The Board of Directors of American Woodmark Corporation has adopted the following Code of Business Conduct and Ethics.

This Code of Business Conduct and Ethics explains the policies of American Woodmark Corporation related to legal compliance and ethical business practices. Each director, officer and employee of American Woodmark is required to comply with the law and to conduct the business of the Company in an ethical manner.

Knowledge of and compliance with this Code is the responsibility of each individual. It is the expectation of the Company that all individuals covered by this code read, understand and conduct their activities accordingly, and avoid even the appearance of improper behavior.

American Woodmark's CITE principles are a well-established part of our organization. By their very nature, they foster a culture of honesty, integrity and accountability among us, defining our actions and activities. There may be times, however, when there appears to be no correct solution to a given state of affairs. It is in these instances that I encourage you to rely on this Code as your comprehensive guide.

This Code does not cover every issue or potential situation that may arise, but outlines basic principles to guide all employees and directors of the Company. If you have any questions about these conflicts, you should contact your manager, the corporate controller, the director of human resources, the chief financial officer, the executive vice president or the chairman and CEO for further guidance.

As the Company continues to grow, the demands and complexity of managing our operations grows in proportion. With this Code, it is my goal to lessen this complexity as much as possible.

Kent Guichard
Chairman, President and Chief Executive Officer