0001047469-04-033265 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2004 • KMG America CORP • Life insurance • Virginia

AGREEMENT made this day of , 2004, between KMG America Corporation, a Virginia corporation (the "Company"), and Scott H. DeLong III (the "Executive").

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AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 5th, 2004 • KMG America CORP • Life insurance

This Amendment No. 1 to Amended and Restated Stock Purchase Agreement (this "Amendment") is made as of November 4, 2004, by and among KMG America Corporation, a Virginia corporation ("Buyer"), the holders of all of the outstanding shares of capital stock of Kanawha Insurance Company, a South Carolina corporation (the "Company"), identified on Schedule A to the Amended and Restated Agreement (as defined herein) (each a "Shareholder" and collectively, the "Shareholders"), represented by The Springs Company pursuant to Section 2.7 of the Amended and Restated Agreement (as defined herein), and the holders of all of the options to purchase the outstanding shares of capital stock of the Company identified on Schedule A to the Amended and Restated Agreement (as defined herein) (collectively, the "Optionholder", and together with the Shareholders, "Sellers").

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