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EXHIBIT 10.21c
THIRD AMENDMENT TO
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
DEFERRED COMPENSATION PLAN
WHEREAS, O'Sullivan Industries Holdings, Inc. (the "Company") has
established a nonqualified deferred compensation plan for the benefit of a
select group of management and highly compensation employees; and
WHEREAS, pursuant to the terms of the Plan, the Company reserved the
right to amend the Plan from time to time in its discretion; and
WHEREAS, the Plan was heretofore amended by the First Amendment dated
effective as of July 1, 1997, and the Second Amendment dated effective as of
November 30, 1999; and
WHEREAS, the Company desires to further amend the Plan as set forth
below;
NOW, THEREFORE, effective for Plan Years beginning on and after July 1,
2000, Plan Section 3.1, Elective Deferral Contributions, is amended by adding
the following new paragraph at the end of that Section:
"As a condition of participating in the Plan, each Participant
shall be deemed to have elected to defer under this Plan the receipt of
any amounts that become distributable to the Participant by reason of
the Savings Plan exceeding the applicable limitations on elective
deferrals and/or employer matching contributions under Sections 402(g),
401(k)(3) or 401(m)(2) of the Code and the Treasury regulations issued
thereunder. Any such amounts deferred pursuant to the foregoing shall
be credited to the Participant's Elective Deferral Contributions
Account or Matching Contributions Account, as the case may be, as of
the last day of the calendar month in which such amounts are
distributed from the Savings Plan and shall be subject to all of the
other terms and conditions of this Plan."
IN WITNESS WHEREOF, this Third Amendment has been duly executed as of
the 2nd day of May, 2000.
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
By: /s/ Richard D. Davidson
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Richard D. Davidson
President and Chief Executive Officer
ATTEST:
/s/ Rowland H. Geddie, III
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Rowland H. Geddie, III
Vice President, General Counsel and
Secretary
