Exhibit 10.34d  




FOURTH AMENDMENT TO THE

O’SULLIVAN INDUSTRIES HOLDINGS, INC.
 SAVINGS AND PROFIT SHARING PLAN 
(July 1, 1997
Restatement)




This Amendment is made by
O’Sullivan Industries Holdings, Inc., a Delaware corporation (the
“Employer”). 



        WHEREAS,
the Employer sponsors the O’Sullivan Industries Holdings, Inc. Savings and Profit
Sharing Plan (the “Plan”); and 



        WHEREAS,
pursuant to the terms of the Plan, the Employer reserved the right to amend the Plan from
time to time in its discretion; and 



        WHEREAS,
the Plan was most recently amended and restated in its entirety generally effective as of
July 1, 1997; and 



        WHEREAS,
the Employer desires to amend the provisions of the Plan relating to mandatory
distributions of small accounts and to make certain other changes. 



        NOW,
THEREFORE, the Plan is amended as follows effective as of May 1, 2005, except as set forth
herein: 



             
A.       
          Section 2.19 is amended to read as follows: 



        
            2.19
“Entry Date” means each business day during a Plan Year. 



         
    B.       
          The last sentence of Section 3.03 is amended to read as follows: 



	  	     
  
A
Participant who fails to elect to make Employee Pre-Tax Contributions when first eligible
may enroll in the Plan in accordance with Section 4.02. 







         
    C.       
          Section 4.02 is amended to read in its entirety as follows: 



	  	     
  
4.02 Change of Election. A Participant may elect to increase or decrease the percentage
of his Compensation to be contributed as Employee PreTax Contributions by notifying the
Committee in the manner designated by and acceptable to the Committee. A
Participant’s change of election shall be implemented as soon as administratively
practicable following receipt of such election. 







             
D.    
          Section 4.03 is amended to read in its entirety as follows: 



	  	      

4.03
Suspension and Recommencement of Contributions. A Participant may elect to suspend
his Employee Pre-Tax Contributions by notifying the 














	  	      
Committee
in the manner designated by and acceptable the Committee. A Participant’s election to
suspend contributions shall be implemented as soon as administratively practicable
following receipt of such election. Following a suspension of contributions of at least
three (3) months, a Participant may again elect to make Employee Pre-Tax Contributions in
accordance with Section 4.02. In the event of a hardship withdrawal by a Participant
pursuant to Section 6.01, the Participant’s Employee Pre-Tax Contributions
hereunder shall be automatically suspended for a period of twelve months (or effective
January 1, 2002, a period of six months. 






             
E.       
          Section 10.06 is amended by adding the following to the end of said Section: 



	  	      
Effective
March 28, 2005, and subject to the administrative grace period set forth in IRS Notice
2005-5 or other applicable guidance, in the event of a mandatory distribution greater than
one thousand dollars ($1,000) pursuant to Section 10.03(f), if the Participant does not
elect to have such distribution paid directly to an eligible retirement plan specified by
the Participant in a direct rollover or to receive the distribution directly in accordance
with the foregoing provisions of this Section, then the Committee will direct payment of
such distribution in the form of a direct rollover to an individual retirement plan
designated by the Committee. 







         
    F.       
          In all other respects, the Plan shall remain in effect. 



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remainder of this page is intentionally left blank] 










        IN
WITNESS WHEREOF, the Employer has executed this Amendment this 4th day of May,
2005, but effective as of the dates set forth herein. 



	 	 
	 	
               O’SULLIVAN INDUSTRIES HOLDINGS, INC. 
	 	 
	   
           By:       	

          
        
/s/ Robert S. Parker

          
       
  
	   
                  	

          
         
Robert S. Parker

          
          
  
	   
  Title:       	



     
President and Chief Executive Officer

          
          

 










Attest: 




	
          
        
/s/ Rowland H. Geddie, III
          
       
	
          
        
  Rowland H. Geddie, III
          
       
	
          
 
Vice President, General Counsel
          
       
	
          
        
      and Secretary
          
       











SUMMARY OF AMENDMENT 



         A.       
          Section 2.19 is amended to allow a participant to join 



        the
plan as of any business day during the year. 



         B.       
          Section 3.03 is amended to allow a participant to enroll 



	  	
in
the plan as of any payroll period during the year. 






         C.       
          Section 4.02 is amended to allow a participant to 



	  	
increase
or decrease a prior deferral election at anytime during the year. 






         D.       
          Section 4.03 is amended to allow a participant to suspen 



	  	
a
prior deferral election at anytime during the year. 






         E.       
          Section 10.06 is amended to provide for automatic 



	  	
rollover
of account balances not exceeding $5,000 but greater than $1,000.