability perform such duties and responsibilities as may be reasonably assigned by the Company's President.

6. Restrictive Covenants.

employ of any of them. This Agreement shall remain in full force and effect for a period of 12 months after the end of the Term.

7. Termination of Employment and Severance Payments.

b. Termination without Cause. During the Term, the Company may terminate the Employee's employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination. If on an effective date that is during the Term, the Company terminates the Employee's employment for reasons other than Cause (which includes but is not limited to termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without Cause), then the Company shall pay the Employee severance payments equal to his base salary for a period of 12 months. For purposes of the preceding sentence, the Employee's base salary shall be equal to the greater of (i) the base salary in effect on the date of termination or (ii) the

For purposes of this Agreement, "Good Reason" means a change in circumstances described in (i),(ii),(iii),(iv) or (v):

(i) The Employee's base salary is reduced,

(ii) The Employee is not in good faith considered for a bonus as described in Section 3(b),

(iii) The Employee is not in good faith considered for other executive compensation benefits as described in Section 3(c),

(iv) The Employee's place of employment is relocated to a location further than 50 miles from Employee's current place of employment, or

(v) The Employee's working conditions or management responsibilities are substantially diminished (other than on account of the Employee's disability, as defined in Section 7(c);

For purposes of this Agreement, "Change of Control" means an event described in (i), (ii), (iii), or (iv):

(iv) A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

8. Vacation. During the Term, the Employee shall be entitled to a vacation in each calendar year in accordance with the Company's policy; during this vacation, his compensation shall be paid in full.

a. If to the Company:

Mr. Kent Guichard Senior Vice President American Woodmark Corporation 3102 Shawnee Drive Winchester, VA 22601

b. If to the Employee:

Mr. David L. Blount 2082 Bowmans Mill Road Middletown, VA 22645

Any party may change the address to which notices are to be addressed by giving the other party written notice in the manner herein set forth.

11. Waiver of Breach. Waiver by either party of a breach of any provision of this Agreement by the other shall not operate as a waiver of any subsequent breach by such other party.

13. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the day and year above written.

AMERICAN WOODMARK CORPORATION

By:_________________________________________
Mr. Kent Guichard
Senior Vice President, Finance and CFO

EMPLOYEE

EXHIBIT 10.10 (j)
LOAN AGREEMENT

THIS LOAN AGREEMENT is dated as of March 1, 2002 by and among:

PERRY, HARLAN, LESLIE, BREATHITT REGIONAL
INDUSTRIAL AUTHORITY, INC.
A Kentucky non-profit corporation
917 Perry Park Road
Hazard, Kentucky 41701 (the "Authority")

AMERICAN WOODMARK CORPORATION
A Virginia corporation
3102 Shawnee Drive
Winchester, Virginia 22601 (the "Borrower")

Recitals

This Loan Agreement (the "Loan Agreement") provides for a loan in the amount of FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($450,000.00) from the Authority to the Borrower, in accordance with the terms and conditions of that certain Multi-County Local Government Economic Development Fund Grant (the "LGEDF Grant"), approved by the Kentucky Economic Development Finance Authority ("KEDFA') at its October 25, 2001, board meeting, and made to the Authority in its capacity as a regional industrial authority.

SECTION 1

Definitions

As used in this Agreement:

"Accountant" shall mean the certified public accountant or firm of certified public accountants acting as the Borrower's accountant.

An "Affiliate" of, or a Person "Affiliated" with, a specified Person, is a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified.

"Certificate of Occupancy" shall mean such certificate(s) as may be required by any federal, state or local jurisdiction to authorize the public occupancy of the industrial facility to be constructed by Borrower on Lot # 105 of the Coalfields Regional Industrial Park for the purposes specified in the Grant Agreement by and between the Authority, the Borrower and KEDFA dated as of February 13, 2002.

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"DCCD" shall mean the Department for Coal County Development, Cabinet for Economic Development of the Commonwealth of Kentucky

"Event of Default" shall mean the happening of any one or more of the events which constitute an event of default under Section 6 of this Loan Agreement.

"Grant Agreement" shall mean that certain LGEDF Grant Agreement by and between the Authority, the Borrower and KEDFA dated as of February 13, 2002, the terms and conditions of which are incorporated herein by reference, and an executed copy of which is attached hereto as Exhibit "C."

"Industrial Facility" shall mean that industrial or manufacturing plant and related improvements to be constructed by Borrower on Lot # 105 of the Coalfields Industrial Park for the purposes specified in the Grant Agreement by and between the Authority, the Borrower and KEDFA dated as of February 13, 2002, all as more fully specified in Exhibit "D" attached hereto, and with such material modifications, if any, as may be approved by the Authority and the DCCD from time to time.

"Loan" shall mean the loan in the principal amount of FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($450,000.00), from the Authority to the Borrower provided in Section 2 of this Loan Agreement, as evidenced by the Note attached as Exhibit "A" to this Agreement.

"Loan Documents" shall mean this Loan Agreement, the Note, the Mortgage and all other instruments or agreements related thereto.

"Mortgage" shall mean the first mortgage given to the Authority by Borrower on the Property, attached hereto as Exhibit "B" to this Loan Agreement.

"Note" shall mean the promissory note attached as Exhibit "A" to this Agreement, and shall include any renewal, replacement, extension or novation thereof.

"Person" shall mean any person, firm, trust, corporation or business organization.

"Project Site" shall mean the 30 (plus/minus) acres of real property generally located in the Coalfields Regional Industrial Park, Perry County, Kentucky, together with all improvements and fixtures attached thereto, being the same property described and set forth in the Mortgage attached hereto as Exhibit "B".

"Property" shall mean the real property described in the Mortgage, together with the Industrial Facility and all other improvements or fixtures attached thereto.

"Security Instruments" shall mean the Mortgage and all other instruments and rights securing the Note or Loan.

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SECTION 2
The Loan

The Authority agrees to grant the Borrower the Loan in accordance with the terms and conditions of the Loan Documents, as follows:

2.1 Amount. The principal amount of the Loan shall be FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($450,000.00), as evidenced by the Note attached hereto and made a part hereof as Exhibit "A".

2.2 Interest. The Authority and the Borrower acknowledge that this Loan is intended to be a NON-INTEREST BEARING loan obligation so long as the Borrower shall faithfully perform its obligations hereunder to construct an industrial facility on the Property. Upon the occurrence of any Event of Default by the Borrower, interest shall commence to accrue at the annual rate of TWO PERCENT (2.00%) on the principal amount of the Loan from the time of said Event of Default until the Loan is finally collected or has been fully repaid.

2.3 Installments of Principal and Interest. There shall be no requirement of repayment of this Loan so long as the Borrower shall faithfully perform its obligations hereunder to construct an industrial facility on the Property. Upon the Borrower's completion of the building and its receipt of a bona fide certificate of occupancy from each governmental authority having jurisdiction thereof, the Loan shall be deemed satisfied and paid in full. Upon the occurrence of any Event of Default, and provided such Event of Default shall not thereafter be timely cured as provided herein, then this Loan shall become immediately due and payable with interest as herein provided.

SECTION 3

Security

The Note and the Loan evidenced thereby are and shall be secured by and entitled to the benefits of all of the following:

3.1 Mortgage Interest in Real Property. The Note and Loan shall be secured by the first lien created pursuant to the Mortgage, attached hereto and made a part hereof as Exhibit "B" and incorporated herein by reference.

3.2 Condemnation Awards. As part security for the payment of the Note and Loan and the performance of the Borrower's obligations under this Loan Agreement, the Borrower hereby assigns to the Authority all judgments, awards of damages or settlements hereafter made resulting from condemnation proceedings or in lieu of any taking of the Property or any part thereof under the power of eminent domain, or for any damage, whether caused by such taking or otherwise, to the Property or the improvements thereon or any part thereof, or to any streets appurtenant thereto, including any award for change of grade of streets. In the Event of a Default then outstanding, the Authority may apply all such sums or any part thereof so received after the payment of all of its expenses, including costs and attorneys' fees, to payment of the Note in such manner as it may elect or, at its option, the entire amount or any part thereof so received may be released to the Borrower or other party entitled thereto as their interests may appear. Provided that no default shall then have occurred, the Borrower may retain and be under no obligation to turn over any of the condemnation proceeds to the Authority.

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SECTION 4
General Covenants

The Borrower agrees that, until the building and other improvements contemplated to be constructed by this Loan Agreement are completed and the Certificate of Occupancy is delivered to the Authority, or until the principal of and all interest on the Note shall have been paid in full in the Event of Default, the Borrower shall perform, observe and comply with each of the following:

4.1 Insurance. The Borrower shall maintain insurance as follows:

(a) Liability Insurance. The Borrower, at its own cost and expense, shall procure, maintain and carry in full force and effect general liability, public liability and workers' compensation liability insurance with respect to their actions and operations to such extent, in such amounts and with such deductibles as are commonly carried by prudent businesses similarly situated, but in any event not less than $1,000,000.00 combined single limit per occurrence, or the amount of coverage per person and per occurrence. The Borrower, at its own cost and expense, shall procure, maintain and carry in full force and effect property damage insurance in the amount of at least $1,000,000.00. Without limiting the foregoing, such insurance shall (i) insure against any liability for loss, injury, damage or claims caused by or arising out of or in connection with the operation of Borrower's business including injury to or death of the Borrower's employees, agents or any other persons and damage to or destruction of public or private property, and (ii) the Authority shall be listed on the policy as an additional insured.

(b) Physical Damage and Builders Risk Insurance. The Borrower, at its own cost and expense, shall insure all of its properties to such extent, against such hazards (including, without limitation, fire, theft, extended coverage, vandalism and malicious mischief) in the amount of coverage and with such deductibles as are commonly carried by prudent businesses similarly situated, and in any event the amount of coverage with respect to the Property shall be the full insurable value of the Property on the basis of replacement cost, either without co-insurance requirements, or with coverage adequate to avoid co-insurance penalty. The Borrower, or its contractors and subcontractors, shall secure comprehensive builders risk insurance for the Property during the construction of the Industrial Facility in an amount equal to the full insurable value of the Property plus the improvements on the basis of replacement cost, either without co-insurance requirements, or with coverage adequate to avoid co-insurance penalty. In no event shall the amount of the insurance called for by this Subsection 4.1(b) be less than $450,000.00 during any phase of the construction of the Industrial Facility. Without limiting the foregoing, such insurance shall contain a standard mortgagee endorsement in favor of the Authority.

(c) Flood Insurance. The Borrower, at its own cost and expense, shall insure the Property by a policy of flood insurance in the maximum amount available if the Property is in an area which has been, or is at any time during the term of this Loan Agreement, identified by the Secretary of Housing and Urban Development (or a like successor agency) as having special flood or mud slide hazards, and in which area the sale of flood insurance has been made available under The National Flood Insurance Act of 1968. Without limiting the foregoing, such insurance shall (i) name the Authority as an additional insured, and expressly provide that all of the provisions thereof shall operate in the

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same manner as if there were a separate policy covering the Authority, and (ii) provide for payment of the proceeds as provided in the Mortgage. If the Property is not in the area identified as having special flood or mud slide hazards, Borrower shall provide evidence of same in the form of an engineer's certificate to the Authority and, upon so doing, shall be considered to have sufficiently complied with this section.

(d) General Insurance Requirements.

(i) All insurance which the Borrower is required to maintain shall be satisfactory to the Authority in form, amount and insurer. Such insurance shall provide that any loss thereunder shall be payable notwithstanding any action, inaction, breach of warranty or condition, breach of declarations, misrepresentations or negligence of the Borrower. Each policy shall contain an agreement by the insurer that, notwithstanding lapse of a policy for any reason, or right of cancellation by the insurer or any cancellation by the Borrower, such policy shall continue in full force for the benefit of the Authority for at least thirty (30) days after written notice thereof to the Authority, except that such notice shall be ten (10) days for non-payment of premium, and no alteration in any such policy shall be made except upon thirty (30) days written notice of such proposed alteration to the Authority and written approval by the Authority. The Borrower shall provide the Authority with certificates evidencing its due compliance with the requirements of this Section 4.

(ii) Prior to the expiration date of any policy of insurance maintained pursuant to this Loan Agreement, the Borrower shall provide the Authority with a certificate of insurance evidencing the acquisition of a new policy, or an extension or renewal of an existing policy, evidencing the Borrower's due compliance with this Section.

(iii) If the Borrower falls to acquire any policy of insurance to renew or replace any such policy at least ten (10) days prior to the expiration thereof, or fails to keep any such policy in full force and effect, the Authority shall have the option, but not the obligation to pay the premiums on any such policy of insurance or to take out new insurance in amount, type, coverage and terms satisfactory to the Authority. Any amounts paid therefor by the Authority shall be immediately due and payable to the Authority by the Borrower upon demand. No exercise by the Authority of such option shall in any way affect the provisions of this Loan Agreement, including the provision that failure by the Borrower to maintain the prescribed insurance shall constitute an Event of Default.

4.2 Mergers, Sales, Transfers, Redemptions and Other Dispositions of Assets or Dissolution. Borrower shall not, without the prior written consent of the Authority and the DCCD (which consent shall not be unreasonably withheld):

(a) Sell, transfer or otherwise dispose of all or substantially all of its assets;

(b) Liquidate or dissolve or take any action with a view toward liquidation or dissolution;

(c) Lease as lessor, sell or otherwise transfer or dispose of all or any portion of its fixed assets, machinery and equipment having a value in excess of $250,000.00, other than obsolete equipment no longer usable in its business;

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(d) Substantially cease Borrower's business operations; or,

(e) Enter into any agreement for the assumption of the Loan.

4.3 Financial Statements and Business Records. The Borrower shall keep true and complete financial records in accordance with generally accepted accounting principles consistently applied, and keep business records in accordance with good business practices in the industry. Upon the Authority's request and at reasonable times and places, the Borrower shall make its business records available to the Authority for inspection. During the term of the Loan, the Borrower shall furnish to the Authority Borrower's audited annual financial statement, including, without limitation, balance sheets, statement of profit and loss, and application of funds, prepared by Ernst & Young, LLP, or another accounting firm reasonably satisfactory to the Authority.

4.4 Liens on Real Property. The Borrower shall not incur, create, assume or suffer to exist any mortgage, pledge, lien, charge or other encumbrance of any nature whatsoever on any of the real property described in the Mortgage except (a) the first mortgage granted to Authority, to be recorded in the Perry County Clerk's Office (b) liens for real property taxes and assessments not yet due and payable and with respect to which no enforcement action is being taken or pursued, or if so taken or pursued, as to which the Borrower is contesting the same in good faith and having posted a bond protecting against the same in such form and amount and with such parties as may be approved by the Authority; or in lien of the bond, having paid the amount in question prior to contesting the claim, thereby holding harmless the Authority, county and the Commonwealth;
(c) easements, restrictions and stipulations of record as to use, improvement and occupancy of the Property; and (d) governmental laws and regulations affecting the Property.

4.5 Designation of Agent. The Borrower shall at all times be available to accept service or have a properly designated agent to accept service of process who is a resident of or has offices in the Commonwealth of Kentucky. The Borrower shall notify the Authority of any change in the name or address of such agent.

4.6 Taxes and Other Obligations. The Borrower shall pay, before any of them becomes in arrears, all taxes, assessments, governmental charges, levies and any other claims (for example, for labor, materials, or supplies) which, if unpaid, might become a lien or charge upon the Property or any other of the Borrower's property, unless the Borrower is contesting the same in good faith and has posted a bond protecting the same in such form and amount and with such parties as may be approved by the Authority, or in lieu of the bond, having paid the amount in question prior to contesting the claim, thereby holding harmless the Authority, county and the Commonwealth.

4.7 Use of Loan Proceeds. The proceeds of the Loan shall be used to reimburse costs incurred in the acquisition of the Property from the Authority and for no other purpose unless expressly approved, in writing, by the Authority and by the DCCD.

4.8 Properties. The Borrower shall maintain the Industrial Facility and any improvements to the Property and its other buildings and other fixed assets in good condition, subject only to normal wear and tear, and make all necessary and proper repairs, renewals and replacements, and shall comply with

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all material provisions of leases and other material agreements in order to prevent loss or forfeiture.

4.9 Title Search and Opinion.

(a) At its own expense, at or before the time the Loan is disbursed, the Borrower shall provide to the Authority a title opinion letter detailing a title search on the Property to be performed by Borrower's attorney, stating that Borrower has a good, marketable and unencumbered fee simple title to the Property, subject only to such exceptions as may have been reviewed and accepted by the Authority. In lieu thereof, and at the discretion of the Borrower, the Borrower may furnish the Authority with a mortgagee's policy of title insurance from a title insurance company qualified to do business in the Commonwealth of Kentucky and upon such terms and conditions and subject to such exceptions as the Authority in its reasonable discretion may approve.

(b) As soon as practicable after closing, Borrower's attorney shall provide a supplemental title opinion letter or, at the discretion of the Borrower, a supplemental endorsement from a title insurance company approved by the Authority reflecting that the Mortgage of the Authority has been filed of record and constitutes a first and prior lien against the Property.

(c) The Borrower shall furnish evidence satisfactory to the Authority that payment in full has been made for all labor and materials furnished in connection with the constructing of any improvements on the Property and all other services and work related thereto, and that no claim, lien or other right exists with reference to such labor and materials.

4.10 Corporate Existence. The Borrower shall preserve its corporate existence and shall be and remain qualified to do business in Kentucky and in all states in which it is required to be so qualified.

4.11 Compliance with Law. The Borrower shall comply in all material respects with all valid and applicable statutes, rules and regulations of the United States of America, of the States thereof and their counties, municipalities and other subdivisions and of any other jurisdiction applicable to them, and the provisions of licenses issued to it, except where (1) noncompliance in no way affects or impairs the security granted herein by Borrower to the Authority, or (2) the same shall be currently contested in good faith by appropriate proceedings, timely instituted, which shall operate to stay any order with respect to noncompliance.

4.12 No Change in Ownership or Control. The Borrower shall not cause or permit any material change in Management of the Borrower without prior written notice to and written consent of the Authority, which consent shall not be unreasonably withheld. For purposes of this section, "Management of the Borrower" shall mean the Chairman of the Board, President, and Chief Financial Officer.

4.13 Construction of the Industrial Facility. The Borrower shall promptly undertake and diligently complete all work, including all labor, materials and professional services not herein nor elsewhere expressly undertaken in writing by the Authority, required for the construction of the Industrial Facility. All of the work to be prosecuted by the Borrower shall be performed in compliance with the general specifications provided in Exhibit "D" attached hereto, subject to such material modifications as may be hereinafter approved by the Authority and by DCCD, and the work shall be performed in a

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workmanlike manner, in accordance with laws and regulations of governmental entities then in force, and on such timetable and pursuant to the terms of such construction agreements and professional service agreements as the Authority and the DCCD may in their reasonable discretion approve.

4.14 Project Completion. Borrower shall provide a Certificate of Occupancy showing that the improvements are complete and ready for occupancy by Borrower upon completion of the project.

SECTION 5
Representations and Warranties

The Borrower hereby represents and warrants to the Authority as follows (which warranties and representations shall be deemed to survive the execution of this Loan Agreement):

5.1 Existence. The Borrower is a duly organized and validly existing corporation under the laws of the Commonwealth of Virginia, qualified to do business in Kentucky.

5.2 Right to Act. The Borrower has the legal power, capacity and right to execute and deliver all of the Loan Documents, and to observe and perform all of the provisions of the Loan Documents. The Borrower's execution and delivery of the Loan Documents and its performance or observance of the provisions of the Loan Documents do not and will not violate any existing provisions in Borrower's Articles of Incorporation or By-Laws or any law applicable to Borrower or otherwise constitute a default or a violation under, or result in the imposition of any lien under, or conflict with, or result in any breach of any of the provisions of, any existing material contract or other obligation binding Borrower, with or without the passage of time or the giving of notice or both. The officer executing and delivering the Loan Documents on behalf of the Borrower has been duly authorized to do so, and the Loan Documents referred to herein are legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms.

5.3 Litigation and Taxes. No litigation or proceeding involving the Borrower is pending or threatened in any court or administrative agency, except as disclosed in Counsel's Opinion as required by ss.8.5 herein. Said litigation, if determined adversely to Borrower, will not have a material adverse impact on Borrower's financial condition or otherwise impair its ability to honor the commitments made herein. The Borrower is not in default in the payment of any tax, nor is any assessment threatened in respect thereof (other than the assessment of ad valorem property taxes not yet due and payable), and Borrower has timely filed all federal, state and local tax returns and has paid all taxes required to be paid therewith.

5.4 Financial Statements. Any of the Borrower's financial statements, heretofore furnished to the Authority, are true and complete, have been prepared in accordance with generally accepted accounting principles, omit no material contingent liabilities of any kind that are not disclosed or otherwise reflected therein, and fairly present their respective financial conditions as of their dates and the results of the Borrower's operations for the fiscal period then ending. Since the date of their preparation, there has been no material adverse change in the Borrower's financial condition, property or business.

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5.5 Default. No Event of Default exists under this Loan Agreement, nor will any such default begin to exist immediately after the execution and delivery hereof.

5.6 No Liens on the Property. The Borrower owns good and marketable title to the Property described in the Mortgage, and the Property is free from any mortgages, liens, charges or other encumbrances of any nature whatsoever except those liens set forth and described in Section 4.4 herein.

5.7 Hazardous Materials.

(a) Borrower represents and warrants that it has no actual knowledge that any Hazardous Materials exist on, under or about the Property or have been transported to or from the Property or used, generated, manufactured, stored or disposed of on, under or about the Property, except in full compliance with applicable laws, and the Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or the environmental conditions on, under or about the Property, including, without limitation, soil and groundwater conditions. Hazardous Materials shall include:
(i) oil, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other materials or pollutants which pose a hazard to the Property or to persons on or about the Property, cause the Property to be in violation of any local, state or federal law or regulation, or are defined as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials", or "toxic substances" or words of similar import under any applicable local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto, including, but not limited to: (A) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq.; (B) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801, et seq.;
(C) the Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901, et seq.; and (D) regulations adopted and publications promulgated pursuant to the aforesaid laws; (ii) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyl in excess of fifty (50) parts per million; and (iii) any other chemical, material or substances, exposure to which is prohibited, limited or regulated by any governmental authority or may or could pose a hazard to the health and safety of the occupants of the Property or the owners and/or occupants of property adjacent to or surrounding the Property.

(b) Borrower shall, at its sole cost and expense, prevent the imposition of any lien against the Property for the cleanup of any Hazardous Material, and shall comply and cause (i) all tenants under any lease or occupancy agreement affecting any portion of the Property, and (ii) any other person or entity on or occupying the Property, to comply with all federal, state and local laws, regulations, rules ordinances and policies concerning the environment, health and safety and relating to the use, handling, production, disposal, discharge and storage of Hazardous Materials in, or about the Property.

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(c) Borrower shall promptly take any and all necessary remedial action in response to the presence, storage, use, disposal, transportation or discharge of any Hazardous Materials on, under or about the Property. In the event Borrower undertakes any remedial action with respect to any Hazardous Materials on, under or about the property, Borrower shall immediately notify Authority of any such remedial action, and shall conduct and complete such remedial action (A) in compliance with all applicable federal, state and local laws, regulations, rules, ordinances and policies, (B) to the satisfaction of Authority, and (C) in accordance with the orders and directives of all federal, state and local governmental authorities.

(d) Borrower shall protect, indemnify and hold Authority, its directors, officers, employees and agents, and any successors to Authority's interest in the Property, harmless from and against any and all claims, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments, awards, costs and expenses (including, without limitation, attorney fees and costs and expenses of investigation) which arise out of or relate in any way to any use, handling, production, transportation, disposal or storage of any Hazardous Materials in the course of Borrower's business operations, including, without limitation: (i) all foreseeable and all unforeseeable consequential damages directly or indirectly arising out of (A) the use, generation, storage, discharge or disposal of Hazardous Materials by Borrower, or any person or entity on or about the Property under the control of Borrower, or (B) any residual contamination affecting any natural resource or the environment, and (ii) the costs of any required or necessary repair, cleanup, or detoxification of the Property and the preparation of any closure or other required plans (all such costs, damages, and expenses referred to in this Paragraph (d) hereafter referred to as "Expenses"). In addition, Borrower agrees that in the event any Hazardous Material is caused to be removed from the Property by Borrower, Authority, or any other person or entity, the number assigned by the Environmental Protection Agency to such Hazardous Material shall be solely in the name of Borrower and Borrower shall assume any and all liability for such removed Hazardous Material. In the event Authority pays any Expenses, such Expenses shall be additional indebtedness secured hereby and shall become immediately due and payable without notice and with interest thereon at the default rate specified in the Note.

(e) Borrower shall pay or reimburse Authority for any and all loss, cost, damage and expenses (including, without limitation, attorneys' fees and costs incurred in the investigation, defense and settlement of claims) that Authority may incur as a result of or in connection with the assertion against Authority of any claims relating to the presence or removal of any hazardous material, or compliance with any federal, state or local laws, rules, regulations or order relating thereto, and the amount(s) thereof shall be additional indebtedness secured hereby and by the Security Instruments and shall become immediately due and payable without notice and with interest thereon at the default rate specified in the Note.

SECTION 6
Events of Default

Each of the following shall constitute an Event of Default under this Loan Agreement:

6.1 Covenants and Agreement. If the Borrower violates, fails or omit to performs or observe any covenant, agreement, condition or other provision contained or referred to in, or any default occurs under, the Loan Documents,

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and such failure or omission shall not have been fully corrected within thirty
(30) days (or such shorter grace period as may be provided in the particular instrument for the particular default) after the Authority has given written notice thereof to the Borrower.

6.2 Compliance with Grant Agreement. If the Borrower violates, fails or omit to performs or observe any covenant, agreement, condition or other provision contained or referred to in, or any default Occurs under, the Grant Agreement, and such failure or omission shall not have been fully corrected within any applicable time period allowed thereunder for curing such defaults.

6.3 Accuracy of Statements. If any representation, warranty or other statement of fact contained herein, or in any of the other Loan Documents or in any writing, certificate, report or statement at any time furnished to the Authority pursuant to or in connection with this Loan Agreement or otherwise shall be materially false or misleading in any respect or shall omit a material fact whether or not made with knowledge of same.

6.4 Adverse Financial Change. If there should be any material adverse change in the financial condition of the Borrower, as determined in the Authority's reasonable discretion, from its financial condition as shown on any financial statement supplied to the Authority as referred to in subsections 4.3 or 5.4 hereof, and such adverse change is not fully corrected to the Authority's satisfaction within ten (10) days after written notice with respect thereto from the Authority.

6.5 Dissolution or Termination of Existence. If the Borrower or any person, firm or corporation affiliated with Borrower takes any action that is intended to result in Borrower's termination, dissolution or liquidation.

6.7 Solvency.

(a) If the Borrower shall (i) be adjudicated bankrupt, (ii) admit in writing its inability to pay its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, or (iv) file a petition, or admit (by answer, default or otherwise) the material allegations of any petition filed against him or it, in bankruptcy under the federal bankruptcy laws (as in effect on the date this Loan Agreement, or as they may be amended from time to time), or under any other law for the relief of debtors, or for the discharge, arrangement or compromise of their debts.

(b) If a petition shall have been filed against the Borrower in proceedings under the federal bankruptcy laws (in effect on the day of this Loan Agreement, or as they may be amended from time to time) or under any other laws for the relief of debtors, or for the discharge, arrangement or compromise of their debts, or any order shall be entered by any court of competent jurisdiction appointing a receiver trustee or liquidator of all or part of Borrower's assets, and such petition or order is not dismissed or stayed within thirty (30) consecutive days after entry thereof.

6.8 Other Defaults. If any event would give another Person the right to accelerate payments of indebtedness or to proceed against the Property.

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SECTION 7
Remedies Upon Default

Notwithstanding any contrary provisions or inference herein or elsewhere:

7.1 Rights Under Security Instruments. If any Event of Default shall occur, the Authority shall also have the rights and remedies granted it under any and all of the Loan Documents and Security Instruments securing or intended to secure the Loan and the Note.

7.2 Exercise of Remedies. The rights and remedies of the Authority shall be deemed to be cumulative and shall be in addition to all those rights and remedies afforded to the Authority at law or in equity. Any exercise of any rights or remedies shall not be deemed to be an election of that right or remedy to the exclusion of any other right or remedy.

SECTION 8
Conditions Precedent

The Authority's obligation to make a Loan shall be conditioned upon the fulfillment of the following conditions prior to the making of such Loan:

8.1 Representations, Warranties and Covenants. Each and every representation, warranty and covenant made by or on behalf of the Borrower in its application to the DCCD or relating to any of the Loan Documents or instruments or transactions contemplated thereby shall be true, complete and correct on and as of the date the Loan is made.

8.2 No Defaults. There shall exist no Event of Default and no event which, with the giving of any notice or the passage of any period of time, constitutes an Event of Default.

8.3 Compliance. The Borrower shall have observed or complied with all provisions of this Loan Agreement.

8.4 Recordings. The Mortgage and any other documents or instruments as the Authority may request have been executed and delivered by the Borrower and filed or recorded in such public offices as the Authority may request to secure the Loan.

8.5 Counsel Opinion. The Borrower shall have delivered to the Authority an opinion of the Borrower's counsel in form and substance satisfactory to the Authority and its counsel with respect to such matters as the Authority may reasonably require, in a form substantially similar to Exhibit "E" attached hereto.

SECTION 9
Interpretation

9.1 No Waivers; Multiple Exercise of Rights. No course of dealing in respect of, nor any omission or delay in the exercise of, any right, power, remedy or privilege by the Authority shall operate as a waiver thereof, nor shall any right, power, remedy or privilege of the Authority be exclusive of any other right, power, remedy or privilege referred to herein or in any related document now or hereafter available at law, in equity, in bankruptcy, by statute or otherwise. Each such right, power, remedy or privilege may be exercised by

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the Authority, and as often and in such order as the Authority may deem expedient.

9.2 Time of the Essence. Time shall be of the essence in the performance of all the Borrower's obligations under the Loan Documents and the other instruments related hereto.

9.3 Binding Effect. The provisions of this Loan Agreement shall bind and benefit the Borrower and the Authority and their respective successors, heirs and assigns, including each subsequent holder, if any, of the Note.

9.4 Headings. The headings used in this Loan Agreement are for reference only, and shall not be considered in the interpretation or construction of this Loan Agreement.

9.5 Governing Law. The Loan Documents and the respective rights and obligations of the parties hereto shall be construed in accordance with and governed by the laws of the Commonwealth of Kentucky.

9.6 Complete Agreement. This Loan Agreement and the other instruments referred to herein, including without limitation the Grant Agreement, contain the entire agreement of the parties pertaining to its subject matter and supersede all prior written and oral agreements pertaining hereto.

9.7 No Assignments or Modifications. The Borrower may not assign its rights and obligations under this Loan Agreement to any other party. This Loan Agreement may be modified only in a writing executed by the Authority and the Borrower.

9.8 Severability. If any part, term or provision of this Loan Agreement is held by any court to be unenforceable or prohibited by any law applicable to this Loan Agreement, the rights and obligations of the parties shall be construed and enforced with that part, term or provision limited so as to make it enforceable to the greatest extent allowed by law, or, if it is totally unenforceable, as if this Loan Agreement did not contain that particular part, term or provision.

SECTION 10
Notices

Any notice required or permitted to be given under this Loan Agreement shall be in writing and shall be deemed sufficiently given for all purposes if sent by registered mail, postage pre-paid and return receipt requested, addressed to the intended recipient at (a) the address set forth in the preamble to this Loan Agreement, or (b) such other address which any party hereto may specify by written notice to the other parties hereto.

SECTION 11
Survival of Covenants, Agreements, Warranties and Representations

All covenants, agreements, warranties and representations made by the Borrower herein shall survive the making of the Loan and the execution and delivery of the Loan Documents and all Security Instruments until the Loan is forgiven or repaid in full, including all interest, if any.

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SECTION 12
Fees and Expenses

If any Event of Default shall occur under the Loan Documents or the Security Instruments, the Borrower shall pay to the Authority, to the extent allowable by applicable law, such amounts as shall be sufficient to reimburse the Authority fully for all of its costs and expenses incurred in enforcing its rights and remedies under the Loan Documents or Security Instruments, including without limitation the Authority's reasonable attorneys' fees and court costs. Such amounts shall be deemed evidenced by the Note and secured by all the Security Instruments.

SECTION 13
Miscellaneous Provisions

13.1 Term of Loan Agreement. The term of this Loan Agreement shall commence as of the date hereof, and continue until the first date on which the Loan is forgiven or until the Loan is repaid and all accrued but unpaid interest thereon, if any, shall have been paid in full, and the Borrower shall have performed all its other obligations hereunder.

13.2 Further Assurances. The Borrower shall sign such other documents or instruments as the Authority may request from time to time to more fully create, perfect, continue, maintain or terminate the rights and security interests intended to be granted or created pursuant to the Loan Documents or the Security Instruments.

13.3 Incorporation by Reference. All exhibits, schedules, annexes or other attachments to this Loan Agreement are incorporated into the Loan Agreement as if set out in full in the first place that reference is made thereto.

13.4 Multiple Counterparts. This Loan Agreement may be signed by each party upon a separate copy, and in such case one counterpart of this Loan Agreement shall consist of a sufficient number of such copies to reflect the signature of each party.

13.5 Waivers by the Borrower. The Borrower hereby waives, to the extent permitted by applicable law, (a) all presentments, demands for performance, notices of nonperformance, protests, notices of protest and notices of dishonor in connection with the Note; (b) any requirement of diligence or promptness on the part of the Authority in enforcement of its rights under the provisions of the Loan Documents or the Security Instruments; and (c) any requirement of marshaling assets or proceeding against persons or assets in any particular order.

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IN WITNESS WHEREOF, the Authority and the Borrower have executed this Loan Agreement as of the day, month and year first above written.

PERRY, HARLAN, LESLIE, BREATHITT REGIONAL
INDUSTRIAL AUTHORITY, INC.

By: Ed Harris

Title: Chairman

AMERICAN WOODMARK CORPORATION

By: Dave L Blount

Title: Sr. Vice President

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STATE OF KENTUCKY                     )
                                      )ss
COUNTY OF Perry                       )

I hereby certify that the foregoing Loan Agreement was duly subscribed, sworn to

And acknowledged before me by Ed Harris as Chairman of the PERRY, HARLAN,

LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC., on this the 12 day of

February, 2002.

Notary Public

My commission expires 11/25/2002

STATE OF Virginia        )
                         )ss
CITY OF Winchester       )

I hereby certify that the foregoing Loan Agreement was duly subscribed,

sworn to and acknowledged before me by David L. Blount of AMERICAN WOODMARK

CORPORATION, on this the 1st day of March, 2002.

Notary Public

My commission expires 12/31/2003

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List of Exhibits

EXHIBIT A Non-Interest Bearing Promissory Note

EXHIBIT B Mortgage

EXHIBIT C Grant Agreement

EXHIBIT D General Specifications for Industrial Facility

EXHIBIT E Counsel Opinion Letter

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NON-INTEREST BEARING PROMISSORY NOTE

$450,000.00 ,200 Hazard, Kentucky

FOR VALUE RECEIVED, AMERICAN WOODMARK CORPORATION, a Virginia corporation, 3102 Shawnee Drive, Winchester, Virginia, 22601 ("Borrower"), promises to pay to the order of PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC. at its principal office at 917 Perry Park Road, Hazard, Kentucky, 41701 (the "Authority"), the principal sum of FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($450,000.00) and, in the case of an Event of Default, with interest as hereinafter provided until the entire principal balance of and all accrued interest on this Note has been paid in full.

This Note shall be forgiveable so long as the Borrower shall faithfully perform its obligations pursuant to a loan agreement (the "Loan Agreement") of even date herewith by and among the Authority and the Borrower which requires Borrower to construct an Industrial Facility on certain Property known as Lot # 105 of the Coalfields Industrial Park in Perry County, Kentucky. Any terms defined in the Loan Agreement and not otherwise defined herein shall have the same meaning herein as in the Loan Agreement. Upon the Borrower's completion of the Industrial Facility and its receipt and tender to the Authority of a bona fide Certificate of Occupancy from each governmental authority having jurisdiction thereof, the Loan shall be deemed satisfied and paid in full. However, unless earlier paid in full or otherwise satisfied through Borrower's performance, and provided the same has not been previously accelerated by the Authority due to default by the Borrower, this Note shall become due and payable, together with all accrued interest, if any, at the offices of the Authority in Hazard, Kentucky on December 31, 2004.

The Authority and the Borrower acknowledge that this Loan is intended to be a NONINTEREST BEARING NOTE so long as the Borrower shall faithfully comply with its obligations hereunder and under the Loan Agreement. Upon the occurrence of any Event of Default by the Borrower, interest shall commence to accrue at the annual rate of TWO PERCENT (2.00%) on the principal amount of the Loan from the time of said Event of Default until the Loan has been finally collected or has been fully repaid.

The occurrence of an "Event of Default" (as defined in the Loan Agreement) shall constitute a default under this Note. Upon any Event of Default, the principal of this Note shall commence to accrue interest at the annual rate of TWO PERCENT (2.00%). The holder of this Note may also, at its option, declare the entire unpaid balance of, and all accrued interest on, this Note to be immediately due and payable.

This Note is secured by a mortgage ("Mortgage") on certain Property more particularly described therein. The holder of this Note is entitled to the rights and security in such Mortgage, more fully described therein and in the Loan Agreement. The holder hereof assents to the provisions of the Loan Agreement.

Failure of the holder of this Note to exercise any of its rights and remedies shall not constitute a waiver of any provision of this Note or of the Loan Agreement, or of any of such holder's fights and remedies, nor shall it

Exhibit A

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prevent the holder from exercising any rights or remedies with respect to the subsequent happening of the same or similar occurrences. All remedies of the holder hereof shall be cumulative to the greatest extent permitted by law. Time shall be of the essence in the payment of all payments of interest and principal on this Note.

If there is any default under this Note, and this Note is placed in the hands of an attorney for collection, or is collected through any court, including any bankruptcy court, the Borrower promises to pay to the order of the holder hereof such holder's reasonable attorney's fees and court costs incurred in collecting or attempting to collect or securing or attempting to secure this Note or enforcing the holder's rights with respect to any collateral securing this Note, to the extent allowed by the laws of the Commonwealth of Kentucky, or any state in which any collateral for this Note is situated and to the extent such fees and costs are actually paid or agreed to be paid by the holder of this Note, except such fees as are paid to a salaried employee of the holder of this Note.

This Note has been delivered in, and shall be governed by and construed in accordance with, the laws of the Commonwealth of Kentucky.

Except as provided herein, the Borrower of this Note waives presentment, demand, notice of dishonor, protest, notice of protest, notice of nonpayment or nonacceptance and any other notice and all due diligence or promptness that may otherwise be required by law, and all exemptions to which the Borrower now or hereafter may be entitled under the laws of the Commonwealth of Kentucky, or of the United States of America or any state thereof. The holder of this Note may, with or without notice to any party, and without affecting the obligations of any maker, surety, guarantor, endorser, accommodation party or any other party to this Note, and without limitation, (1) extend the time for payment of either principal or interest from time to time, (2) release or discharge any one or more parties liable on this Note, (3) suspend the right to enforce this Note with respect to any persons, (4) change, exchange or release any property in which the Authority has any interest securing this Note, and (5) suspend the right to enforce against any such collateral.

IN WITNESS WHEREOF, the Borrower has executed this Note on the day and year first above written.

BORROWER:

AMERICAN WOODMARK CORPORATION

By:.

Title:

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MORTGAGE

THIS MORTGAGE is executed by the hereinafter named Mortgagor this __ day of, 200_, by and among

AMERICAN WOODMARK CORPORATION

A Virginia corporation
3102 Shawnee Drive
Winchester, Virginia, 22601

("Mortgagor")

and

PERRY, HARLAN, LESLIE, BREATHITT
REGIONAL INDUSTRIAL AUTHORITY, INC.,

A Kentucky non-profit corporation 917 Perry Park Road
Hazard, Perry County, Kentucky, 41701

("Mortgagee")

For the purpose of securing the payment of the indebtedness herein mentioned and securing the fulfillment of all the covenants and conditions hereinafter contained, Mortgagor hereby conveys in FEE SIMPLE to Mortgagee with covenant of GENERAL WARRANTY the Property located in Perry County, Kentucky, more particularly described on Exhibit "A" attached hereto and made a part hereof,

TOGETHER with the buildings and improvements erected thereon, or hereafter erected thereon, and the rights, privileges and appurtenances thereto belonging or in any way appertaining, and all goods and other tangible personal property, moveable or immoveable, which are or are to become fixtures, including, but not limited to, all heating, plumbing, air conditioning and lighting fixtures and appliances now or hereafter on or affixed to the property, whether now owned or hereafter acquired by Mortgagor; and

TOGETHER with all materials intended for construction, re-construction, alteration and repair of such buildings and improvements now or hereafter erected thereon, all of which materials shall be deemed to be included within said buildings and improvements immediately upon the delivery thereof to the Property, and

TOGETHER with all accounts, contracts, permits, licenses, waivers, or consents now or hereafter dealing with, affecting or concerning the Property, including, without limitation, all rights accruing to Mortgagor from any and all contracts with ail contractors, architects, engineers or subcontractors relating to the construction or renovation of improvements on or upon the Property, including performance and/or materialmen's bonds; and

TOGETHER with all rights of Mortgagor in and to any and all contracts with utility companies, whether now existing or hereafter entered into, for the providing of service to the Property, including all fees or refunds; and

EXHIBIT B

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TOGETHER with all licenses, permits and/or operating permits issued in favor of, for the account of, or granted to Mortgagor by any division or department of the Commonwealth of Kentucky, or by any other government or quasi governmental authority having the power and authority to issue any such permits and licenses in connection with the Property, whether now existing or hereafter acquired by Mortgagor; and

TOGETHER with all insurance awards and proceeds arising out of damage to said Property, and all awards and other compensation heretofore or hereafter to be made to Mortgagor for any taking by eminent domain, either permanent or temporary, of all or any part of said Property or buildings or improvements or any interest therein, or easement or appurtenance thereof, including severance and consequential damage and change in grade of streets, which said awards and compensation are hereby assigned to Mortgagee, and

TOGETHER with all of Mortgagor's rights, title and interest in any and all leases, tenant contracts, rental agreements, management contracts, operating agreements, and any and all rents, deposits and accounts receivable which are now due or may hereafter become due by reason of the renting and/or leasing of the Property and the improvements thereon, whether such renting and/or leasing is with respect to periods prior to or after this date; and

TOGETHER with all rights, privileges, rights of way, easements and appurtenances in any way associated with the Property;

whether now owned or hereafter acquired by Mortgagor; and all cash and non-cash proceeds of all of the above, and all renewals or replacements thereof or articles in substitution therefor, and all general intangibles (including choses in action) which may relate to any of the foregoing or to the Property generally, and this Mortgage is hereby deemed to be as well a security agreement pursuant to Article 9 of KRS Chapter 355 for the purpose of creating a security interest in any personal property securing the indebtedness and the Mortgagee is authorized to perfect the same by electronic or other filing as maybe allowed by law;

TO HAVE AND TO HOLD the same unto Mortgagee, its successors and assigns forever.

Mortgagor is justly indebted to Mortgagee for borrowed money in the principal sum of FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($450,000.00), evidenced by a promissory note (the "Note") of even date herewith, with interest thereon as provided therein, executed and delivered by Mortgagor to the order of Mortgagee, with principal and interest payable as stated therein, and with other provisions and obligations, all of which are incorporated herein by reference. The Note bears a final maturity date of December 31, 2004.

This Mortgage is delivered pursuant to a loan agreement (the "Loan Agreement") of even date herewith by and among the Mortgagor and the Mortgagee which requires Mortgagor to construct an Industrial Facility on certain Property known as Lot # 105 of the Coalfields Industrial Park in Perry County, Kentucky. Any terms defined in the Loan Agreement and not otherwise defined herein shall have the same meaning herein as in the Loan Agreement.

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Mortgagor covenants lawful seisin of the Property, full right and power to mortgage and convey the same, and that the same is free from all liens and encumbrances except (i) this first mortgage in favor of the Authority; (ii) restrictions and stipulations of record as to use, improvement and occupancy of the Property; (iii) governmental laws and regulations affecting the Property; and, (iv) liens for real property taxes and assessments not yet due and payable. Mortgagor further covenants that it has good and marketable title to the same and that this Mortgage is and shall be a valid first lien against the Property.

Mortgagor, in order to more fully protect the security of this Mortgage, covenants and agrees as follows:

1. To pay the Note and interest thereon when due.

2. To pay, when due, all taxes and assessments of every type and nature levied or assessed against the Property or any interest therein or any part thereof, and any claim, lien or encumbrance against the Property which may be or become prior to the lien of this Mortgage, and if requested by Mortgagee, to deliver or exhibit receipts therefor to Mortgagee at least fifteen (15) days before the same shall become delinquent.

3. To keep the improvements now existing or hereafter erected on the Property insured according to the terms and conditions of the Loan Agreement. In the event of loss, Mortgagor shall give immediate notice by certified mail, return receipt requested, to Mortgagee, and Mortgagee may make proof of loss if not made promptly by Mortgagor; and the insurance proceeds, or any part thereof, shall be applied to the Mortgagee or the Mortgagor as provided in the Loan Agreement. In the event of foreclosure of this Mortgage, or other transfer of title to the Property in extinguishment of the debt secured hereby, all right, title and interest of Mortgagor in and to any insurance policies then in force shall pass to the purchaser or grantee.

4. Mortgagor represents and warrants that no Hazardous Materials exist on, under or about the Property or, to the best of Mortgagor's knowledge after diligent inquiry, have been transported to or from the Property or used, generated, manufactured, stored or disposed of on, under or about the Property, except in full compliance with any applicable laws, and the Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or the environmental conditions on, under or about the Property, including, without limitation, soil and groundwater conditions, as more particularly set forth in the Loan Agreement, the terms of which are incorporated herein by reference.

5. That Mortgagor: (a) will maintain the Property in good condition and repair; Co) will not commit or suffer waste thereof; (c) will comply with all laws, ordinances, regulations, covenants, conditions and restrictions affecting the Property, and will not suffer or permit any violation thereof; and (d) will not remove, demolish or alter the design or structural character of any building now or hereafter erected on the Property unless Mortgagee shall first consent thereto in writing.

6. If Mortgagor falls to maintain the insurance provided for herein or to keep the policy or policies therefor deposited with Mortgagee, or to pay the cost thereof, or to pay taxes and assessments, or to promptly make repairs and replacements, then Mortgagee may, at its option, procure and pay for such insurance, pay such taxes or assessments, or cause such repairs or replacements to be effected, and the money so advanced by Mortgagee, with interest thereon at

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the maximum legal rate of interest, payable monthly, shall be paid by Mortgagor to Mortgagee on demand, and such advances shall be secured by this Mortgage and the lien therefor shall be deemed equal in dignity to the lien securing the other indebtedness hereby secured.

7. If Mortgagor fails: (a) to construct the Industrial Facility as provided in the Loan Agreement or to pay the principal or interest, if any, provided for in the Note when the same shall be due, thereby constituting an Event of Default under the Loan Agreement; or (b) to pay taxes or assessments when due; or (c) to keep the improvements now existing or hereafter erected on the Property insured against loss or damage as provided herein or to pay the premiums for such insurance when they become due; or (d) to keep the Property in good condition and repair; or (e) to keep or perform any covenant or stipulation of this Mortgage; or (If) if proceedings are instituted involving title to the Property or any part thereof, including the foreclosure of any mortgage or any other lien against the Property; or (g) if Mortgagor is adjudged bankrupt in either voluntary or involuntary proceedings; then in any of such case, Mortgagee may declare the whole indebtedness secured hereby to be at once due and payable, and forthwith proceed to collect the same and to enforce this Mortgage by suit or otherwise; and in any of such cases Mortgagee may enter on the Property, collect the rents, issues and profits therefrom, and after paying all expenses of such conditions, and a reasonable compensation for itself, apply the money collected to the satisfaction of the indebtedness hereby secured. In any of such events of default herein mentioned, Mortgagee may, at its option, apply to any court of competent jurisdiction for the appointment of a receiver of the Property to manage the same and to collect the rents, issues and profits therefrom, and after deducting the costs and expenses of such receivership and a reasonable compensation for the receiver's services, apply the remainder of such rent, issues and profits so received to the satisfaction of the indebtedness hereby secured. It is further agreed that the grounds for the appointment of a receiver herein set out shall be in addition to and not in limitation of the statutory remedy of receivership and may be invoked either in aid of or without proceeding for the foreclosure and sale of the Property. Mortgagor agrees to pay for the foreclosure and sale of the Property. Mortgagor agrees to pay to Mortgagee reasonable attorney fees incurred by Mortgagee in the event of a default hereunder to the extent such fees are actually paid or agreed to be paid by Mortgagee, except such fees as are paid by Mortgagee to a salaried employee of Mortgagee. This Mortgage shall secure payment to Mortgagee by Mortgagor of such fees.

8. No delay by Mortgagee in the exercise of any of its rights or remedies hereunder, or otherwise afforded by law, shall operate as a waiver thereof, or preclude the exercise thereof during the continuance of any default hereunder. An express waiver of any obligation of Mortgagor shall not at any time thereafter be held to be a waiver of any of the terms or conditions of this Mortgage except as specified in the express waiver, and that only for the time and to the extent stated in the express waiver.

9. With respect to all or any part of the Property, or any legal or equitable interest therein, the Mortgagor, or any successor in interest to the Mortgagor, shall not (i) sell, (ii) convey, (iii) transfer, (iv) lease for more than one year, except as specifically permitted in the Loan Agreement, (v) lease with option to purchase, or (vi) enter into a contract for deed or bond for deed (all of the foregoing being hereinafter referred to as "Transfer" or "Transferred") without the prior written consent of Mortgagee. Such consent may be conditioned on such modifications of this Mortgage and the indebtedness which it secures as Mortgagee may deem necessary at the time of such consent,

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including, without limitation, changing the interest rate applicable to said loan for the remaining term of the loan, and the proposed purchaser or transferee of the Property meeting the then existing standards of credit and financial responsibility required of Mortgagor by Mortgagee. If the Property is Transferred with written consent of Mortgagee, the purchaser or transferee shall assume the balance then owing on the indebtedness and all of the obligations relating thereto (including any modifications that may be conditions for Mortgagee's consent to the Transfer) and shall pay to Mortgagee such transfer fee as is required by Mortgagee at the time of the Transfer. The Mortgagee may declare the entire debt secured hereby immediately due and payable and enforce this Mortgage, without notice to Mortgagor, in the event the Property is Transferred without the written consent of Mortgagee or the purchaser declines to assume the indebtedness secured by this Mortgage as herein provided. If title to the Property or any part thereof or any interest therein is Transferred with or without Mortgagee's written consent, such Transfer shall not operate to release, discharge, modify, change or affect the original liability of Mortgagor or any subsequent persons who become obligated by reason of the assumption of the debt secured, either in whole or in part.

10. Without affecting the liability of Mortgagor or any subsequent persons who may become obligated (except any person expressly released in writing) to pay any indebtedness secured hereby or to perform any obligation contained herein, and without affecting the rights of Mortgagee with respect to any security not expressly released in writing, Mortgagee may, at the time and from time to time, either before or after the maturity of the Note, and without notice or consent: (i) release any person liable for payment of all or any part of the indebtedness or for performance of any obligations; (ii) make any agreement extending the time or otherwise altering the terms of payment of all or any part of the indebtedness, or modifying or waiving any obligation, or subordinating, modifying or otherwise dealing with the lien or charge thereof;
(iii) exercise or refrain from exercising or waive any right Mortgagee may have;
(iv) accept additional security of any kind; and (v) release or otherwise deal with any property, real or personal, securing the indebtedness, including all or any part of the Property mortgaged hereby.

11. As further security for payment of the indebtedness and performance of the obligations, covenants and agreements secured hereby, Mortgagor hereby transfers, sets over and assigns to Mortgagee all judgments, awards of damages and settlements hereafter made as a result of or in lieu of any taking of the Property or any part thereof under the power of eminent domain, or for any damage (whether caused by such taking or otherwise) to the Property or the improvements thereon or any part thereof, including any award for change of grade of streets. Mortgagee may apply all such sums or any part thereof so received on the indebtedness secured hereby in such manner as it elects or, at its option, the entire amount or any part thereof so received may be released.

12. In the event of the enactment of or change in (including, without limitation, a change in interpretation of) any applicable law subjecting Mortgagee to any tax or changing the basis of taxation of mortgages, Deeds of Trust, or other liens or debts secured thereby, or the manner of collection of such taxes, in each such case, so as to affect this Mortgage, the indebtedness evidenced by the Note or Mortgage, and the result is to increase the taxes imposed upon or the cost to Mortgagee of maintaining the indebtedness, or to reduce the amount of any payments receivable hereunder, then, and any such event, Mortgagor shall, on demand, pay to Mortgagee additional amounts to compensate for such increased costs or reduced amounts, provided that if any

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such payment or reimbursement shall be unlawful or would constitute usury or render the indebtedness wholly or partially usurious under applicable law, then Mortgagee may, at its option, declare the indebtedness immediately due and payable or require Mortgagor to pay or reimburse Mortgagee for payment of the lawful and non-usurious portion thereof.

13. Mortgagor shall assign to Mortgagee any and all present and/or future leases of all or any part of the Property should Mortgagee, at its sole option, request such assignment or assignments.

14. Mortgagor agrees that no additional mortgage, lien or equity position other than those set forth hereinabove shall be placed or allowed to exist on the Property without the prior written approval of Mortgagee, which approval shall not be unreasonably withheld.

15. This Mortgage is made to secure a loan for the purpose of erecting or adding to a building and otherwise improving real property.

16. Anything in this Mortgage to the contrary notwithstanding, it is understood and agreed by the parties hereto that this loan is made pursuant to the terms of the Loan Agreement, the terms of which are hereby incorporated by reference. Any Event of Default under the terms of the Loan Agreement shall constitute a default under this Mortgage and shall entitle Mortgagee to all the rights and remedies set forth herein. If a conflict should arise between the provisions of this Mortgage and the provisions of the Loan Agreement, the Loan Agreement shall prevail.

17. Any agreement hereafter made by Mortgagor and Mortgagee pursuant to this Mortgage shall be superior to the rights of the holder of any intervening lien or encumbrance.

18. This Mortgage shall secure all renewal notes executed in lien of the Note and also any extensions of the Note.

PROVIDED, HOWEVER, that if Mortgagor faithfully performs its obligations under the terms of the Loan Agreement or otherwise pays in full the indebtedness secured hereby and performs all the covenants and stipulations hereof, Mortgagee shall immediately release this Mortgage on the request of and at the cost of Mortgagor, and this Mortgage shall be null and void.

The covenants herein contained shall bind, and the benefits and advantages shall inure to, the respective heirs, executors, administrators, successors, and assigns of the parties hereto, and wherever used, the singular number shall include the plural, and the use of any gender shall include all genders.

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IN WITNESS WHEREOF, Mortgagor has executed this Mortgage on the above date.

MORTGAGOR:

AMERICAN WOODMARK CORPORATION

By:

Title:

COMMONWEALTH OF KENTUCKY)

)SS

COUNTY OF )

The foregoing instrument was signed, sworn to and acknowledged before me on this the __ day of , 200.__, by in his capacity as of American Woodmark Corporation, a Virginia corporation, for and on behalf of said corporation.

NOTARY PUBLIC, STATE AT LARGE, KY

My Commission expires:

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EXHIBIT "A"

Coalfields Lot #105

A Certain Parcel of Land Located in Perry County Kentucky in the Perry, Harlan, Leslie, Breathitt Regional Industrial Authority Inc. (Coalfields Industrial Park), Being Lot #105 and More Particularly Described as Follows:

Beginning on an iron pin w/cap set at the intersection of Coalfields Industrial Boulevard (Adopted County Road) and Woodmark Way (Proposed), said point has a coordinate value based on the Coalfields Industrial Park Coordinate System of N: 384132.285, E: 2718524.408; Thence with the West right of way of Coalfields Industrial Boulevard, 50' from and parallel to the center of said road S 00?31'19"W 436.78' to an iron pin w/cap set; Thence S 00?09'32" E 318.08 to an iron pin w/cap set; Thence S 00?00'05" E 23.28' to an iron pin w/cap set; Thence severing the lands of the Grantor (D.B. 271 pg. 425, parcel # 1) due West 1647.75' to an iron pin w/cap, stamped Forrester Hamilton 2736, found at a common corner to the Grantor and ANR Coal Co., LLC (D.B. 208 pg. 266, and M.B. 28 pg. 337); Thence with said line N 83?10'53'W 147.78' to an iron pin w/cap set at the South East corner of the proposed Woodmark Way; Thence with the East right of way of said road 37.5' from and parallel to the center of said road due North 732.07' to an iron pin w/cap set; Thence with a curve to the right with an arc length of 58.90', a radius of 37.5', a chord bearing of N 45?00'00"E, and a chord length of 53.03' to an iron pin w/cap set; Thence continuing with the South right of way of said road due East 1760.09' to the Beginning.

Containing 1,395,073.0 Sq. Ft. or 32.0265 Acres as Surveyed by Leo Miller P.L.S #1904 of Leo Miller & Assoc. Inc. On 11-23-01.

SOURCE OF TITLE: Being a portion of Parcel No. 1 (surface and mineral rights) of the property conveyed from Coastal Coal Company, LLC, to Mortgagee by deed dated September 30, 1998, and recorded in Deed Book 271, page 425 of record in the Perry County Clerk's Office and that same property conveyed to Mortgagor by Mortgagee by deed dated 200 , and recorded in Deed Book , page of record in the Perry County Clerk's Office.

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STATE OF KENTUCKY             )
                              )ss
COUNTY OF PERRY               )

I, Haven King, Clerk of Perry County, do hereby certify that the foregoing Mortgage was on the day of ., 200 , lodged in my office for record and that it, the foregoing, and this my certificate have been duly recorded in my said office in Mortgage Book __, page

Witness my hand on this the __ day of ,200

HAVEN KING, CLERK

By:_ D.C.

This instrument was prepared by the law
firm of Hollon, Collins & Clemons,
Hazard, Kentucky.

Attorney

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EXHIBIT "D"

GENERAL SPECIFICATIONS FOR THE INDUSTRIAL FACILITY

The Industrial Facility will consist of an approximately 218,000 square foot masonry and steel framed primary structure with several outbuildings and appurtenant facilities generally as depicted on the drawing attached hereto.

EXHIBIT "E"

February__,2002

Ed Harris, Chairman
Perry-Harlan-Leslie-Breathitt
Regional Industrial Authority, Inc.
917 Perry Park Road
Hazard, Kentucky 41701

Re:        $450,000.00 Loan from the Perry-Harlan-Leslie-Breathitt
           Regional Industrial Authority ("Authority) to American
           Woodmark Corporation, in accordance with that certain
           Multi-County Local Government Development Fund ("LGEDF") Grant

Dear Chairman Harris:

We have acted as special Virginia counsel for American Woodmark Corporation (the "Company"), a Virginia corporation, in connection with the $450,000.00 loan from the Authority to the Company, in accordance with the terms and conditions of the LGEDF Grant. In delivering the opinions set forth herein, we have examined originals (or copies thereof, certified to our satisfaction) of such organizational documents of the Company and other documents, records, papers, certificates and public records as we have deemed relevant and necessary in order to express the opinions set forth herein. In addition, we have relied on the representations and warranties of the Company contained in the Loan Documents (as hereinafter defined).

In delivering the opinions set forth herein, we have also reviewed the following documents and instruments executed by the Company in connection with the Loan and the Grant, (collectively, the "Loan Documents"):

1. That certain Grant Agreement by and among KEDFA, the Authority and the Company dated as of ,2002;

2. That certain Loan Agreement between the Company and the Authority dated , 2002; and

3. That certain Promissory Note executed by the Company dated ., 2002.

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Ed Harris, Chairman
Perry-Harlan-Leslie-Breathitt
Regional Industrial Authority, Inc.
February, 2002

Page 2

In the course of our examination of the documents, we have assumed the genuineness of all signatures, other than the signatures of the officials of the Company, the authenticity of all documents submitted to us as originals, and the conformity to the original documents of all documents submitted to us as copies.

Based on the foregoing, it is our opinion that:

1. The Company is a validly existing Virginia corporation;

2. The Company has the requisite corporate power to execute and deliver the Loan Documents, and to observe and perform the provisions of the Loan Documents;

3. The execution and delivery of the Loan Documents by the Company and the performance and/or observance thereby of the provisions of the Loan Documents, does not and will not (i) violate any Virginia law, statute, court, decision, rule, order or regulation applicable to the Company or (ii) to our knowledge, constitute a default or a violation under, result in the imposition of any lien under, or conflict with, or result in any breach of any of the provisions of, any existing material contract or other material obligation binding upon the Company and known to us;

4. The officers of the Company who executed the Loan Documents are duly authorized to execute and deliver the Loan Documents on behalf of the Company, and the Loan Documents are the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with their respective terms and conditions, (a) except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, arrangement or other similar laws now or hereafter in effect relating to or affecting enforcement of creditors' rights generally (including, without limitation, the effect of statutory or other laws regarding fraudulent transfers or preferential transfers or distributions), (b) except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenant of good faith and fair dealing or would be commercially unreasonable, and (c) except that we express no opinion as to the legality, validity, binding nature or enforceability of (i) any provision providing for the payment of fees or the payment or reimbursement of costs and expenses for claims, losses or liabilities in excess of a reasonable amount determined by a court or other tribunal, (ii) any broadly stated waivers, including, without limitation, waivers of presentment, demand, protest or notice, any waivers that are found by a court to be against public policy or any waivers that are ineffective pursuant to statutes and judicial decisions, or (iii) any provision that requires or relates to the payment of interest at a rate or in an amount, after the maturity or

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Ed Harris, Chairman
Perry-Harlan-Leslie-Breathitt
Regional Industrial Authority, Inc.
February __, 2002

Page 3

after or upon acceleration of the liabilities evidenced thereby, or after or during the continuation of any default, unmatured default or other circumstance, that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture; and

5. To our knowledge, there is no litigation or proceeding involving the Company pending or threatened in any Virginia court or administrative agency, the outcome of which could be reasonably expected to materially and adversely affect the ability of the Company to meet its obligations under the Loan Documents.

We are licensed to practice law in the Commonwealth of Virginia and do not purport to express any opinion concerning the laws of any jurisdiction other than the Commonwealth of Virginia. To the extent that any of the Loan Documents are governed by the laws of the State of Kentucky, we have, with your permission, assumed that such laws conform to the laws of the Commonwealth of Virginia.

When reference is made in the opinion expressed herein to "knowledge" or to what is "known to us," or a similar phrase, it means the current actual knowledge attributable to our representation of the Company in connection with the Loan Documents of only those partners and associates who have had a significant involvement with negotiation or preparation of this letter. However, except as otherwise indicated, we have not undertaken any independent investigation to determine the accuracy of any factual information of statements referred to in the preceding paragraph, and no inference that we have any knowledge of any matters pertaining to such information or statements should be drawn from our representation of the Company.

No one other than you shall be entitled to rely on the opinions expressed herein. This opinion is not intended to be used in any transaction other than the one described above. This opinion is being delivered to you with the understanding that neither it nor its contents may be published, communicated or otherwise made available, in whole or in part, to any other person or entity without, in each instance, our specific prior written consent.

Sincerely yours,

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EXHIBIT 10.10 (j) 2

DEED OF CONVEYANCE

This DEED OF CONVEYANCE, made and entered into this 12th day of March, 2002, by and between PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC., with offices at 917 Perry Park Road, Hazard, Kentucky 41701, party of the first part ("Grantor"), and AMERICAN WOODMARK CORPORATION, with offices at 3102 Shawnee Drive, Winchester, Virginia 22601, party of the second part ("Grantee").

WITNESSETH:

That said Grantor, for and in consideration of the sum of Four Hundred Fifty Thousand Dollars and No Cents ($450,000.00), as evidenced by a Promissory Note of even date herewith and forgiveable or otherwise payable in accordance with the terms thereof and pursuant to a Loan Agreement also of even date herewith, the receipt and adequacy of which consideration is hereby acknowledged, has bargained and sold and by these presents does hereby bargain, sell, grant and convey unto the Grantee, its successors and assigns, all of its right, title and interest, including both the surface and certain mineral rights (excluding oil and gas and appurtenant rights hereinafter described) on Lot No. 105 of the Coalfields Industrial Park on the Hollybush Branch and the Right Fork of the Rockhouse Fork of Tenmile Creek of Lost Creek of Troublesome Creek and Wiley Miller Branch of Grapevine Creek of the North Fork of the Kentucky River in Perry County, Kentucky, and more particularly described and bounded as follows:

-4-

Metes and Bounds Description

Coalfields Lot # 105

A Certain Parcel of Land Located in Perry County Kentucky in the Perry, Harlan, Leslie, Breathitt Regional Industrial Authority Inc. (Coalfields Regional Industrial Park), Being Lot #105 and More Particularly Described as Follows:

Beginning on an iron pin w/cap set at the intersection of Coalfields Industrial Boulevard (Adopted County Road) and Woodmark Way (Proposed), said point has a coordinate value based on the Coalfields Industrial Park Coordinate System of N: 384132.285, E: 2718524.408; Thence with the West right of way of Coalfields Industrial Boulevard, 50' from and parallel to the center of said road S 00(degree)31'19"W 436.78' to an iron pin w/cap set; Thence S 00(degree)09'32" E 318.08 to an iron pin w/cap set; Thence S 00(degree)00'05" E 23.28' to an iron pin w/cap set; Thence severing the lands of the Grantor (D.B. 271 pg. 425, parcel # 1) due West 1647.75' to an iron pin w/cap, stamped Forrester Hamilton 2736, found at a common corner to the Grantor and ANR Coal Co., LLC (D.B. 208 pg. 266, and M.B. 28 pg. 337); Thence with said line N 83(degree)10'53"W 147.78' to an iron pin w/cap set at the South East corner of the proposed Woodmark Way; Thence with the East right of way of said road 37.5' from and parallel to the center of said road due North 732.07' to an iron pin w/cap set; Thence with a curve to the right with an arc length of 58.90', a radius of 37.5', a chord bearing of N 45(degree)00'00"E, and a chord length of 53.03' to an iron pin w/cap set; Thence continuing with the South right of way of said road due East 1760.09' to the Beginning.

Containing 1,395,073.0 Sq. Ft. or 32.0265 Acres as Surveyed by Leo Miller P.L.S #1904 of Leo Miller & Assoc. Inc. On 11-23-01.

SOURCE OF TITLE: Being a portion of Parcel No. 1 (surface and mineral rights) of the property conveyed from COASTAL COAL COMPANY, LLC, to Grantor by deed dated September 30, 1998, and recorded in Deed Book 271, page 425 of record in the Perry County Clerk's Office.

EXCEPTION NO. 1

This conveyance is subject to those certain rights of access to future utility services and to those reservations of easement or access rights in favor of Coastal Coal Company, LLC and Mountain Properties, Inc., and the lessees, licensees, successors and assigns of each, for ingress and egress to that property denoted as Coastal Coal Company LLC's tract #'s PE-239 and PE-

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241 which are contained in Deed Book 271, page 425 and Deed Book 271, page 419 in the Perry County Clerk's Office.

EXCEPTION NO. 2

This conveyance is expressly made subject to those rights and privileges reserved and excepted for development of certain oil and gas reserves by Coastal Coal Company, LLC in the Deed of Conveyance dated September 30, 1998 recorded at Deed Book 271, page 425 in the Perry County Clerk's Office, including (i) those rights granted to Kentucky West Virginia Gas Company by Virginia, Iron, Coal & Coke Company by deed dated April 17, 1939, and of record at Deed Book 72, page 311, records of the Perry County Clerk's Office; and (ii) those rights and privileges granted to the Hazard-Perry County Airport Board by VICC Land Company and Kentucky-West Virginia Gas Company by deed dated April 29, 1980, and of record at Deed Book 182, page 644, records of the Perry County Clerk's Office.

EXCEPTION NO. 3

This conveyance is made subject to a continuing right of entry under mining permits issued pursuant to state and federal law and certain residual leasehold rights with respect to reclamation obligations under certain mining permits issued under state and federal law that survived the expiration or termination of the Indian Head Mining, Inc. and River Coal Company, Inc. Consolidated and Amended Lease Agreement dated November 11, 1977, which was assigned to Pro-Land, Inc. on January 25, 1983, and such rights as pertain to the use of the lease area for ingress and egress pursuant to that certain Surface Lease dated May 1, 1987 between Apache Mining Company d/b/a Enterprise Coal Company and Pro-Land, Inc., as the same may have been modified by unrecorded Agreement dated September 30, 1998 among Grantor, Coastal Coal Company, LLC, Pro-Land, Inc. d/b/a Kern Coal Company and Leslie Resources, Inc.

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EXCEPTION NO. 4

Ingress and egress to and from the properties is subject to those rights of access and for utility easements granted by Enterprise Coal Company the Perry County Fiscal Court by Deed of Conveyance dated October 11, 1993 recorded at Deed Book 243, page 719 and Deed of Correction dated September 21, 1994 recorded at Deed Book 252, page 201, and by Coastal Coal Company, LLC to the Perry County Fiscal Court by Right of Way Deed dated December 22, 1998 recorded at Deed Book 272, page 676, and by the Grantor to the Perry County Fiscal Court by Right of Way Deed dated January 15, 2002 recorded at Deed Book 291, page 229, all of record in the Perry County Clerk's Office.

EXCEPTION NO. 5

This conveyance is made subject to the terms of those certain Declarations of Covenants, Conditions and Restrictions between Grantor and the Kentucky Economic Development Finance Authority dated October 7, 1998 recorded at Deed Book 271, page 439 in the Perry County Clerk's Office.

EXCEPTION NO. 6

There is hereby excepted all existing conditions, covenants, easements, exceptions, reservations, restrictions and rights-of-way of whatever nature, if any, whether or not of record in the Perry County Clerk's Office or otherwise, and to any state of facts that an accurate survey may reveal, and the conveyance is expressly subject to all city, county, municipal and state zoning laws and other ordinances, regulations, and restrictions, including statutes and other laws of municipal, county or other governmental authorities applicable to, and enforceable against, the property described herein.

MISCELLANEOUS PROVISIONS

1. All real estate and/or ad valorem taxes, if any, assessed against the land herein conveyed for the current tax year assessed as of January 1, 2002 shall be prorated between Grantor and Grantee.

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TO HAVE AND TO HOLD the same, together with the appurtenances thereunto belonging unto the Grantee, its successors and assigns forever, with covenants of General Warranty.

IN TESTIMONY WHEREOF, witness the signatures of the Grantor on this the day and year first above written.

GRANTOR:
PERRY, HARLAN, LESLIE, BREATHITT
REGIONAL INDUSTRIAL AUTHORITY, INC.

By: Ed Harris, Chairman

CERTIFICATE OF PARTIES

We, PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC., by its duly authorized Chairman, Ed Harris, Grantor, and AMERICAN WOODMARK CORPORATION, by its duly authorized officer, Dave Blount, Grantee, do hereby swear and/or affirm, pursuant to KRS Chapter 382, that the fair market value of the above stated property is Four Hundred Fifty Thousand Dollars and No Cents($450,000.00).

GRANTOR:
PERRY, HARLAN, LESLIE, BREATHITT
REGIONAL INDUSTRIAL AUTHORITY, INC.

By: Ed Harris, Chairman

GRANTEE:
AMERICAN WOODMARK CORPORATION

By: David Blount
Its: Sr. Vice President

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STATE OF KENTUCKY     )
                      )ss
COUNTY OF Perry       )

I hereby certify that the foregoing Deed and Certificate of the Parties was duly subscribed, sworn to and acknowledged before me by Ed Harris as Chairman of the PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC., on 12th.day of February. 2002.

Notary Public

My commission expires 11/25/02.

STATE OF Virginia )

CITY OF Winchester )

I hereby certify that the foregoing Certificate of the Parties was duly subscribed, sworn to and acknowledged before me by David L Blount of AMERICAN WOODMARK CORPORATION, on this 1/st/ day of March, 2002.

Brenda Dupont

Notary Public'

My commission expires
Brenda Dupont
Notary Public, State of Virginia
My Commission Expires December 31, 2003

-9-

STATE OF KENTUCKY    )
                     )SS
COUNTY OF PERRY      )

I, Haven King, Clerk of Perry County, do hereby certify that the foregoing Deed of Conveyance was on the 12th day of March,2002, lodged in my office for record and that it, the foregoing, and this my certificate have been duly recorded in my said office in Deed Book 292, page 127.

Witness my hand on this the 12th day of March,2002.

HAVEN KING, CLERK

By: Barbara Sue Franks D.C.

This instrument prepared by the law
firm of Hollon, Collins & Clemons,
Hazard, Kentucky.

Paul R. Collins
Attorney

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EXHIBIT 10.10 (j) 3
MORTGAGE

THIS MORTGAGE is executed by the hereinafter named Mortgagor this 12th day of March,2002, by and among

AMERICAN WOODMARK CORPORATION

A Virginia corporation
3102 Shawnee Drive
Winchester, Virginia, 22601

("Mortgagor")

and

PERRY, HARLAN, LESLIE, BREATHITT
REGIONAL INDUSTRIAL AUTHORITY, INC.,

A Kentucky non-profit corporation 917 Perry Park Road
Hazard, Perry County, Kentucky, 41701

("Mortgagee")

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TOGETHER with all rights, privileges, rights of way, easements and appurtenances in any way associated with the Property;

TO HAVE AND TO HOLD the same unto Mortgagee, its successors and assigns forever.

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Mortgagor, in order to more fully protect the security of this Mortgage, covenants and agrees as follows:

1. To pay the Note and interest thereon when due.

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-14-

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13. Mortgagor shall assign to Mortgagee any and all present and/or future leases of all or any part of the Property should Mortgagee, at its sole option, request such assignment or assignments.

15. This Mortgage is made to secure a loan for the purpose of erecting or adding to a building and otherwise improving real property.

17. Any agreement hereafter made by Mortgagor and Mortgagee pursuant to this Mortgage shall be superior to the rights of the holder of any intervening lien or encumbrance.

18. This Mortgage shall secure all renewal notes executed in lien of the Note and also any extensions of the Note.

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IN WITNESS WHEREOF, Mortgagor has executed this Mortgage on the above date.

MORTGAGOR:

AMERICAN WOODMARK CORPORATION

By: David L. Blount

Title: Sr. Vice. President

COMMONWEALTH OF Virginia)
)SS
CITY OF Winchester )

The foregoing instrument was signed, sworn to and acknowledged before me on this the 1st day of March, 2002, by David L. Blount in his capacity as Senior Vice President, Manufacturing of American Woodmark Corporation, a Virginia corporation, for and on behalf of said corporation.

NOTARY PUBLIC, STATE AT LARGE

My Commission expires:

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EXHIBIT "A"

Coalfields Lot #105

Containing 1,395,073.0 Sq. Ft. or 32.0265 Acres as Surveyed by Leo Miller P.L.S #1904 of Leo Miller & Assoc. Inc. On 11-23-01.

SOURCE OF TITLE: Being a portion of Parcel No. 1 (surface and mineral rights) of the property conveyed from Coastal Coal Company, LLC, to Mortgagee by deed dated September 30, 1998, and recorded in Deed Book 271, page 425 of record in the Perry County Clerk's Office and that same property conveyed to Mortgagor by Mortgagee by deed dated March 12, 2002, and recorded in Deed Book 292, page 127 of record in the Perry County Clerk's Office.

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STATE OF KENTUCKY             )
                              )ss
COUNTY OF PERRY               )

I, Haven King, Clerk of Perry County, do hereby certify that the foregoing Mortgage was on the 12th day of March, 2002, lodged in my office for record and that it, the foregoing, and this my certificate have been duly recorded in my said office in Mortgage Book 183, page 162.

Witness my hand on this the 12th day of March,2002.

HAVEN KING, CLERK

By: D.C.

This instrument was prepared by the law
firm of Hollon, Collins & Clemons,
Hazard, Kentucky.

Attorney

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EXHIBIT 10.10 (j) 4
ASSIGNMENT

This assignment is entered into this 1st day of March, 2002 by and between PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY, INC., ("AUTHORITY") a Kentucky non-profit corporation, with address at 917 Perry Park Road, Hazard, Kentucky 41701 and AMERICAN WOODMARK CORPORATION ("COMPANY") a Virginia corporation, with an address of 3102 Shawnee Drive, Winchester, Virginia 22601.

WITNESSETH:

WHEREAS, the Authority, the Company, and the Kentucky Economic Development Finance Authority ("KEDFA") have entered into an agreement, by and through the Grant Agreement, Loan Documents and Supporting Documents, setting forth the rights, responsibilities and obligations of the parties thereto relating to the acquisition of property and the construction of a facility for the location of an cabinet manufacturing facility on property located in the Coalfields Regional Industrial Park and more particularly described on Exhibit "A" attached herewith ("Property"); and

WHEREAS, it is the intention of the parties that the Company shall acquire the Property and construct a facility to attract and locate an cabinet manufacturing facility firm which shall create and provide opportunities for full-time employment for the residents of the region; and

WHEREAS, on October 24, 2001, KEDFA approved a Local Government Economic Development Fund ("LGEDF") grant to the Authority totaling $8,000,000.00, a portion of which was to be utilized for eligible costs related to the location of the Company to the Coalfields Regional Industrial Park; and

WHEREAS, pursuant to the agreement between the Authority and the Company the purchase price of the property is for $450,000.00; and

WHEREAS, it is the intention of the parties that $450,000.00 of the funding provided by the LGEDF grant to the Authority be provided by the Authority to the Company for purchase of the property; and

WHEREAS, it is the parties' desire to enter into this assignment to allow the Company to assign it's right, title and interest to Authority without the requirement of the payment of the $450,000.00 to the Company by Authority and then the return to the Authority of the same amount of funds by the Company for the purchase of the property;

NOW THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

1. The Authority and the Company, by virtue of this assignment agreement, agree that $450,000.00 of the LGEDF grant awarded to the Authority shall and is hereby assigned by the Authority to the Company for purchase of the property located at the Coalfields Regional Industrial Park to be utilized for the development of a cabinet manufacturing facility.

2. The Authority and the Company further agree that simultaneously the funds assigned by the Authority to the Company in Paragraph 1 above are assigned back to the Authority from the Company to be applied towards the purchase of the property in the Coalfields Regional Industrial Park to fulfill

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the requirements of the agreement executed between the parties for purchase of the property in the amount of $450,000.00.

IN WITNESS HEREOF, the Parties have each caused this Assignment agreement to be executed by their duly authorized officers and delivered as of the date first above written.

PERRY, HARLAN, LESLIE, BREATHITT
REGIONAL INDUSTRIAL AUTHORITY, INC.,
a Kentucky Regional Industrial Authority, non-Profit Corporation

By: Ed Harris Date: 2/13/02 Ed Harris, Chairman

AMERICAN WOODMARK CORPORATION,

a Virginia corporation

Date: David L. Blount                                Date: 3/1/02
      David L. Blount
      Sr. Vice President

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EXHIBIT 10.10 (j) 5
NON-INTEREST BEARING PROMISSORY NOTE

$450,000.00 March 1,2002 Hazard, Kentucky

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This Note has been delivered in, and shall be governed by and construed in accordance with, the laws of the Commonwealth of Kentucky.

IN WITNESS WHEREOF, the Borrower has executed this Note on the day and year first above written.

BORROWER:

AMERICAN WOODMARK CORPORATION

By: David L. Blount

Title: Sr. Vice President

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EXHIBIT 10.10 (j) 6

McGuireWoods LLP
One James Center
901 East Cary Street
Richmond, VA 23219-4030
Phone: 804.775.1000
Fax: 804.775.1061
www. mcguirewoods.com

March 6, 2002

Ed Harris, Chairman
Perry-Harlan-Leslie-Breathitt
Regional Industrial Authority, Inc.
917 Perry Park Road
Hazard, Kentucky 41701

Re: $450,000.00 Loan from the Perry-Harlan-Leslie-Breathitt Regional Industrial Authority ("Authority") to American Woodmark Corporation, in accordance with that certain Multi-County Local Government Development Fund ("LGEDF") Grant

Dear Chairman Harris:

In delivering the opinions set forth herein, we have also reviewed the following documents and instruments executed by the Company in connection with the Loan and the Grant (collectively, the "Loan Documents"):

1. That certain Grant Agreement by and among Kentucky Economic Development Finance Authority, the Authority and the Company dated as of February 13, 2002;

2. That certain Loan Agreement between the Company and the Authority dated March 1, 2002; and

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Ed Harris, Chairman
Perry-Harlan-Leslie-Breathitt
Regional Industrial Authority, Inc.
March 6, 2002
Page 2, 2002.

3. That certain Promissory Note executed by the Company dated March 1, 2002.

Based on the foregoing, it is our opinion that:

1. The Company is a validly existing Virginia corporation;

2. The Company has the requisite corporate power to execute and deliver the Loan Documents, and to observe and perform the provisions of the Loan Documents;

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Ed Harris, Chairman
Perry-Harlan-Leslie-Breathitt
Regional Industrial Authority, inc.
March 6, 2002

Page 3

notice, any waivers that are found by a court to be against public policy or any waivers that are ineffective pursuant to statutes and judicial decisions, or
(iii) any provision that requires or relates to the payment of interest at a rate or in an amount, after the maturity or after or upon acceleration of the liabilities evidenced thereby, or after or during the continuation of any default, unmatured default or other circumstance, that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture; and

Sincerely yours,

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EXHIBIT 10.10 (j) 7

CERTIFICATE REGARDING HAZARDOUS SUBSTANCES

RE: Sale of Property on Ten Mile Creek in Perry

County, Kentucky by Perry, Harlan, Leslie, Breathitt, Regional Industrial Authority, Inc.

In connection with the sale to American Woodmark Corporation (the "Company") of certain property on Ten Mile Creek in Perry County, Kentucky by the Perry, Harlan, Leslie, Breathitt, Regional Industrial Authority, Inc. (the "Authority") of even date herewith, the Authority hereby certifies and covenants to the Company as follows:

1. The Authority has no actual knowledge (a) of the presence of any Hazardous Substances (as herein defined) on that certain real property located in Perry County, Kentucky, described in Exhibit "A" attached hereto and incorporated herein by reference (the "Property"); (b) of any spills, releases, discharges, or disposal of Hazardous Substances that have occurred or are presently occurring on or onto the Property; or (c) of any spills, releases, discharges or disposal of Hazardous Substances that have occurred or are occurring off the Property as a result of any construction on or operation and use of the Property.

2. In connection with the Authority's construction on or operation and use of the Property, the Authority represents that, as of the Date of this Certificate, it has no actual knowledge of any failure to comply with all applicable local, state and federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport or disposal of any Hazardous Substances on the Property.

3. The Authority agrees to indemnify and hold the Company harmless from and against any and all claims, demands, damages, losses, liens, liabilities, penalties, fines, lawsuits and other proceedings, costs and expenses (including, without limitation reasonable attorney's fees) arising directly or indirectly from, or out of, or in any way connected with, (a) the presence of any Hazardous Substances on the Property; (b) any violation or alleged violation or any local, state or federal environmental law, regulation, ordinance or administrative or judicial order relating to Hazardous Substances on the Property, whether attributable to events occurring before or after the Authority's acquisition of the Property; provided, that such presence or Hazardous Substances or such violations(s) shall result from an act or omission or arise from or relate to the operations of the Authority upon the Property; or (c) any material misrepresentation by the Authority in the certifications or covenants contained herein. Provided, however, that the Authority's indemnity obligation under this paragraph shall apply only to such presence of Hazardous Substances or violation(s) as are within the actual knowledge of the Authority.

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4. This Certificate shall be binding upon the Authority and its respective successors and assigns, and shall inure to the benefit of and may be relied upon by the Company, its successors and assigns.

5. As used in this Certificate, "Hazardous Substance" shall mean: Any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, a hazardous or toxic substance, or other similar term, by any federal, state or local environmental statute, regulation, order or ordinance presently in effect, including without limitation, asbestos in friable form and petroleum products.

IN WITTNESS WHEREOF, the undersigned has executed and delivered this Certificate to be effective as of February 7, 2002.

PERRY, HARLAN, LESLIE, BREATHITT, REGIONAL INDUSTRIAL AUTHORITY, INC.

By:

Its:

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Attachment A

MEETS AND BOUNDS DESCRIPTION

BEING A PARCEL OF LAND LOCATED IN PERRY COUNTY, KENTUCKY, IN THE PERRY, HARLAN, LESLIE, BREATHITT REGIONAL INDUSTRIAL AUTHORITY INC., COALFIELDS INDUSTRIAL PARK, DESIGNATED AS LOT #105 AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING ON AN IRON PIN W/CAP SET AT THE INTERSECTION OF COALFIELDS INDUSTRIAL BOULEVARD (ADOPTED COUNTY ROAD) AND WOODMARK WAY (PROPOSED), SAID POINT HAS A COORDINATE VALUE BASED ON THE COALFIELDS INDUSTRIAL PARK COORDINATE
SYSTEM OF N: 384132.285, E: 2718524.408;

THENCE WITH THE WEST RIGHT OF WAY OF COALFIELDS INDUSTRIAL BOULEVARD, 50' FROM AND PARALLEL TO THE CENTER OF SAID ROAD S 00E31'19"W 436.78' TO AN IRON PIN W\CAP SET; THENCE S 00E09'32" E 318.08' TO AN IRON PIN W\CAP SET; THENCE S 00E00'05"E 23.28' TO AN IRON PIN W\CAP SET;

THENCE SEVERING THE LANDS OF THE GRANTOR (D.B. 271 PG. 425, PARECEL #1) DUE WEST 1647,75' TO AN IRON PIN W\CAP, STAMPED FORRESTER HAMILTON 2736, FOUND AT A COMMON CORNER TO THE GRANTOR AND ANR COAL CO. LLC (D.B. 208 PG. 266, AND
M.B. 28 PG. 337);

THENCE WITH SAID LINE N 83E10'53'W 147.78'TO AN IRON PIN W\CAP SET AT THE

SOUTH EAST CORNER OF THE PROPOSED WOODMARK WAY.

THENCE WITH THE EAST RIGHT OF WAY OF SAID ROAD 37.5' FROM AND PARALLEL TO THE CENTER OF SAID ROAD DUE NORTH 723 07' TO AN IRON PIN W\CAP SET; THENCE WITH CURVE TO THE RIGHT WITH AN ARC LENGTH OF 58.90', A RADIUS OF 37.5', A CHORD BEARING OF N 45E00'00"E, AND A CHORD LENGTH OF 53.03' TO AN IRON PIN W\CAP SET; THENCE CONTINUING WITH THE SOUTH RIGHT OF WAY OF SAID ROAD DUE EAST 1760.09' TO THE BEGINNIG.

CONTAINING 32.0265 ACRES OR 1395073.0 SQ. FT. AS SURVEYED BY LEO MLLLER P.L.S. #1904 OF LEO MILLER & ASSOC, INC., ON 11-23-01, AND BEING A PART OF THE PROPERTY DESCRIBED IN D.B. 271 PG. 425, PARCEL #1 AS RECORDED IN THE RECORDS OF THE PERRY COUNTY COURT CLERK'S OFFICE.

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EXHIBIT 10.10 (k)

LOAN AGREEMENT

BETWEEN:    AMERICAN WOODMARK CORPORATION, a Virginia corporation ("Borrower"),
            whose principal place of business and address is 3102 Shawnee Drive,
            Winchester, VA 22601.

AND:        AMENDE' CABINET CORPORATION, a Virginia corporation ("Lender"),
            whose principal place of business and address is 3102 Shawnee Drive,
            Winchester, VA 22601.

DATE:       December 31, 2001

RECITAL

A. Borrower has or intended to expand an industrial facility located in Monticello, Wayne County, Kentucky, for the purpose of manufacturing component parts for kitchen cabinets and other uses (the "Project") at a cost in excess of $6,370,000.

B. The Project constitutes an "economic development project" under Kentucky law and, as such, the Project will enable Borrower to receive certain tax credits (the "Incentives"), if certain conditions are met. These conditions include (i) execution of this Agreement and (ii) execution of a financing agreement (the "Financing Agreement") among Borrower, Lender, and the Kentucky Economic Development Finance Authority ("KEDFA").

C. Borrower has asked Lender and Lender has agreed (i) to loan Borrower the sum of Four Million Dollars ($4,000,000.00) to finance a portion of the Project and (ii) to enter into the Financing Agreement to enable the Borrower to receive the Incentives so that Borrower will be better able to repay such loan, subject to the terms and conditions set forth herein.

NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

1. Terms of Loan.

1.1 Amount; Use of Proceeds. Lender shall loan Four Million Dollars ($4,000,000) (the "Loan") to Borrower upon execution and delivery of a promissory note by Borrower in favor of Lender in the form of the attached Exhibit A (the "Promissory Note"). Borrower shall use the Loan to pay for, or reimburse Borrower for, costs incurred in connection with the Project.

1.2 Repayment. Borrower shall repay the Loan, together with interest theron, in accordance with the terms set forth in the Promissory Note.

2. Representation and Warranties.

Borrower makes the following representations and warranties to induce Lender to enter into this Agreement:

2.1 Authorization. Borrower has the power and authority to enter into and perform this Agreement and the Promissory Note and has taken all action necessary to authorize the execution, delivery, and performance of the Agreement and the Promissory Note.

2.2 Enforceability. This Agreement and the Promissory Note when executed and delivered will be the valid and binding obligations of Borrower enforceable in accordance with their respective terms.

2.3 Consent. No consent or approval of any trustee or holder of any debt or obligation of Borrower, and no consent, permission, authorization, order or license of any governmental authority is necessary in connection with the execution, delivery, and performance of this Agreement or the Promissory Note.

2.4 Conflicts. The consummation of the transactions herein provided for, and compliance by Borrower with the provisions of this Agreement and the Promissory Note, will not result in breach of the terms of, or constitute a default under any indenture, agreement or other instrument to which Borrower is a party or by which Borrower may be bound.

2.5 Payment Default. Borrower is not now in default in the payment of the principal or interest of any debt for borrowed money.

2.6 Violations of Law. Borrower is not in default under or in violation of or with respect to any law, rule, regulations, order, writ, injunction, or decree or any court, arbitrator, governmental commission, bureau, or other regulatory authority.

2.7 Absence of Litigation. There is no litigation pending which could materially adversely affect Borrower, its properties or assets, or entry into or performance of the terms of this Agreement or the Promissory Note.

3. KEDFA Financing Agreement.

Lender agrees to enter into the Financing Agreement with KEDFA to enable Borrower to receive the Incentives so that Borrower is better able to repay the Loan.

4. Condition Precedent.

The execution and performance of this Agreement by Lender is subject to the following conditions precedent:

4.1 Agreement. Authorization, execution and delivery by Borrower of this Agreement and the Promissory Note.

4.2 No Default. The non-existence of an Event of Default under the terms of this Agreement.

5. Affirmative Covenants.

Borrower hereby covenants and agrees to:

5.1 Notice of Liens, Etc. Give prompt notice to Lender of any liens, judgments, regulatory proceedings, or litigation arising after the date hereof affecting Borrower or Borrower's properties.

5.2 Additional Instruments. Execute promptly, upon Lender's request, all additional instruments deemed by Lender necessary or desirable to carry out the purposes of this Agreement.

5.3 Compliance with Law. Comply with all statutes, laws and governmental rules, regulations and orders applicable to the business and property of Borrower, provided that nothing herein shall require compliance with any statute or governmental rule, regulation or order if the administering governmental authority has granted formal extension of time for compliance therewith, or if the validity of such statute, rule, regulation or order, as applied to Borrower, is being contested in good faith and by appropriate means.

5.4 Notice of Default or Material Change. Promptly notify lender of the violation by Borrower of any term, promise, covenant or agreement of Borrower to or with Lender, any material change in the property, business or affairs of Borrower and any other event or matter which may have a material effect on the debts, liabilities or obligations of Borrower to Lender.

5.5 Environmental Laws. Borrower shall conduct its business so as to comply in all material respects with all environmental laws and regulations in effect in all jurisdictions in which it may at any time be doing business, including, without limitations, the federal Resource Conservation and Recovery Act, the federal Comprehensive Environmental Response, Compensation and Liability Act, the federal Clean Water Act,

the federal Clean Air Act, and the federal Occupation Safety and Health Act. If Borrower shall (a) receive notice that any violation of any federal, state, or local environmental law or regulation may have been committed or is about to be committed by Borrower, (b) receive notice that any administrative or judicial compliant or order has been filed or is about to be filed against Borrower alleging violations of any federal, state, or local environmental law or regulation or requiring Borrower to take any action in connection with the release of toxic or hazardous substances into the environment, (c) receive any notice from a federal, state, or local governmental agency or private party alleging that Borrower may be liable or responsible for costs associated with a response to or cleanup of a release of a toxic or hazardous substance into the environment or any damages caused thereby, or (d) receive notice that Borrower's properties, or any site which includes Borrower's properties, has been listed as a "Superfund" site and placed on the Nations Properties List for cleanup, then Borrower shall provide Lender with a copy of such notice within three days of Borrower's receipt thereof. Within ten days of Borrower having learned of the enactment or promulgation of any federal, state, or local environmental law or regulation which may result in a material adverse change in the condition, financial or otherwise, of Borrower, Borrower shall provide Lender with notice thereof.

5.6 Authorization. Borrower will take all action necessary to authorize the performance of its obligations under this Agreement and the Promissory Note.

6. Negative Covenants.

Borrower will not, directly or indirectly, unless approved in writing by Lender in advance:

6.1 Liquidation. Cease business operations, dissolve, or liquidate.

6.2 Sale of Assets. Sell, transfer, lease, or otherwise dispose of all or substantially all of Borrower's assets to any other person or entity (or take or permit to be taken any other action which would have substantially the same effect as any of the foregoing).

6.3 Untrue Documents. Furnish any document to Lender that contains any untrue statement of material fact or that omits to state a material fact necessary to make it not misleading in light of the circumstances under which it was furnished.

7. Events of Default.

Time being of essence, any of the following events shall constitute an Event of Default by Borrower:

7.1 Failure to Pay. Failure of borrower to pay when due any debt to Lender arising under this Agreement or any notes given pursuant to this Agreement, or any installment thereof.

7.2 Failure to Perform. Failure of Borrower to perform when due any other obligation of Borrower to Lender under this Agreement or any note given pursuant hereto; or to timely comply with any other covenant, term or condition stated in any other instrument given by Borrower to Lender.

7.3 Misrepresentations and Breach of Warranty. Any representation or warranty made by or on behalf of Borrower herein or otherwise in connection with transactions contemplated hereby shall prove to have been false or incorrect in any material respect on the date made.

8. Remedies.

8.1 Acceleration and Other Rights. Upon the occurrence of an Event of Default as above described, Lender may provide notice thereof to Borrower. If Borrower fails to cure any Event of Default under Section 7.1 within 10 days after giving notice or fails to cure any other default within 30 days after the giving of notice, then Borrower shall be in default under this Agreement and Lender may declare the entire amount owed by Borrower to Lender hereunder and under any notes given pursuant to this agreement immediately due and payable, and Lender may thereafter proceed to exercise all rights conferred upon it by this agreement or any other instrument, or otherwise available at law or in equity.

9. Miscellaneous.

9.1 Notices. Any notice required or permitted hereunder shall be in writing and shall be effective when actually delivered or, if mailed, when deposited as registered or certified mail directed to the other party at the address stated at the start of the Agreement. Either party may change the address for notices to that party by written notice thereof to the other party.

9.2 Survival. All covenants, representations and warranties made by Borrower herein shall survive the execution and delivery of this Agreement.

9.3 Applicable Law. This Agreement has been executed and delivered to Lender in the Commonwealth of Virginia but the facilities to be improved with the proceeds of the Loan are located in the Commonwealth of Kentucky. Borrower agrees that the law of the Commonwealth of Kentucky shall be applicable for the purpose of construing this Agreement and determining the validity hereof.

9.4 Payments. All payments of principal and interest and any other amounts due hereunder shall be made in U.S. Dollars and shall be deemed made only

when received by Lender in immediately available funds in the form of a check or wire transfer.

9.5 No Waiver. No delay or omission to exercise any right, power or remedy accruing to Lender upon any breach or default of Borrower shall impair such rights, powers or remedies of Lender, nor shall it be construed to be a waiver of any such breach of default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of Lender of any breach or default must be in writing and shall be effective only to the extent in such writing specifically set forth. All remedies shall be cumulative and not in the alternative.

9.6 Captions. Captions applied to the sections of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

9.7 Severability. If any term, condition or provision of this Agreement, or any other document required hereunder, shall be held invalid for any reason, such offending term, condition or provision shall be stricken therefrom, and the remainder thereof shall not be affected thereby.

9.8 No Assignment. Borrower may not assign any right nor delegate any duty under this agreement without consent of Lender.

9.9 Entire Agreement. This Agreement and the additional documents referred to and provided for herein constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous agreement and understanding between the parties. This Agreement may be amended only by a written instrument signed by both of the parties hereto.

9.10 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

9.11 No Third Party Beneficiaries. Each party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person or entity other than the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first hereinabove written.

"Borrower"                                  "Lender"
AMERICAN WOODMARK CORPORATION,              AMENDE' CABINET CORPORATION,
A Virginia corporation                      a Virginia corporation


By:_____________________________            By:_________________________________

Printed Name: Kent Guichard                 Printed Name: Glenn Eanes
             -------------------                         -----------------------
Title: V.P. - Finance & CFO                 Title: Secretary/Treasurer
      --------------------------                  ------------------------------

Exhibit A

PROMISSORY NOTE

$4,000,000 December 31, 2001

For value received AMERICAN WOODMARK CORPORATION, a Virginia corporation ("Payor"), promises to pay to the order of AMENDE' CABINET CORPORATION, a Virginia Corporation, at 3102 Shawnee Drive, Winchester, VA 22601, (or at such other address as the holder of this note may designate in writing), the principal sum of Four Million Dollars ($4,000,000), together with interest thereon at the rate of seven percent (7%) per annum from the date hereof until fully paid.

1. Maturity. January 1, 2018 is the maturity date of this note when the entire balance, including accrued but unpaid interest, shall be immediately due and payable.

2. Payment of Principal. Principal shall be paid at maturity, January 1, 2018.

3. Payment of Interest. Accrued interest shall be paid on the first day of February, 2002, and on the same day every year thereafter prior to maturity, and at maturity.

4. Prepayment. All or any portion of principal may be prepaid at any time without penalty. All payments should be applied first to interest accrued to the date of payment and then to principal.

5. No Waiver of Holder's Rights. The failure of the holder of this note promptly to exercise the holder's rights hereunder in the event of any default shall not constitute a waiver of such rights while such default continues nor a waiver of such rights in connection with any future default.

6. Waiver of Payor. Payor hereby waives notice of acceptance, presentment, demand, dishonor, notice of dishonor, and protest.

7. Attorney Fees. In the event this note is placed in the hands of an attorney for collection, Payor agrees to pay holder's reasonable attorney fees and collection costs, even though no civil action is filed on this note. If an action is filed, Payor agrees to pay such additional sum as the trial judge and any appellate court may adjudge reasonable as attorney fees in the action, including any appeal, along with statutory costs and disbursements and together with interest on said sums at the above-

stated rate from the date of such judgement.

"Payor"

AMERICAN WOODMARK CORPORATION, a
Virginia Corporation

By: ______________________________________

Printed Name: Kent Guichard

Title: V.P. - Finance & CFO

TABLE OF CONTENTS

Company Profile		2

Market Information		2

Financial Highlights		2

Letter from the President		3

Five-Year Selected Financial Information		5

Management’s Discussion and Analysis		6

Consolidated Financial Statements		14

Notes to Consolidated Financial Statements		17

Management’s Report		27

Report of Independent Auditors		28

Board of Directors and Executive Officers		29

Corporate Information		29

M i s s i o n S t a t e m e n t

CREATING VALUE

T h r o u g h P e o p l e

WHO WE ARE

American Woodmark is an organization of employees and shareholders who have combined their resources to pursue a common goal.

WHAT WE DO

Our common goal is to create value by providing kitchens and baths “of pride” for the American family.

WHY WE DO IT

We pursue this goal to earn a profit, which allows us to reward our shareholders and employees and to make a contribution to our society.

HOW WE DO IT

Four principles guide our actions:

CUSTOMER SATISFACTION Providing the best possible quality, service and value to the greatest number of people. Doing whatever is reasonable, and sometimes unreasonable, to make certain that each customer’s needs are met each and every day.

INTEGRITY Doing what is right. Caring about the dignity and rights of each individual. Acting fairly and responsibly with all parties. Being a good citizen in the communities in which we operate.

TEAMWORK Understanding that we must all work together if we are to be successful. Realizing that each individual must contribute to the team to remain a member of the team.

EXCELLENCE Striving to perform every job or action in a superior way. Being innovative, seeking new and better ways to get things done. Helping all individuals to become the best that they can be in their jobs and careers.

ONCE WE’VE DONE IT

When we achieve our goal good things happen: sales increase, profits are made, shareholders and employees are rewarded, jobs are created, our communities benefit, we have fun, and our customers are happy and proud—with a new kitchen or bath from American Woodmark.

2002 Annual Shareholders Report 1

COMPANY PROFILE

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Company operates thirteen manufacturing facilities located in Arizona, Georgia, Indiana, Kentucky, Minnesota, Oklahoma, Tennessee, Virginia, and West Virginia and eight service centers across the country.

American Woodmark Corporation was formed in 1980 and became a public company through a Common Stock offering in July, 1986.

The Company offers approximately 150 cabinet lines in a wide variety of designs, materials and finishes. Products are sold across the United States through a network of independent distributors and directly to home centers and major builders. Approximately 65% of sales during fiscal year 2002 were to the remodeling market and 35% to the new home market.

The Company believes it is one of the three largest manufacturers of kitchen cabinets in the United States.

MARKET INFORMATION

American Woodmark Corporation Common Stock, no par value, is quoted on The Nasdaq Stock Market under the “AMWD” symbol. Common Stock per share market prices and cash dividends declared during the last two fiscal years were as follows:

	Market Price				Dividends Declared
	High		Low		Dividends Declared
	(in dollars)
Fiscal 2002
First quarter	$	48.85	$	25.68	$	.05
Second quarter		52.00		26.18		.05
Third quarter		64.00		34.00		.05
Fourth quarter		73.25		55.95		.05

Fiscal 2001
First quarter	$	22.25	$	16.81	$	.05
Second quarter		24.88		17.50		.05
Third quarter		21.25		14.50		.05
Fourth quarter		27.59		18.19		.05

As of April 30, 2002, there were approximately 7,050 shareholders of the Company’s Common Stock. Included are approximately 84% of the Company’s employees, who are shareholders through the American Woodmark Stock Ownership Plan.

FINANCIAL HIGHLIGHTS

	Fiscal Years Ended April 30
	2002			2001			2000
	(in thousands, except share data)
Operations
Net sales	$	499,046		$	404,134		$	367,956
Operating income		53,724			32,365			24,661
Income before income taxes and cumulative effect of accounting changes		53,115			30,774			24,555
Net income		32,155			17,420			14,467
Earnings per share
Before cumulative effect of change in accounting principle
Basic	$	3.93		$	2.36		$	1.82
Diluted		3.81			2.34			1.79
After cumulative effect of change in accounting principle
Basic		3.93			2.16			1.82
Diluted		3.81			2.14			1.79
Average shares outstanding
Basic		8,173			8,057			7,960
Diluted		8,436			8,144			8,095
Financial Position
Working capital	$	26,114		$	22,660		$	22,051
Total assets		234,222			180,368			166,656
Long-term debt		14,398			16,819			22,009
Shareholders’ equity		145,169			109,513			92,612
Long-term debt to equity ratio		10	%		15	%		24	%

2 American Woodmark Corporation

James J. Gosa, President and Chief Executive Officer

TO OUR SHAREHOLDERS

We began fiscal 2002 with high hopes, having finished fiscal 2001 with a record fourth quarter and the launching of our 2007 Vision. I am extremely pleased to report that during the year we built on this momentum and were able to combine truly superior results with an aggressive investment in our future.

At the beginning of the fiscal year last May, all indications were that the economy was recovering from a difficult time in which many industries suffered from the first downturn in several years. In some ways, our optimism was premature. The well-documented crash of the “dot.com” bubble was followed by unfortunate problems in other industries, most notably the telecommunications and energy industries. By the end of the summer, unprecedented events both at home and abroad challenged many of our long-standing assumptions about the world.

Throughout the year, however, American Woodmark performed in spectacular fashion. Our industry remained solid with both new construction and remodeling activity at strong levels. While our strategic partners faced a challenging environment, they too were able to generate growth and realized higher sales. The health of our industry and the success of our customers allowed us to take advantage of the value offered by our expanding line of products and services. We achieved record sales in each of the four fiscal quarters with year over year growth of 16%, 25%, 29%, and 25% in the first through fourth quarters, respectively. For the full fiscal year, net sales increased 23.5% to a record $499.0 million from $404.1 million the previous year.

Our success in generating demand placed great pressure on our manufacturing operations as we added capacity as quickly as possible without sacrificing our commitment to quality and customer service. We continued throughout the year with our aggressive capital expansion program, spending almost $40 million to construct two new facilities and to expand several of our existing operations. Over the past four years, we have invested almost $120 million in new capacity. With the completion of our two newest plants in June 2002, our capacity will have doubled in the four years since fiscal 1998. Despite these heavy investments in new property, plant and equipment, gross margins improved almost four points from 22.0% in fiscal 2001 to 25.8% in fiscal 2002.

Net income increased 85% to a record $32.2 million from $17.4 million the prior year. We achieved record net income in each of the four fiscal quarters. Earnings per diluted share for the fiscal year were $3.81. During the fourth quarter, earnings per share reached $1.07, topping the $1.00 milestone for the first time in the history of the Company.

During the year, we improved our already strong financial position. Cash flow was extremely robust during the year as the Company reduced debt while supporting almost $100 million in incremental sales in addition to our extensive capital spending program. Total debt outstanding at the end of the fiscal year was $17.6 million or less than 11% of total capital. Including cash on-hand of $13.1 million, net debt was $4.5 million versus over $145 million in book

2002 Annual Shareholders Report 3

equity. The ability to fund our growth from cash flow highlights our financial strength and provides us with many options as we pursue the 2007 Vision.

I am pleased to report that the investment community continues to take notice of our performance and to reward our shareholders for the increasing value of the Company. Our share price rose substantially during the year, reaching $70.00 during the fourth fiscal quarter. Over the past three years, the compound annual rate of return to our shareholders has been almost 20%. Over the same period, the return on the Russell 2000 Index was slightly under 5%.

As successful as we were in fiscal 2002, our commitment to continuous improvement is driving us towards even greater achievements. Our goal remains to firmly establish our Company as the biggest, the best and the most profitable cabinet company in North America. During the year, we initiated several new programs to expand our product line, improve our merchandising and brand management, enhance our service platform and develop and implement new technologies. Most importantly, we made significant progress in providing our employees with new skills across a variety of disciplines through orientation programs, specific skills training, supervisory training and management development. We believe our continuing investment in employee training provides a competitive advantage over time.

As we close the first of six years in our 2007 Vision, we remain more excited than ever about the future prospects for American Woodmark. Our industry remains strong with many competitors challenging us to improve each and every day. We have developed powerful partnerships with the top customers in our strategic channels challenging us to perform at higher levels day in and day out. We are an organization of men and women, working in teams, challenging each other to continue to raise the bar on our own expectations.

In 1985, long before they were widely adopted by many companies, we published our Mission Statement. This Statement has guided our actions for seventeen years based on the principles of customer satisfaction, integrity, teamwork and excellence. As we have all watched the high-profile scandals and accounting irregularities that have rocked some corporations over the past year, we reflect with pride on our Mission Statement. We take our obligations to employees, shareholders, vendors, and customers quite seriously and constantly strive to do what is right.

I am extremely proud of all the men and women at American Woodmark who contributed to our superior performance during fiscal 2002. I am especially proud because they are a team of individuals that have come together to build a company the right way. We are committed to our Mission Statement, acting with integrity, and Creating Value Through People. We are working to build a great Company.

I look forward to reporting our progress towards our Vision during fiscal 2003. Thank you for your continuing support of American Woodmark.

James J. Gosa

President and Chief Executive Officer

4 American Woodmark Corporation

FIVE-YEAR SELECTED FINANCIAL INFORMATION

	Fiscal Years Ended April 30
	2002			2001			2000			1999			1998
	(in millions, except share data)
Financial Statement Data
Net sales(1)	$	499.0		$	404.1		$	368.0		$	312.7		$	231.4
Income before income taxes and cumulative effect of accounting changes(2)		53.1			30.8			24.6			28.5			21.3
Net income		32.2			17.4			14.5			17.5			13.0
Earnings per share
Before cumulative effect of change in accounting principle
Basic		3.93			2.36			1.82			2.23			1.68
Diluted		3.81			2.34			1.79			2.18			1.65
After cumulative effect of change in accounting principle
Basic		3.93			2.16			1.82			2.23			1.68
Diluted		3.81			2.14			1.79			2.18			1.65
Depreciation and amortization expense		23.8			19.6			14.7			9.7			7.8
Total assets		234.2			180.4			166.7			140.6			106.5
Long-term debt		14.4			16.8			22.0			11.4			8.7
Shareholders’ equity		145.2			109.5			92.6			78.3			59.1
Cash dividends declared per share		.20			.20			.19			.15			.11
Average shares outstanding
Basic		8.2			8.1			8.0			7.9			7.8
Diluted		8.4			8.1			8.1			8.0			7.9
Percent of Sales
Gross profit		25.8	%		22.0	%		21.4	%		24.7	%		26.7	%
Sales, general and administrative expenses		15.0			14.0			14.3			15.8			17.5
Income before income taxes and cumulative effect of accounting change		10.6			7.6			6.7			9.1			9.2
Net income		6.4			4.3			3.9			5.6			5.6
Ratio Analysis
Current ratio		1.4			1.5			1.5			1.7			1.9
Inventory turnover(3)		11.4			11.7			14.0			15.6			15.1
Percentage of capital (long-term debt plus equity):
Long-term debt		9.0	%		13.3	%		19.2	%		12.7	%		12.8	%
Equity		91.0			86.7			80.8			87.3			87.2
Return on equity (average%)		25.3			17.7			16.9			25.5			24.7
Collection period—days(4)		31.8			34.6			37.9			39.4			37.2

(1)

Prior year amounts have been reclassified to conform to the current-year presentation under EITF 01-9, “Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products.” This Issue is a codification of all the issues in both EITF Issue 00-14, “Accounting for Certain Sales Incentives,” and EITF Issue 00-25, “Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor’s Products or Services.”

(2)

Effective May 1, 2000, the Company changed its accounting for revenue recognition in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (“SAB 101”). The cumulative effect of the change on retained earnings as of the beginning of fiscal year 2001 resulted in a charge to fiscal year 2001 income of $1.6 million.

(3)

Based on average of beginning and ending inventory.

(4)

Based on ratio of monthly average customer receivables to average sales per day.

2002 Annual Shareholders Report 5

FINANCIAL REVIEW

2002

MANAGEMENT’S DISCUSSION AND ANALYSIS

Results of Operations

The following table sets forth certain income and expense items as a percentage of net sales.

	Percentage of Net Sales Years Ended April 30
	2002		2001		2000
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales and distribution	74.2		78.0		78.6
Gross profit	25.8		22.0		21.4
Selling and marketing expenses	10.1		10.2		10.1
General and administrative expenses	4.9		3.8		4.2
Restructuring costs	—		—		0.4
Operating income	10.8		8.0		6.7
Interest expense	0.1		0.4		0.1
Income before income taxes	10.6		7.6		6.7
Provision for income taxes	4.2		2.9		2.7
Net income	6.4		4.3		3.9

6 American Woodmark Corporation

Fiscal Year 2002 Compared to Fiscal Year 2001

Net sales for fiscal 2002 increased 23.5% to $499.0 million from $404.1 million in fiscal 2001. Improved sales were primarily the result of new product introductions and growth in shipments to both the remodel and new home construction markets. In fiscal 2002, the average selling price per unit increased 1.4% as the Company realized improved product mix.

Unit volume increased 21.7% over prior year as the Company gained market share. Unit growth in the Home Center channel was driven by an expanded product offering, new programs, and the continued expansion of exclusive branding. Unit shipments to direct builders increased due primarily to strong new construction rates in key markets served by the Company. Unit shipments through distributors declined year over year due to economic weakness in areas serviced by key customers.

Gross Profit in fiscal 2002 increased to 25.8% from 22.0% in fiscal 2001. The increase in gross profit was a result of positive leverage gained through improved product mix, additional volume, lower freight costs, lower material costs and higher fixed overhead utilization.

Material cost per unit decreased 3.5% from the prior year as declining raw material costs more than offset a shift towards more material-intensive products.

Labor costs per unit in fiscal 2002 increased 0.4% over the prior fiscal year. Increases in the number of employees and rate increases were offset by higher productivity. Health care costs increased due to a larger number of eligible employees and from pricing pressures in the health care industry.

Overhead costs decreased 2.7% on a per unit basis as higher volumes absorbed increases in depreciation, supplies, utilities and waste removal.

Freight costs decreased 9.7% on a per unit basis. This decrease was the result of higher capacity utilization related to volume, decreases in diesel fuel cost year over year and improved performance within the Company’s third-party carrier network.

Selling and marketing expenses decreased as a percent of sales in fiscal 2002 to 10.1%, as compared to 10.2% in fiscal 2001. The decrease was the result of positive leverage gained in overhead and advertising expenses which were partially offset by additional expense related to promotional activity.

General and Administrative Expenses for fiscal year 2002 as a percent of sales were 4.9%, up from 3.8% in fiscal 2001. The increase was primarily due to higher costs associated with the Company’s performance-driven incentive bonus plans.

Net Interest Expense decreased $933,000 in fiscal 2002 as compared to fiscal 2001. The decrease was due to an increase in capitalized interest, lower average borrowings, and lower average interest rates.

Other Expense decreased $49,000 for fiscal 2002 as compared to fiscal 2001. The decrease was due to higher cash balances resulting in increased income from the Company’s short-term investments.

The Company’s combined federal and state tax rate in fiscal 2002 was 39.5%, an increase from 38.3% in fiscal 2001. The difference was due to increased state income taxes as a result of the mix of sales, payroll, and capital investments among various states in which the Company does business.

Liquidity and Capital Resources

The Company’s operating activities generated $53.5 million in net cash during fiscal 2002 as compared to $21.5 million in the prior year. Cash generated from operations was up $32.0 million year over year. The Company realized this positive position due to increases in net income, the provision for depreciation and amortization, accounts payable and accrued compensation and related expenses. These items more than offset a reduction in deferred income taxes, other non-cash items and increases in accounts receivable and other assets.

The increase in the provision for depreciation and amortization was a result of the Company’s capital spending program. Customer receivables increased year over year due to higher sales, which were partially offset by improved collection performance. Accounts payable increases were due to the normal timing in processing invoices. The Company has made no changes to payment practices. Accrued liabilities increased due to amounts

2002 Annual Shareholders Report 7

due under the Company’s performance-based employee incentive compensation programs. The reduction in deferred income taxes was principally due to timing differences related to accounts receivable and employee benefits. Other assets increased due to promotional display additions related to the Company’s growth within the home center channel.

Capital spending increased $22.4 million as the Company pursued an aggressive expansion policy in light of continued growth. During fiscal 2002, the Company began investment in new facilities in Tahlequah, Oklahoma, and Hazard, Kentucky, to increase assembly and dimension capacity, respectively. Additionally, capital investments were made at existing facilities to increase component and finishing capacity in Monticello, Kentucky; Kingman, Arizona; and Gas City, Indiana. Finally, the Company made strategic capital investments at its Toccoa, Georgia, flatstock facility to improve efficiencies. The Company expects that continued sales growth will require continued investments in plant, property and equipment. Capital expenditures in fiscal 2003 are expected to be between $25 and $30 million.

The Company decreased long-term debt by $1.8 million due to scheduled repayments.

The timing of the Company’s Contractual Obligations and Other Commercial Commitments are summarized in the following table. For more information, see Notes E and I in the Notes to Consolidated Financial Statements.

	Total Amounts		Fiscal Years Ending April 30
	Total Amounts		2003		2004-2007		2008 and Thereafter
	(in thousands)
Term Credit Facility	$	10,000	$	—	$	10,000	$
Term Loans		1,732		111		956		665
Industrial Revenue
Bonds		2,500		2,500		—		—
Operating Lease		6,648		2,488		4,126		34
Capital Lease Obligations		3,384		607		2,777		—

Total	$	24,264	$	5,706	$	17,859	$	699

The Company received cash flow of $4.7 million from Common Stock issued under the Company’s stock option plans.

The Company repurchased $3.5 million in Common Stock during fiscal 2002, compared to $0.5 million in fiscal 2001. This follows the announcement in January 2001 by the Board of Directors of the authorization to use up to $10.0 million for such repurchases.

Cash dividends of $1.6 million were paid on Common Stock during fiscal 2002.

Cash flow from operations combined with accumulated cash on hand and available borrowing capacity is expected to be sufficient to meet forecasted capital requirements, payments of accrued compensation, service existing debt obligations and fund capital expenditures for fiscal 2003.

Fiscal Year 2001 Compared to Fiscal Year 2000

Net sales for fiscal 2001 increased 9.8% to $404.1 million from $368.0 million in fiscal 2000. Improved sales were primarily the result of new product introductions and continued growth in all primary channels of distribution. In fiscal 2001, the average price per unit increased 9.9% over fiscal 2000. This increase was the result of a combination of improved product and channel mix, and price increases implemented during the third quarter of fiscal 2000.

Overall unit volume was even with prior year as the impact of exiting the OEM business during fiscal 2000 was offset by growth in the Company’s strategic channels of distribution. Within the home center channel, growth was driven by an increased product offering, new programs, and the expansion of exclusive branding. Unit shipments to direct builders improved due to the combination of increased activity in the Company’s traditional markets and the start-up of new markets. Unit shipments to distributors improved due to the combination of increased volume with existing customers and agreements with new customers.

8 American Woodmark Corporation

Gross profit in fiscal 2001 increased to 22.0% from 21.4% in fiscal 2000. The increase in gross profit was the result of leverage as higher costs per unit for material, labor, overhead and freight were more than offset by improvements in the channel and product mix and the price increase implemented during the third quarter of fiscal 2000.

Material cost per unit increased 5.3% from prior year due to a shift towards more material-intensive products.

Labor costs per unit in fiscal 2001 increased 8.8% over the prior fiscal year. Cost increases were the result of excess labor costs, especially during the second fiscal quarter, as actual volume was less than anticipated. The over crewing in certain facilities, based on the actual versus expected volume, effectively decreased productivity. In addition, overall labor costs increased on a per unit basis as the newer plants produced a greater percentage of the overall volume. The newer facilities are not yet as efficient as the established facilities. Health care costs increased in fiscal 2001 due to an increase in the number of eligible employees.

Overhead costs increased 11.2% on a per unit basis primarily due to increased depreciation expense on capacity added during fiscal 2000.

Freight cost per unit increased 21.3% over prior year due to higher standard delivery rates from third-party carriers and increased cost for diesel fuel, which is passed on to the Company by its carriers in the form of a surcharge.

Selling and marketing expenses as a percent of net sales for fiscal 2001 were 10.2%, up from 10.1% in fiscal 2000. The primary components of the increase were costs associated with promotional expenses related to product merchandising programs and increases in staffing to support growth.

General and administrative expenses for fiscal 2001 as a percent of sales were 3.8%, down from 4.2% in fiscal 2000. The decrease was primarily attributable to lower management information systems costs as the Company converted to a lower cost computing platform.

Net interest expense for fiscal 2001 increased $969,000 from the prior year to $1,439,000. The increase was due to higher average borrowings throughout the year.

Other income decreased $516,000 from income of $364,000 in fiscal 2000 to expense of $152,000 in fiscal 2001. The decrease was due to certain educational credits received in the prior year from economic development agencies and to miscellaneous expenses.

The Company’s combined federal and state effective tax rate in fiscal 2001 was 38.3%, a decrease from 41.1% in fiscal 2000. The decrease was due primarily to the write-off of non-deductible goodwill in the prior year.

Forward Looking Statements

All forward looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors that may be beyond the Company’s control. Accordingly, the Company’s future performance and financial results may differ materially from those expressed or implied in any such forward looking statements. Such factors include, but are not limited to, those described in the Risk Factors section of Management’s Discussion and Analysis. The Company does not undertake to publicly update or revise its forward looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Outlook for Fiscal 2003

The Company believes there remains significant uncertainty in the economy with respect to the strength and duration of the present recovery. The Company follows several indices, including housing starts, existing home sales, interest rates and consumer confidence, that it believes are leading indicators of overall demand for kitchen and bath cabinetry. These indicators currently suggest to the Company that demand in the industry will grow during the period covered by the Company’s fiscal year ending April 30, 2003.

The Company expects to increase sales in fiscal 2003 versus fiscal 2002 based on three factors. First, as one of the largest manufacturers in the industry with a broad distribution base, the Company expects to participate in the overall growth of the industry. Second, the Company expects to gain share in the general market due to strategic partnerships with home centers, builders and distributors that are gaining share versus other distribution outlets. Finally, the Company expects to gain share with customers

2002 Annual Shareholders Report 9

due to the value of the products and services in the Company’s broad offerings.

Assuming the Company is successful in generating increased sales, the Company expects to generate higher net income in fiscal 2003 versus fiscal 2002. The Company expects to benefit from additional margin on incremental sales, improved product mix, leverage on fixed and semi-fixed costs with additional unit volume, and improved productivity in existing facilities. Expected benefits will be partially offset by start-up expenses at the new facilities in Kentucky and Oklahoma, costs associated with a major expansion at the Arizona facility, and higher health care expenses due to overall cost pressures in the medical industry. The Company currently expects the benefits of higher sales to offset general cost increases.

The Company would be negatively impacted by reduced market demand as the result of lower overall remodeling or new construction activity. While the Company would expect to perform better than the industry on average during a downturn in demand, the combined effects of lower sales and underutilized capacity could result in decreased profitability in fiscal 2003 versus 2002.

During fiscal 2002, the Company benefited from reduced material costs. The Company believes that lower material costs were the result of depressed demand in other industries, primarily home furnishings and furniture, that compete for the same raw materials. The Company expects the raw material markets to remain relatively stable during fiscal 2003. While the Company believes that it is extremely efficient as compared to the industry in the use of materials, a sudden and significant rise in raw material costs would negatively impact profitability during fiscal 2003. The Company does not believe that increases in raw material costs would negatively impact performance over time due to the availability of substitute materials and the historical ability for the industry to recover market-driven increases in raw materials through pricing.

Over the past three years, the Company has significantly expanded overall manufacturing capacity through an aggressive capital spending program. In order to support the growth in demand for products and services, the Company has invested approximately $98 million in property, plant and equipment over the last three fiscal years. Long-term projected growth will continue to require the Company to invest in additional capacity. The Company expects new spending on property, plant and equipment during fiscal 2003 to be slightly less than the average investment during the last three fiscal years. Projects for the fiscal year include the completion of the new lumber processing facility in Hazard, Kentucky, the completion of the new assembly facility in Tahlequah, Oklahoma, the completion of the expansion of the Kingman, Arizona assembly plant and new production equipment in the Monticello, Kentucky lumber processing facility and the Gas City, Indiana assembly plant. The Company believes that it has sufficient financial resources to support the capital spending program without a significant impact on the current financial position. Management is prepared to adjust the capital spending program to maintain the financial strength of the Company.

The aforementioned forward-looking statements should be read in combination with information presented in the Risk Factors section of Management’s Discussion and Analysis.

Risk Factors

The Company’s business has historically been subjected 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. Inflationary pressure and commodity price increases have been relatively modest over the past five years. The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases.

On April 30, 2002, the Company had no material exposure to changes in interest rates for its debt agreements. All significant borrowings of the Company carry a fixed interest rate between 5% and 6%.

We participate in an industry that is subject to rapidly changing conditions. Forward-looking statements, contained in this Management’s Discussion and Analysis, are

10 American Woodmark Corporation

based on current expectations, but there are numerous factors that could cause the Company to experience a decline in sales and/or earnings. These include (1) overall industry demand at reduced levels, (2) economic weakness in a specific channel of distribution, especially the home center industry, (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, and (7) sales growth at a rate that outpaces the Company’s ability to install new capacity. 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 operating results.

Critical Accounting Policies

On December 12, 2001, the Securities and Exchange Commission (SEC) issued a financial reporting release, “Cautionary Advice Regarding Disclosure about Critical Accounting Policies” (“FR-60”). The SEC alerted public companies to the need for improved disclosures about critical accounting policies. FR-60 defines “critical accounting policies” as those most important to the financial statement presentation and that require the most difficult, subjective, complex judgments. The SEC announced an expectation that public companies would provide disclosures responsive to FR-60, including disclosures in Management’s Discussion and Analysis, in annual reports for fiscal years ending on or after December 31, 2001.

The significant accounting policies of the Company are disclosed in Note A to the Consolidated Financial Statements. The following discussion addresses the accounting policies that are the most important to the portrayal of the financial condition of the Company for the period being reported and that require judgment.

Revenue Recognition. Effective May 1, 2000, the Company changed its revenue accounting for revenue recognition in accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”). Prior to the adoption of SAB 101, the Company recognized revenue on the date shipments were transferred to third-party carriers for delivery to the customer. After the change, the Company recognizes revenue upon delivery to the customer. The Company’s network of third-party carriers does not currently have the technology to provide detailed information regarding the delivery date for all orders. As a result, the Company must estimate the amount of sales that have been transferred to third-party carriers but not delivered to customers. Due to the nature of the Company’s business, the impact from this estimate is limited to fiscal quarters as any shipments deemed to be in transit at the end of a reporting period are delivered to the customer within the first two weeks of the next period. Management believes that likely changes in the estimate are immaterial to the overall results of the fiscal year.

The Company recognizes revenue based on the invoice price less allowances for sales returns, cash discounts, and other deductions as required under current generally accepted accounting standards. Allowances for sales returns are based on the historical relationship between shipments and returns. The Company believes that historical experience is an accurate reflection of future returns.

Self-Insurance. The Company is self-insured for certain costs related to employee medical coverage and workers’ compensation liability. The Company maintains stop loss coverage with third-party insurers to limit total exposure. The Company establishes a liability at the balance sheet date based on estimates for a variety of factors that influence the Company’s ultimate cost. In the event that actual experience is substantially different from the estimates, the financial results for the period could be impacted. The Company believes that the methodologies used to estimate all factors related to employee medical coverage and workers’ compensation are an accurate reflection of the liability as of the date of the balance sheet.

2002 Annual Shareholders Report 11

Promotional Displays. The Company invests in product displays in order to promote the sale of its products and services. The investment is carried at cost less applicable amortization. Amortization is provided by the straight-line method on an individual display basis over the estimated period of economic benefit, approximately 30 months. The estimated period of economic benefit is based on historical experience. The Company believes that the estimated period of economic benefit provides an accurate reflection of the value of displays as of the date of the balance sheet.

On May 10, 2002, the SEC published a proposed rule, “Disclosure in Management’s Discussion and Analysis about the Application of Critical Accounting Policies.” The proposed rule, if adopted, would require public companies to provide extensive disclosure in Management’s Discussion and Analysis about their most sensitive and subjective accounting estimates. Companies would also be required to provide disclosure about the initial adoption of accounting policies with a material impact. Under the proposed rule, a “critical accounting estimate” must be disclosed if (1) the accounting estimate required the registrant to make assumptions about matters that are highly uncertain at the time the accounting estimate was made; and (2) different estimates that reasonably could have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period-to-period, would have a material impact on the financial statements. The Company is unable to predict if and when the proposed rule will be adopted and what, if any, impact the proposed rule will have on the Company’s disclosure requirements.

Recent Accounting Pronouncements

In November 2001, the Financial Accounting Standards Board’s Emerging Issues Task Force (EITF) reached a consensus on Issue No. 01-9, “Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products.” The Company was required to adopt EITF 01-9 in fiscal 2002. EITF 01-9 requires that certain payments to its customers be classified as a reduction of revenue or an increase to cost of goods sold. Certain amounts previously classified by the Company as selling and marketing expenses have been reclassified to net sales and cost of goods sold for all periods presented.

The Company was required to adopt SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended by SFAS No. 138, “Accounting for Derivative Instruments and Certain Hedging Activities” in the first quarter of fiscal 2002. The new standards establish accounting and reporting requirements for derivative instruments and hedging activities. The statement requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. By adoption of SFAS No. 133 and as a result of the use of interest rate swaps, the Company has recognized a $281,000 loss in accumulated other comprehensive income, net of tax, during the fiscal year. The adoption of SFAS No. 133 did not have a material impact on the Company’s financial position or results of operations. The market risk associated with the Company’s interest rate swap is immaterial.

Legal Matters

The Company is involved in various suits and claims in the normal course of business, which include claims against the Company pending before the Equal Employment Opportunity Commission. Although management believes that such suits and EEOC claims are without merit and intends to vigorously contest them, the ultimate outcome of these matters cannot be determined at this time. In the opinion of management, after consultation with counsel, the ultimate liabilities and losses, if any, that may result from suits and claims involving the Company will not have any material adverse effect on the Company’s operating results or financial position.

Dividends Declared

On May 30, 2002, the Board of Directors approved a $.05 per share cash dividend on its Common Stock. The cash dividend was paid on July 1, 2002, to shareholders of record on June 17, 2002.

12 American Woodmark Corporation

QUARTERLY RESULTS OF OPERATIONS (Unaudited)

	Previously Reported 07/31/01		(a) Restated 07/31/01		Previously Reported 10/31/01		(a) Restated 10/31/01		Previously Reported 01/31/02		(a) Restated 01/31/02		04/30/02
	(in thousands, except share amounts)
FY 2002
Net Sales	$	121,262	$	117,161	$	129,777	$	125,760	$	128,254	$	123,705	$	132,419
Gross Profit		35,265		30,294		36,827		31,407		37,714		31,857		35,119
Income before income taxes		12,173		12,173		13,162		13,162		12,676		12,676		15,102
Net income before cumulative effect
of change in accounting principle		7,385		7,385		7,963		7,963		7,669		7,669		9,137
Cumulative effect of change in
accounting principle
Net income	$	7,385	$	7,385	$	7,963	$	7,963	$	7,669	$	7,669	$	9,137
Earnings per share:
Net income before cumulative effect
of change in accounting principle
Basic	$	0.91	$	0.91	$	0.98	$	0.98	$	0.94	$	0.94	$	1.11
Diluted		0.89		0.88		0.95		0.95		0.91		0.91		1.07
Cumulative effect of change in
accounting principle		—		—		—		—		—		—		—
Basic	$	0.91	$	0.91	$	0.98	$	0.98	$	0.94	$	0.94	$	1.11
Diluted		0.89		0.88		0.95		0.95		0.91		0.91		1.07

	Previously Reported 07/31/00			(a) Restated 07/31/00			Previously Reported 10/31/00		(a) Restated 10/31/00		Previously Reported 01/31/01		(a) Restated 01/31/01		Previously Reported 04/30/01		(a) Restated 4/30/01
	(in thousands, except share amounts)
FY 2001
Net Sales	$	104,297		$	101,230		$	103,857	$	100,603	$	98,940	$	96,066	$	109,575	$	106,236
Gross Profit		26,431			22,453			24,295		19,948		23,798		19,902		30,926		26,529
Income before income taxes		8,627			8,627			5,683		5,683		5,715		5,715		10,750		10,750
Net income before
cumulative effect of
change in accounting
principle		5,181			5,181			3,401		3,401		3,431		3,431		6,990		6,990
Cumulative effect of
change in accounting
principle		(1,583	)		(1,583	)		—		—		—		—		—		—
Net income	$	3,598		$	3,598		$	3,401	$	3,401	$	3,431	$	3,431	$	6,990	$	6,990
Earnings per share:
Net income before
cumulative effect of
change in accounting
principle
Basic	$	0.65		$	0.65		$	0.42	$	0.42	$	0.42	$	0.42	$	0.86	$	0.86
Diluted		0.64			0.64			0.42		0.42		0.42		0.42		0.85		0.85
Cumulative effect of
change in accounting
principle		(0.20	)		(0.20	)		—		—		—		—		—		—
Basic	$	0.45		$	0.45		$	0.42	$	0.42	$	0.42	$	0.42	$	0.86	$	0.86
Diluted		0.44			0.44			0.42		0.42		0.42		0.42		0.85		0.85

(a)

Amounts have been restated for the adoption of EITF 01-9, “Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products.” This Issue is a codification of all the issues in both EITF Issue 00-14, “Accounting for Certain Sales Incentives,” and EITF Issue 00-25, “Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor’s Products or Services.”

2002 Annual Shareholders Report 13

CONSOLIDATED BALANCE SHEET

	April 30
	2002			2001
	(in thousands, except share amounts)
ASSETS
Current Assets
Cash and cash equivalents	$	13,083		$	1,714
Customer receivables		32,246			29,410
Inventories		34,872			30,267
Prepaid expenses and other		2,741			1,728
Deferred income taxes		7,569			4,760

Total Current Assets		90,511			67,879
Property, Plant and Equipment		122,405			93,641
Promotional Displays		16,160			15,761
Other Assets		5,146			3,087

	$	234,222		$	180,368

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	23,059		$	17,038
Accrued compensation and related expenses		25,888			16,269
Current maturities of long-term debt		3,218			2,118
Accrued marketing expenses		5,627			3,505
Other accrued expenses		6,605			6,289

Total Current Liabilities		64,397			45,219
Long-Term Debt, less current maturities		14,398			16,819
Deferred Income Taxes		9,556			7,246
Long-Term Pension Liabilities		238			1,571
Other Long-Term Liabilities		464			—
Shareholders’ Equity
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued
Common stock, no par value; 20,000,000 shares authorized; issued and outstanding shares: 8,271,496-2002; 8,079,093-2001;		33,072			24,412
Retained earnings		112,378			85,101
Other Comprehensive Income		(281	)		—

Total Shareholders’ Equity		145,169			109,513

	$	234,222		$	180,368

See notes to consolidated financial statements.

14 American Woodmark Corporation

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS

	Years Ended April 30
	2002			2001			2000
	(in thousands, except share amounts)
Net sales	$	499,046		$	404,134		$	367,956
Cost of sales and distribution		370,369			315,302			289,035

Gross Profit		128,677			88,832			78,921
Selling and marketing expenses		50,442			41,034			37,195
General and administrative expenses		24,511			15,433			15,535
Restructuring costs		—			—			1,530

Operating Income		53,724			32,365			24,661
Interest expense		506			1,439			470
Other (income) expense		103			152			(364	)

Income Before Income Taxes and Cumulative Effect of Accounting Change		53,115			30,774			24,555
Provision for income taxes		20,960			11,771			10,088

Income Before Cumulative Effect of Accounting Change		32,155			19,003			14,467
Cumulative effect of accounting change, net of tax		—			(1,583	)		—

Net Income		32,155			17,420			14,467
Retained Earnings, Beginning of Year		85,101			69,716			56,762
Stock repurchases		(3,240	)		(423	)		—
Cash dividends		(1,638	)		(1,612	)		(1,513	)

Retained Earnings, End of Year	$	112,378		$	85,101		$	69,716

Share Information
Earnings per share
Before cumulative effect of change in accounting principle
Basic	$	3.93		$	2.36		$	1.82
Diluted		3.81			2.34			1.79
After cumulative effect of change in accounting principle
Basic	$	3.93		$	2.16		$	1.82
Diluted		3.81			2.14			1.79
Cash dividends per share		.20			.20			.19

See notes to consolidated financial statements.

2002 Annual Shareholders Report 15

CONSOLIDATED STATEMENT OF CASH FLOWS

	Years Ended April 30
	2002			2001			2000
	(in thousands)
Operating Activities
Net Income	$	32,155		$	17,420		$	14,467
Adjustments to reconcile net income to net cash provided by operating activities:
Cumulative effect of change in accounting principle		—			1,583			—
Provision for depreciation and amortization		23,792			19,635			14,712
Net loss on disposal of property, plant and equipment		141			22			28
Deferred income taxes		(337	)		2,187			121
Restructuring costs		—			—			1,530
Other non-cash items		1,668			2,316			2,564
Changes in operating assets and liabilities:
Customer receivables		(2,880	)		(1,959	)		1,907
Inventories		(5,067	)		(4,183	)		(5,566	)
Other assets		(13,296	)		(14,660	)		(9,091	)
Accounts payable		6,021			(2,462	)		1,276
Accrued compensation and related expenses		9,619			1,115			(1,412	)
Other		1,634			477			716

Net Cash Provided by Operating Activities		53,450			21,491			21,252
Investing Activities
Payments to acquire property, plant and equipment		(39,829	)		(17,445	)		(40,787	)
Proceeds from sales of property, plant and equipment		27			26			16

Net Cash Used by Investing Activities		(39,802	)		(17,419	)		(40,771	)
Financing Activities
Payments of long-term debt		(20,778	)		(123,698	)		(61,974	)
Proceeds from long-term borrowings		19,007			118,750			72,700
Common Stock issued through stock option plans		4,674			512			324
Repurchase of common stock		(3,544	)		(493	)		—
Dividends paid		(1,638	)		(1,612	)		(1,513	)

Net Cash Provided (Used) by Financing Activities		(2,279	)		(6,541	)		9,537

Increase (Decrease) in Cash and Cash Equivalents		11,369			(2,469	)		(9,982	)
Cash and Cash Equivalents, Beginning of Year		1,714			4,183			14,165

Cash and Cash Equivalents, End of Year	$	13,083		$	1,714		$	4,183

See notes to consolidated financial statements.

16 American Woodmark Corporation

AMERICAN WOODMARK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A—Significant Accounting Policies

The Company manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Company’s products are sold across the United States through a network of independent distributors and directly to home centers and major builders.

The following is a description of the more significant accounting policies of the Company.

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition: Effective May 1, 2000, the Company changed its accounting for revenue recognition in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”). Previously, the Company recognized revenue on the date shipments were transferred to independent third-party carriers for delivery to the customer. Under the new accounting rule, the Company now recognizes revenue when product is delivered to the customer. Revenue is based on invoice price less allowances for sales returns, cash discounts, and other deductions as required by current generally accepted accounting standards

Advertising Costs: Advertising costs are expensed in the fiscal year incurred.

Cash and Cash Equivalents: Cash in excess of operating requirements is invested in short-term instruments which are carried at fair value (approximate cost). The Company considers all highly liquid short-term investments with maturity of three months or less when purchased to be cash equivalents.

Inventories: Inventories are stated at lower of cost or market. Inventory costs were determined principally by the last-in, first-out (LIFO) method.

The LIFO cost reserve is determined in the aggregate for inventory and is applied as a reduction to inventories determined on the first-in, first-out method (FIFO). FIFO inventory cost approximates replacement cost.

Promotional Displays: The Company’s investment in promotional displays is carried at cost less applicable amortization. Amortization is provided by the straight-line method on an individual display basis over the estimated period of benefit (approximately 30 months).

Property, Plant and Equipment: Property, plant and equipment is stated on the basis of cost less an allowance for depreciation. Depreciation is provided by the straight-line method over the estimated useful lives of the related assets, which range from fifteen to thirty years for buildings and improvements and three to ten years for furniture and equipment. Assets under capital lease are amortized over the shorter of their estimated useful lives or term of the related lease.

Fair Value of Financial Instruments: The carrying amounts of the Company’s cash and cash equivalents, customer receivables, accounts payable, and long-term debt approximate fair value. The fair value of interest rate swaps is immaterial.

Stock-Based Compensation: As permitted by Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” the Company has elected to continue using the intrinsic value method of accounting for stock options and has provided the additional required disclosures. (See Note F to the Consolidated Financial Statements.)

New Accounting Rules: In November 2001, the Financial Accounting Standards Board’s Emerging Issues Task Force (EITF) reached a consensus on Issue No. 01-9, “Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products.” The Company was required to adopt EITF 01-9 in fiscal 2002. EITF 01-9 requires that certain payments or incentives

2002 Annual Shareholders Report 17

AMERICAN WOODMARK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

given to its customers be classified as a reduction of revenue and others an increase to cost of goods sold. Certain amounts previously classified by the Company as selling and marketing expenses have been reclassified to net sales and others to cost of goods sold for all periods presented.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications: Certain prior years’ amounts have been reclassified to conform to the current year’s presentation.

Note B—Customer Receivables

The components of customer receivables were:

	April 30
	2002			2001
	(in thousands)
Gross customer receivables	$	36,872		$	34,066
Less:
Allowance for bad debt		(799	)		(1,350	)
Allowance for returns and discounts		(3,827	)		(3,306	)

Net customer receivables	$	32,246		$	29,410

Note C—Inventories

The components of inventories were:

	April 30
	2002			2001
	(in thousands)
Raw materials	$	11,971		$	12,041
Work-in-process		23,021			20,600
Finished goods		6,663			5,079

Total FIFO inventories		41,655			37,720
Reserve to adjust inventories to LIFO value		(6,783	)		(7,453	)

Total inventories	$	34,872		$	30,267

18 American Woodmark Corporation

AMERICAN WOODMARK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note D—Property, Plant and Equipment

The components of property, plant and equipment were:

	April 30
	2002			2001
	(in thousands)
Land	$	1,506		$	1,506
Buildings and improvements		39,782			39,082
Buildings and improvements—capital leases		9,153			9,195
Machinery and equipment		112,397			106,098
Machinery and equipment—capital leases		334			436
Construction in progress		31,732			1,101

		194,904			157,418
Less allowance for depreciation		(72,499	)		(63,777	)

Total	$	122,405		$	93,641

Depreciation expense amounted to $11,347, $10,727, and $7,490 in fiscal 2002, 2001, and 2000, respectively.

Note E—Loans Payable and Long-Term Debt

Maturities of long-term debt are as follows:

	Fiscal Years Ending April 30
	2003		2004		2005		2006		2007		2008 and There-after		Total Outstanding
	(in thousands)
Revolving Credit Facility	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Term Credit Facility		—		—		—		—		10,000		—		10,000
Term Loans		111		116		573		130		137		665		1,732
Industrial Revenue Bonds		2,500		—		—		—		—		—		2,500
Capital Lease Obligations		607		640		675		712		750		—		3,384

Total	$	3,218	$	756	$	1,248	$	842	$	10,887	$	665	$	17,616

Less Current Maturities													$	3,218

Total Long-Term Debt													$	14,398

The Company’s primary loan agreement provides for a five-year $35 million revolving credit facility and a $10 million five-year term credit facility which expire on May 31, 2006. Borrowings under the credit facilities bear interest at the LIBOR rate (1.9% at April 30, 2002) plus a spread (0.50% at April 30, 2002) based on Total Funded Debt to earnings, before deduction of interest and taxes, plus depreciation and amortization (EBITDA). The interest rate on the five-year term loan has been fixed at 6.0% via an interest rate swap.

The Company employs straightforward interest rate swap agreements to assist in maintaining a balance between fixed and variable interest rates on outstanding debt. Any deferred gain or loss associated with the swap agreements is accounted for over the life of the swaps at the fixed rate stipulated in the executed agreements. On April 30, 2002, these amounts were immaterial. The Company does not invest, trade, or otherwise speculate in any derivatives or similar type financial instruments.

2002 Annual Shareholders Report 19

AMERICAN WOODMARK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On April 30, 2002, term loans of $1.7 million were outstanding. The interest bearing term loans bore an average interest rate of 5.7% on April 30, 2002.

On April 30, 2002, the Company had $2.5 million outstanding in industrial revenue bonds, maturing at December 1, 2002. Due to an interest rate swap agreement, a fixed rate of approximately 5.0% applies through December 1, 2002. The variable rate that would have applied without the rate swap was 1.7% on April 30, 2002.

Substantially all of the industrial revenue bonds are redeemable at the option of the bondholder. The Company has irrevocable arrangements to refinance these bonds on a long-term basis in the event they are redeemed.

The average interest rate on the Company’s capital lease obligations was 5.4% on April 30, 2002. These obligations mature through 2007.

The Company’s loan agreements limit the amount and type of indebtedness the Company can incur and require the Company to maintain specified financial ratios measured on a quarterly basis. A portion of the assets of the Company are pledged as collateral under the industrial revenue bond agreements and capital lease arrangements. The Company was in compliance with all covenants contained in its loan agreements at April 30, 2002.

Interest paid was $1,128,000, $1,793,000, and $959,000, during fiscal 2002, 2001, and 2000, respectively. Net amounts to be received or paid under interest rate swap agreements are accrued as an adjustment to interest expense.

Interest capitalized was $659,000, $342,000, and $589,000, during fiscal 2002, 2001, and 2000, respectively.

Note F—Shareholders’ Equity

Common Stock

Transactions affecting Common Stock were as follows:

	Shares Outstanding		Amount
	(in thousands)
Balance at April 30, 1999	7,916,135		$	21,575
Stock options exercised	48,385			324
Stock issued to AWSOP	45,907			997

Balance at April 30, 2000	8,010,427			22,896
Stock options exercised	33,197			512
Stock issued to AWSOP	58,469			1,074
Stock repurchases	(23,000	)		(70	)

Balance at April 30, 2001	8,079,093			24,412
Stock options exercised	245,195			7,802
Stock issued to AWSOP	30,208			1,162
Stock repurchases	(83,000	)		(304	)

Balance at April 30, 2002	8,271,496		$	33,072

Employee Stock Ownership Plan

In fiscal 1990, the Company instituted the American Woodmark Stock Ownership Plan (AWSOP). Under this plan, all employees over the age of 18 who have been employed by the Company for a minimum of six months are eligible to receive Company stock through a profit sharing contribution and a 401(k) matching contribution based upon the employee’s contribution to the plan.

Profit sharing contributions are 3% of after tax earnings, calculated on a quarterly basis and distributed equally to all employees eligible to participate in the plan. The Company recognized expenses for profit sharing contributions of $900,000, $566,000, and $439,000, in fiscal 2002, 2001, and 2000, respectively.

The Company matches 401(k) contributions in the amount of 50% of an employee’s contribution to the plan up to 4% of base salary for an effective maximum Company contribution of 2% of base salary. The expense for 401(k) matching contributions for this plan was $758,000, $753,000, and $684,000, in fiscal 2002, 2001, and 2000, respectively.

20 American Woodmark Corporation

AMERICAN WOODMARK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Stock Options

In August 1999, shareholders approved a stock option plan for key employees of the Company. Under the plan, up to 1,000,000 shares of Common Stock may be granted as options, with the term of options granted not exceeding ten years. Options granted are subject to vesting conditions and other requirements prescribed by a participant’s stock option agreement. Options vest over 3 years on a straight-line basis.

In August 1996, shareholders approved a stock option plan for key employees of the Company. Under the plan, up to 750,000 shares of Common Stock may be granted as options, with the term of options granted not exceeding ten years. Options granted are subject to vesting conditions and other requirements prescribed by a participant’s stock option agreement. Options vest over 3 years on a straight-line basis.

In August 2000, shareholders approved a stock option plan for non-employee directors. Under the 2000 plan, up to 30,000 shares of Common Stock may be granted as options, with each non-employee director receiving an option to purchase 1,000 shares on the anniversary date of the plan. Outstanding options under the plan are exercisable in annual cumulative increments of 33.33% of options granted beginning one year after the date of grant and must be exercised within twelve months after cumulative increments exercisable equal 100% of options granted, at which time options expire.

The Company has adopted the disclosure only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” Since the exercise price for all options granted is the fair market value of the Company’s stock, no compensation cost has been recognized for the stock option plans.

For the years ended April 30, 2002, 2001, and 2000, pro forma net income and earnings per share information required by SFAS No. 123 has been determined as if the Company had accounted for its stock options using the fair value method.

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting periods. The Company’s pro forma information follows:

	2002		2001			2000
	(in thousands, except share amounts)
Net Income before cumulative effect of change in accounting principle	$	30,791	$	17,961		$	13,199
Cumulative effect of change in accounting principle		—		(1,583	)		—
Net Income		30,791		16,378			13,199
Net Income per common share:
Net income before cumulative effect of change in accounting principle
Basic		3.77		2.22			1.66
Diluted		3.65		2.21			1.64
Cumulative effect of change in accounting principle
Basic		—		(0.20	)		—
Diluted		—		(0.20	)		—

2002 Annual Shareholders Report 21

AMERICAN WOODMARK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

To determine these amounts, the fair value of each stock option has been estimated on the date of the grant using a Black-Scholes option-pricing model. Significant assumptions used in this model include a dividend yield of 0.8% and the following:

	2002			2001			2000
Expected Volatility		0.509			0.475			0.475
Risk-free interest rates		5.20	%		5.50	%		5.75	%
Expected life in years		6.0			6.0			6.0
Weighted-average fair value per share	$	15.39		$	9.76		$	18.58

The following table summarizes stock option activity and related information under the stock option plans for the fiscal years ended April 30:

	2002			2001			2000
Outstanding at beginning of year		837,267			647,800			575,251
Granted		162,390			274,000			143,500
Exercised		(250,285	)		(35,933	)		(48,350	)
Expired or cancelled		(12,167	)		(48,600	)		(22,601	)

Outstanding at April 30		737,205			837,267			647,800


Exercisable at April 30		369,154			456,423			347,868
Available for future issuance at April 30		717,696			863,496			1,081,828


Weighted average exercise prices (in dollars):
Outstanding at beginning of year	$	21.01		$	21.55		$	21.27
Granted		30.84			19.93			37.42
Exercised		18.68			12.35			5.51
Expired or cancelled		23.60			28.45			20.90
Outstanding at April 30		23.92			21.01			21.55
Exercisable at April 30	$	22.80		$	16.52		$	14.13

22 American Woodmark Corporation

AMERICAN WOODMARK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes information about stock options outstanding at April 30, 2002 [remaining lives (in years) and exercise prices are weighted-averages]:

	Options Outstanding			Options Exercisable
Option Price per Share	Options	Remaining Life	Exercise Price	Options	Exercise Price
$ 5.25- 6.50	44,250	4.2	$ 5.51	44,250	$ 5.51
$ 9.25- 13.13	37,500	4.9	12.87	37,500	12.87
$15.56-$18.94	219,000	6.7	17.60	128,378	16.92
$21.72-$58.84	436,455	8.0	29.91	159,026	34.70

Earnings Per Share

The following table summarizes the computations of basic and diluted earnings per share:

	Fiscal Years ended April 30
	2002		2001		2000
	(in thousands, except share amounts)
Numerator used in basic and diluted earnings per common share:
Net income	$	32,155	$	17,420	$	14,467

Denominator:
Denominator for basic earnings per common share- weighted-average shares		8,173		8,057		7,960
Effect of dilutive securities:
Stock options		263		87		135

Denominator for diluted earnings per common share-weighted-average shares and assumed conversions		8,436		8,144		8,095

Earnings per common share
Before cumulative effect of change in accounting principle
Basic	$	3.93	$	2.36	$	1.82
Diluted	$	3.81	$	2.34	$	1.79
After cumulative effect of change in accounting principle
Basic	$	3.93	$	2.16	$	1.82
Diluted	$	3.81	$	2.14	$	1.79

2002 Annual Shareholders Report 23

AMERICAN WOODMARK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note G—Pension Benefits

The following information is disclosed in accordance with the requirements of SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” which the Company adopted in 1999. The Company has two defined benefit plans covering virtually all of the Company’s employees.

	Pension Benefits
	2002			2001
	(in thousands)
Change in Benefit Obligation
Benefit obligation at beginning of year	$	27,528		$	24,981
Service cost		1,602			1,402
Interest cost		2,084			1,916
Amendments		31			55
Actuarial (gains) losses		3,851			(200	)
Benefits paid		(666	)		(626	)

Benefit obligation at end of year	$	34,430		$	27,528

Change in Plan Assets
Fair value of plan assets at beginning of year	$	24,861		$	23,582
Actual return on plan assets		(584	)		(1,428	)
Company contributions		3,456			3,333
Benefits paid		(666	)		(626	)

Fair value of plan assets at end of year	$	27,067		$	24,861

Funded status of the plans	$	(7,363	)	$	(2,667	)
Unamortized prior service cost		544			610
Unrecognized net actuarial loss		8,975			2,637

Unrecognized net transition obligation		—			8

Prepaid benefit cost	$	2,156		$	588

Amounts Recognized in the Consolidated Balance Sheet
Prepaid benefit cost	$	4,158		$	2,550
Accrued benefit liability		(2,002	)		(1,962	)

Net amount recognized	$	2,156		$	588

Weighted-Average Assumptions as of April 30
Discount rate		7.30	%		7.65	%
Expected return on plan assets		8.0	%		8.0	%
Rate of compensation increase		4.0	%		4.0	%

As of April 30, 2002, one of the Company’s defined benefit plans had a projected benefit obligation of $23.1 million and an accumulated benefit obligation of $17.4 million which exceeded the plan assets of $15.5 million.

	Pension Benefits
	2002			2001			2000
	(in thousands)
Components of Net Periodic Benefit Cost
Service cost	$	1,602		$	1,402		$	1,439
Interest cost		2,084			1,916			1,776
Expected return on plan assets		(1,965	)		(1,918	)		(1,742	)
Amortization of the unrecognized transition obligation		8			75			82
Amortization of prior service cost		97			109			106
Recognized net actuarial loss		63			—			—

Benefit cost	$	1,889		$	1,584		$	1,661

Note H—Income Taxes

The provision for income taxes on income before the cumulative effect of accounting change was comprised of the following:

	Fiscal Years Ended April 30
	2002			2001		2000
	(in thousands)
Current
Federal	$	18,213		$	8,406	$	8,651
State		3,084			1,178		1,316

Total current		21,297			9,584		9,967

Deferred (benefit)
Federal		(289	)		1,927		124
State		(48	)		260		(3	)

Total deferred		(337	)		2,187		121

Total provision	$	20,960		$	11,771	$	10,088

24 American Woodmark Corporation

AMERICAN WOODMARK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s effective income tax rate varied from the federal statutory rate as follows:

	Fiscal Years Ended April 30
	2002		2001		2000
Federal statutory rate	35.0	%	35.0	%	35.0	%
Permanent differences	—		—		1.7
State income taxes, net of federal tax effect	4.5		3.3		4.4

Effective income tax rate	39.5	%	38.3	%	41.1	%

Income taxes paid were $18,293,000, $9,235,000, and $9,939,000 for fiscal years 2002, 2001, and 2000, respectively.

The significant components of deferred tax assets and liabilities were as follows:

	April 30
	2002		2001
	(in thousands)
Deferred tax assets
Accounts receivable	$	3,882	$	2,590
Employee benefits		1,398		651
Product liability		1,168		1,020
Other		319		281

Total		6,767		4,542
Deferred tax liabilities
Depreciation		7,501		6,219
Inventory		869		393
Other		384		416

Total		8,754		7,028
Net deferred tax liability	$	1,987	$	2,486

Note I—Commitments and Contingencies

Legal Matters

The Company is involved in various suits and claims in the normal course of business which include claims against the Company pending before the Equal Employment Opportunity Commission. Although management believes that such suits and EEOC claims are without merit and intends to vigorously contest them, the ultimate outcome of these matters cannot be determined at this time. In the opinion of management, after consultation with counsel, the ultimate liabilities and losses, if any, that may result from suits and claims involving the Company will not have a material adverse effect on the Company’s results of operations or financial position.

Lease Agreements

The Company leases five office buildings, a manufacturing building, eight service centers and certain equipment. Total rental expenses amounted to approximately $5,397,000, $4,840,000, and $5,016,000, in fiscal 2002, 2001, and 2000, respectively. Minimum rental commitments as of April 30, 2002, under noncancelable leases are as follows:

Fiscal Year	Operating		Capital
	(in thousands)
2003		2,488		780
2004		1,709		780
2005		1,181		780
2006		974		780
2007		262		780
2008 (and thereafter)		34

	$	6,648	$	3,900

Less amounts representing interest				(516	)

Total obligation under capital lease			$	3,384

2002 Annual Shareholders Report 25

AMERICAN WOODMARK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Related Parties

During fiscal 1985, prior to becoming a publicly held corporation, the Company entered into an agreement with a partnership formed by certain executive officers of the Company to lease an office building constructed and owned by the partnership. The lease term has four remaining years with one five-year renewal period available at the Company’s option. Under this agreement, rental expense was $406,000, $398,000, and $391,000, in fiscal 2002, 2001, and 2000, respectively. Rent during the remaining term of approximately $408,000 annually (included in the above table) is subject to adjustment based upon changes in the Consumer Price Index.

Note J—Other Information

Credit is extended to customers based on an evaluation of the customer’s financial condition and generally collateral is not required. The Company’s customers operate in the new home construction and home remodeling markets. At April 30, 2002, the Company’s two largest customers, Customers A and B, represented 32.5% and 20.3% of the Company’s customer receivables, respectively.

The following table summarizes the percentage of sales to the Company’s two largest customers for the last three fiscal years:

	Percent of Annual Sales
	2002	2001	2000
Customer A	42.3	42.1	39.6
Customer B	21.0	17.8	16.0

The Company maintains an allowance for bad debt based upon management’s evaluation and judgment of potential net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions, and of customers’ current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.

26 American Woodmark Corporation

MANAGEMENT’S REPORT

The accompanying consolidated financial statements, which include the notes thereto, are the responsibility of and have been prepared by the management of American Woodmark. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and necessarily include some amounts that are based on management’s best estimates and judgments. Financial information throughout this annual report is consistent with the consolidated financial statements.

The Company maintains a system of internal accounting controls designed to provide reasonable assurance that transactions are properly recorded, that policies and procedures are adhered to and that assets are adequately safeguarded. The system of internal controls is supported by written policies and guidelines, an organizational structure designed to ensure appropriate segregation of responsibilities and selection and training of qualified personnel.

To ensure that the system of internal controls operates effectively, management and the internal audit staff review and monitor internal controls on an ongoing basis. In addition, as part of the audit of the consolidated financial statements, the Company’s independent auditors evaluate selected internal accounting controls to establish a basis for reliance thereon in determining the nature, timing and extent of audit tests to be performed. The Company believes its system of internal controls is adequate to accomplish the intended objectives, and continues its efforts to further improve those controls.

The Audit Committee of the Board of Directors, which is composed entirely of non-management Directors, oversees the Company’s financial reporting and internal control functions. The Audit Committee meets periodically and separately with Company management, the internal audit staff, and the independent auditors to ensure these parties are fulfilling their obligations and to discuss auditing, internal control and financial reporting matters. The Audit Committee reports its findings to the Board of Directors. The independent auditors and the internal audit staff have unrestricted access to the Audit Committee.

James J. Gosa

President and Chief Executive Officer

Kent B. Guichard

Senior Vice President, Finance and Chief Financial Officer

2002 Annual Shareholders Report 27

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Shareholders and Board of Directors

American Woodmark Corporation

We have audited the accompanying consolidated balance sheets of American Woodmark Corporation as of April 30, 2002 and 2001, and the related consolidated statements of income and retained earnings, and cash flows for each of the three years in the period ended April 30, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Woodmark Corporation at April 30, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended April 30, 2002, in conformity with accounting principles generally accepted in the United States.

Washington, DC

June 7, 2002

28 American Woodmark Corporation

*Directors and* *Executive Officers*		*Corporate Information*

David L. Blount Senior Vice President, Manufacturing		Annual Meeting The Annual Meeting of Shareholders of American Woodmark Corporation will be held on August 29, 2002, at 9:00 a.m. at the Hampton Inn at 1204 Berryville in Winchester, Virginia.

William F. Brandt, Jr. Chairman of the Board		Annual Report on Form 10-K A copy of the Company’s Annual Report on Form 10-K the fiscal year ended April 30, 2002 may be obtained of charge by writing:

Daniel T. Carroll Director; Chairman The Carroll Group A Management Consulting Firm		Kent Guichard Senior Vice President, Finance and Chief Financial Officer American Woodmark Corporation PO Box 1980 Winchester, VA 22604-8090

Martha M. Dally Director; Senior Vice President, Business Development Sara Lee Apparel, Europe		Corporate Headquarters American Woodmark Corporation 3102 Shawnee Drive Winchester, VA 22601-4208 (540) 665-9100
James G. Davis Director; President & CEO James G. Davis Construction Corporation		Mailing Address PO Box 1980 Winchester, VA 22604-8090

James J. Gosa Director; President and Chief Executive Officer		Transfer Agent American Stock Transfer & Trust Company (800) 937-5449

Fred S. Grunewald Director; Operating Partner Kier Group Holding, LLC

Kent B. Guichard Director; Senior Vice President, Finance and Chief Financial Officer; Corporate Secretary

Kent J. Hussey Director; President and Chief Operating Officer Rayovac Corporation

Albert L. Prillaman Director; Chairman, Chief Executive Officer Stanley Furniture Company, Inc.

Ian J. Sole Senior Vice President, Sales and Marketing		American Woodmark ^® is a trademark of American Woodmark Corporation.

C. Anthony Wainwright Director; Vice Chairman Arnold Worldwide		^© 2002 American Woodmark Corporation ^® Printed in U.S.A.

2002 Annual Shareholders Report 29

American Woodmark Corporation

3102 Shawnee Drive

Winchester, Virginia 22601-4208

(540) 665-9100

(540) 665-9176 Fax

Exhibit 21

Subsidiaries of the Registrant

Listed below are the subsidiaries of the Company, each of which is in the consolidated financial statements of the Company, and the percentage of ownership by the Company.

                                        Jurisdiction of               Securities
Name of Subsidiary                       Incorporation                Ownership
------------------                       -------------                ---------

Amende Cabinet Corporation                 Virginia                     100%

Exhibit 23

Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form 10-K) of American Woodmark Corporation of our report dated June 7, 2002, included in the 2002 Annual Report to Shareholders of American Woodmark Corporation.

Our audits also included the financial statement schedule of American Woodmark Corporation listed in Item 14(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-12631) pertaining to the American Woodmark Corporation 1995 Non-Employee Directors Stock Option Plan, the Registration Statement (Form S-8 No. 333-12623) pertaining to the American Woodmark Corporation 1996 Stock Option Plan for Employees, the Registration Statement (Form S-8 No. 333-41900) pertaining to the American Woodmark Corporation 1999 Stock Option Plan for Employees and the Registration Statement (Form S-8 No. 333-68434) pertaining to the American Woodmark Corporation 2000 Non-Employee Directors Stock Option Plan of our report dated June 7, 2002, with respect to the consolidated financial statements of American Woodmark Corporation, incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule of American Woodmark Corporation, included in this Annual Report (Form 10-K) of American Woodmark Corporation, for the fiscal year ended April 30, 2002.

                                                   /s/ Ernst & Young LLP

Washington D.C.
July 15, 2002

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