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



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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



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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.



              a. Non-competition Restriction. Except with the prior written

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