0001299210-07-000007 Sample Contracts

GUARANTEE AGREEMENT by and between KMG America Corporation and WILMINGTON TRUST COMPANY Dated as of March 22, 2007
Guarantee Agreement • March 23rd, 2007 • KMG America CORP • Life insurance • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 22, 2007, is executed and delivered by KMG America Corporation, a Virginia corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of KMG Capital Statutory Trust I, a Delaware statutory trust (the “Issuer”).

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PLACEMENT AGREEMENT
Placement Agreement • March 23rd, 2007 • KMG America CORP • Life insurance • New York
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