President And Chief Operating Officer

EXHIBIT 10.10


O'SULLIVAN INDUSTRIES HOLDINGS, INC. 1900 Gulf Street Lamar, Missouri 64759-1899


Richard D. Davidson
President and Chief Operating Officer


August 23, 1999


Mr. Terry L. Crump 4706 Morningstar Flower Mound, Texas 75028


Dear Terry:


You have expressed your desire to leave the full time employment of O'Sullivan Industries Holdings, Inc. ("O'Sullivan") to return to the workforce in Texas. This letter agreement will document our discussion concerning the terms of your separation from O'Sullivan. Both you and O'Sullivan agree that your last day of full time employment with O'Sullivan will be August 31, 1999.


In recognition of your service and commitment, and in consideration of the agreements made by you in this letter agreement, O'Sullivan will make the following arrangements for your benefit.


EMPLOYEE DUTIES.


You will remain an employee of O'Sullivan until the earlier of August 31, 2000 or until the closing of the Merger Agreement (as hereinafter defined). Your duties will be to consult (via telephone) as requested with the officers and employees of O'Sullivan on such matters as they may reasonably request. The amount of time you are required to consult with O'Sullivan will not unreasonably interfere with your search for a new position or with your duties at any position you may secure.


BENEFITS IN THE EVENT OF A CHANGE IN CONTROL OF O'SULLIVAN.


O'Sullivan and you entered into a Termination Protection Agreement dated as of February 1, 1996 (the "Termination Protection Agreement"). If a Change in Control of O'Sullivan (as defined in the Termination Protection Agreement) occurs on or before November 30, 1999 or pursuant to the Agreement and Plan of Merger dated as of May 17, 1999


Mr. Terry L. Crump -2- August 23, 1999


between O'Sullivan and OSI Acquisition, Inc., as the agreement may be amended (the "Merger Agreement"), O'Sullivan will pay you


1. the benefits described in Sections 3.1(b)(i) through 3.1(b)(vii),
Section 3.1(b)(xii) and Section 5 of the Termination Protection
Agreement (O'Sullivan confirms that your Profit Sharing Account in
O'Sullivan's Savings and Profit Sharing Plan is vested); and


2. an amount in cash equal to the sum of (a) the balance in your Deferred
Compensation Plan account as of August 31, 1999 plus (b) an amount
equal to the amount contributed to your Deferred Compensation Plan
account for fiscal 1999 (including without limitation Profit Sharing
Contributions).


In addition, if a Change in Control occurs on or before November 30, 1999 or pursuant to the Merger Agreement, any unvested employee stock options you hold will vest immediately for the remainder of their respective terms, subject to the next sentence. If the Change of Control involves an affiliate of Bruckmann, Rosser, Sherrill & Co., L.P. ("BRS"), you agree to surrender all of your employee stock options in exchange for the consideration described in Section 3.2(d) of the Merger Agreement.


The amounts described in the preceding paragraphs shall be in lieu of any payment under the Termination Protection Agreement. The amounts described in the preceding paragraphs will be paid at approximately the times specified in the Termination Protection Agreement.


BENEFITS IN THE EVENT OF NO CHANGE IN CONTROL OF O'SULLIVAN BEFORE NOVEMBER 30, 1999 OR PURSUANT TO THE MERGER AGREEMENT.


In the event no Change in Control of O'Sullivan occurs on or before November 30, 1999 or pursuant to the Merger Agreement:


1. O'Sullivan will pay you Accrued Compensation (as defined in the
Termination Protection Agreement) through August 31, 1999.


2. O'Sullivan will pay you (a) $3,000 per month from September 1999
through August 2000; and (b) a lump sum payment of $124,000 on January
5, 2000.


3. Your accounts in O'Sullivan's Stock Purchase Program, Savings and
Profit Sharing Plan and Deferred Compensation Plan will be distributed
to you in accordance with the terms of the respective plans.
O'Sullivan confirms that it will contribute to your accounts in the
Savings and Profit Sharing Plan and Deferred Compensation Plan your
profit sharing contribution for the year ended June 30, 1999. 1.


Mr. Terry L. Crump -3- August 23, 1999


4. All of your employee stock options not vested at August 31, 1999 will
terminate. The Compensation Committee of the Board of Directors has
agreed to delay the termination date of your vested stock options to
August 31, 2000. If a Change in Control involving an affiliate of BRS
occurs, you agree to surrender all of your employee stock options in
exchange for the consideration described in Section 3.2(d) of the
Merger Agreement.


5. O'Sullivan will agree to continue medical and life insurance coverage
for you and your dependents (as defined in O'Sullivan's Health
Protection Plan) for twelve months from August 31, 1999 at the active
employee rate. Thereafter, you will be entitled to continue your
medical and life insurance coverage under COBRA at the applicable
COBRA premium rate established by O'Sullivan's Human Resources
Department. You should contact Jim Hillman to arrange for payment of
the premiums for these coverages if you desire them. Your medical and
life insurance coverage will terminate if you become covered under
another medical or life insurance plan prior to the end of the
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