Exhibit 10.35



THIRD AMENDMENT TO STOCKHOLDERS AGREEMENT



THIS THIRD AMENDMENT TO STOCKHOLDERS AGREEMENT(this Amendment) is made as of the 18th day of
November, 2004, by and among KOPPERSINC.,a Pennsylvania corporation (Koppers), KI HOLDINGS INC.,a Pennsylvania corporation (Holdings), SARATOGA PARTNERS III, L.P.,a Delaware limited partnership
(Saratoga) and the Representatives of the Management Investors (as defined in the Stockholders Agreement).



RECITALS:



WHEREAS, Koppers, Saratoga and certain Management Investors (as defined in the Stockholders Agreement) are parties to a Stockholders Agreement
dated December 1, 1997 (as amended or restated from time to time the Stockholders Agreement); and



WHEREAS, substantially simultaneously with the execution of this Amendment, Koppers has entered into a merger transaction which has resulted in Koppers
becoming a wholly-owned subsidiary of Holdings; and



WHEREAS,
Koppers, Saratoga and the Representatives of the Management Investors desire to amend the Stockholders Agreement to, among other things, provide that Holdings will become and be a party to the Stockholders Agreement; and



WHEREAS, the Stockholders Agreement may be amended by a written
instrument signed by Saratoga, the Representatives of the Management Investors, Koppers, and any stockholder holding at least 5% of the outstanding Voting Shares (as defined in the Stockholders Agreement); and



WHEREAS, there is no stockholder who holds at least 5% of the outstanding
Voting Shares.



NOW, THEREFORE, in consideration of the
foregoing recitals which are incorporated by reference herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:



1. The recitals set forth above are incorporated into and made
a part of this Amendment.



2. Capitalized terms used in this
Amendment and not otherwise defined shall have the same meanings ascribed to those terms in the Stockholders Agreement, as may be amended hereby.





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3. From and after the date hereof, every reference in the Stockholders Agreement to the
Company shall be and be deemed to be a reference to KI Holdings Inc., except for the references referred to in Section 7 of this Amendment.



4. From and after the date hereof, Holdings shall become and be a party to, and be bound by the terms and conditions of, the
Stockholders Agreement.



5. For avoidance of doubt,
notwithstanding the introduction to the Stockholders Agreement, Holdings is not a Stockholder (as defined in the Stockholders Agreement).



6. From and after the date hereof, Koppers shall not have any obligations under the Stockholders Agreement.



7. From and after the date hereof, the reference to the Companys
Pension Plan for Salaried Employees found in Section 11.1 of the Stockholders Agreement shall be and be deemed to be a reference to the Pension Plan for Salaried Employees of Koppers Inc. and the reference to the
Company found in Section 11.1 of the Stockholders Agreement shall be and be deemed to be a reference to Koppers Inc.



8. Koppers, Saratoga, Holdings and the Representatives of the Management Investors hereby ratify and confirm the Stockholders Agreement, as amended
by this Amendment, in all respects.



9. This Amendment may be
executed in counterparts, as may be deemed necessary and convenient by the parties hereto, each of which counterpart, when so executed and delivered, shall be deemed an original, but all of such counterparts shall constitute but one and the same
instrument.



10. This Amendment shall be construed in
accordance with and governed by the laws of the Commonwealth of Pennsylvania.



[Signature Page to Follow]





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WITNESS the due execution
hereof as of the day and year first above written.



|                                                            |  |                             
|----------------------------------------------------------- |  | ----------------------------
|KOPPERS INC. a Pennsylvania corporation                    
|                                                            | 
|By:                                                         |  | /s/    BRIAN H.
MCCURRIE    
|Title:                                                      |  | VP & CFO                    
|Print Name:                                                 |  | Brian H. McCurrie           
|                                                           
|KI HOLDINGS INC., a Pennsylvania corporation               
|                                                            | 
|By:                                                         |  | /s/    STEVEN R. LACY       
|Title:                                                      |  | SVP                         
|Print Name:                                                 |  | Steven R. Lacy              
|                                                           
|SARATOGA PARTNERS III, L.P., a Delaware limited partnership
|                                                            | 
|By:                                                         |  | /s/    CHRISTIAN L.
OHERBECK
|Title:                                                      |  |                             
|Print Name:                                                 |  | Christian L. Oherbeck       
|                                                           
|REPRESENTATIVES OF THE MANAGEMENT INVESTORS                
|                                                           
|/s/    WALTER W.
TURNER                                    
|Walter W. Turner                                           
|                                                           
|/s/    RANDALL D.
COLLINS                                  
|Randall D. Collins                                         



[Signature Page to
Third Amendment To Stockholders Agreement]