Exhibit 10.6





Richard D. Davidson
President and Chief Executive Officer

June
25, 2003

Mr. Tyrone E. Riegel 
1 Shamrock Drive 

Lamar, Missouri  64759

Dear Terry:

This
letter agreement will document our discussion concerning the terms of your separation from
OSullivan Industries, Inc. (OSullivan). Both you and
OSullivan agree that your last day of employment with OSullivan will be
November 15, 2003 or such later date as we may agree. Your separation from OSullivan
is a voluntary early retirement.

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

| | (1)       
               OSullivan will pay you $335,336.54 severance in a lump sum on
               January 2, 2004 (or such later date as we may agree). In addition,
               OSullivan will pay you a fee for consulting services at the rate of
               $5,000.00 per month for a period of 30 consecutive months beginning May 15, 2005
               and ending October 15, 2007. If there is a Change in Control (as such term is
               defined in the Amended Termination Protection Agreement dated as of February 1,
               1996 between OSullivan Industries Holdings, Inc. and you) of
               OSullivan Industries Holdings, Inc. before October 15, 2007,
               OSullivan will pay you the remaining consulting fees in a lump sum on the
               date that the Change in Control closes.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               OSullivan will also pay you for your accrued but unused vacation time, at
               approximately the same time as the payment under paragraph (1) above.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)       
               Distributions under the OSullivan Industries Holdings, Inc. Savings and
               Profit Sharing Plan and the OSullivan Industries Holdings, Inc. Deferred
               Compensation
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Plan
will be made in accordance with the terms of the respective plans. You will receive
separate documentation and forms about these plans. Your stock options will be governed by
the option agreements between OSullivan and you, as the agreements may be amended,
and are not affected hereby. Similarly, you will continue to hold your stock in
OSullivan Industries Holdings, Inc. subject to the existing agreements among the
various parties thereto. Those agreements are not affected by this Agreement.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)       
               Through November 15, 2007, you agree to provide OSullivan consulting
               services as an independent contractor with respect to such matters as may be
               reasonably requested by persons designated by OSullivan from time to time.
               OSullivan agrees that your consulting duties hereunder will not
               unreasonably interfere with any new employment duties that you may hereafter
               undertake. OSullivan will reimburse you for any expenses you may incur in
               connection with consulting services to OSullivan.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5)       
               During the period when you are a consultant to OSullivan, OSullivan
               will provide, at its cost, medical and dental insurance coverage for you and
               your family. Please contact Mr. Jim Hillman to arrange for continuation of
               medical and dental insurance. After November 15, 2007 you will be entitled to
               continue your medical and dental coverage under COBRA for 36 months at the
               applicable COBRA premium rate established by OSullivans Human
               Resources Department. You should contact OSullivans Human Resources
               Department as November 15, 2007 approaches to arrange for payment of the
               premiums for COBRA coverage if you desire it. In the event that you become
               eligible for medical insurance coverage from another employer plan,
               OSullivans obligation to provide you insurance will terminate. You
               agree, as a part of your obliga tions under this agreement, to tell us promptly
               if you become eligible for coverage under another plan.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6)       
               OSullivan will withhold any taxes required by federal or state governments
               from the payments described above. Your participation in all other benefits,
               including the Amended Termination Protection Agreement dated as of February 1,
               1996 between OSullivan Industries Holdings, Inc. and you, will end
               effective November 15, 2003 (or such later date as we may agree).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
return for the payments outlined above, you agree to the following.

(A)       
          You agree that you are not eligible for any severance benefits, or any other
          amounts from OSullivan or its affiliates, other than those described
          herein.

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(B)       
          Release. In return for the money OSullivan is paying you, you agree
          to release OSullivan from any claims you may have against OSullivan.
          That means you cant sue OSullivan for any reason, whether you know
          about the claim when you sign this agreement or not. The types of common law and
          statutory claims you release and waive include but are not limited to the
          following:

|   |                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------
|-> | tort claims (for example, personal injury or property damage);                                                   
|-> | breach of contract claims, whether express or implied, oral or written;                                          
|-> | claims of wrongful discharge;                                                                                    
|-> | defamation, including libel or slander, published by OSullivan prior to your retirement date;                   
|-> | intentional or negligent infliction of emotional distress;                                                       
|-> | rights under federal, state or local laws, specifically including laws prohibiting discrimination on the basis of

| |                                                              
| | -------------------------------------------------------------
| |                                                              
| | ->       race or color,                                      
| | ->       sex (whether sex discrimination or sex harassment), 
| | ->       age,                                                
| | ->       religion,                                           
| | ->       national origin,                                    
| | ->       handicap or disability                              
| | ->       or other forms of discrimination or any retaliation.

The rights waived specifically
include rights under the following federal acts and any state or local counterparts,
including but not limited to the following:

|   |                                                                                        
|-- | ---------------------------------------------------------------------------------------
|-> | the Americans with Disabilities Act,                                                   
|-> | the Civil Rights Act of 1964, as amended,                                              
|-> | the Civil Rights act of 1991,                                                          
|-> | the Age Discrimination in Employment Act ("ADEA"), as amended,                         
|-> | the Employee Retirement Income Security Act (except as to those rights reserved below),
|-> | the Consolidated Omnibus Budget Reconciliation Act ("COBRA"),                          
|-> | the National Labor Relations Act,                                                      
|-> | the Family Medical Leave Act,                                                          
|-> | the Older Workers Benefit Protection Act,                                              
|-> | the Fair Labor Standards Act,                                                          
|-> | the Missouri Service Letter Statute, 290.140 RSMo.,                                    
|-> | 42 U.S.C.ss.ss.1981, 1983 and 1985,                                                    
|-> | the Missouri Human Rights Act,                                                         
|-> | the Workers Adjustment and Retraining Notification Act,                                
|-> | the Equal Pay Act,                                                                     
|-> | the Occupational Safety and Health Act, and                                            
|-> | other federal, state or local statutes, laws and ordinances that protect employees.    

---

The release and waiver in this letter
agreement extends not only to OSullivan but also to its parent, subsidiaries and
affiliates, their successors and assigns, and each of their respective officers, directors
and employees (collectively, Released Parties).

(C)       
          The only claims arising out of your employment, or the termination of your
          employment, which you are reserving and not releasing are these:

| | -> | You are not releasing your right to vested benefits under OSullivans Stock
Purchase Program, OSullivans Savings and Profit Sharing Plan or
OSullivans Deferred Compensation Plan.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | -> | You are not releasing your right to continue your medical and dental coverage under COBRA
at the applicable COBRA premium rate.
| | -- | -------------------------------------------------------------------------------------------------------------------------------

| | -> | You are not releasing any Workers Compensation claims that may arise before your
employment with OSullivan ends. By signing this agreement you are representing to
OSullivan that unless you have already filed a Workers Compensation claim before the
date you sign this agreement, you know of no facts leading you to believe you have a work
related injury or illness, which would allow or entitle you to file a Workers Compensation
claim against OSullivan after the date on which you sign this agreement.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | -> | This letter agreement does not waive any claims that may arise in the future under the Age
Discrimination in Employment Act. This letter agreement does release any ADEA claims up to
the date this letter agreement becomes effective. Of course, you are not releasing your
rights under this letter agreement if OSullivan should not fulfill its obligations
hereunder.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | -> | This letter agreement does not change the terms of, or release the rights of any party
with respect to, your OSullivan stock options or your stockholdings in
OSullivan or the agreements executed in connection therewith.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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(D)       
          By signing this letter agreement, you are waiving and giving up your right, if
          any, to bring suit and collect damages or otherwise recover from OSullivan
          or the other Released Parties for any alleged violation by any of them of any
          federal, state or local statutes, ordinances or common laws, including but not
          limited to claims under the ADEA and claims under other statutes and ordinances
          which bar discrimination based on age, sex, race, color, national origin,
          religion, handicap or veteran status. This letter agreement covers all claims in
          connection with your employment and the termination and resignation of your
          employment.

(E)       
          You agree to return any files, records, documents, plans, drawings, equipment,
          software, pictures, spreadsheets and any other property belonging to
          OSullivan which may be in your possession.

(F)       
          You agree not to disclose or communicate to any person or to use for your
          benefit or the benefit of another person any confidential or proprietary
          information concerning OSullivan or any of its affiliates, suppliers or
          customers, including but not limited to specific processes, procedures, customer
          lists, financial information, etc. which may be regarded as confidential.

(G)       
          While you are a consultant for OSullivan, you will not act as an officer,
          director, employee, consultant or agent of any corporation manufacturing or
          distributing (or planning to manufacture or distribute) ready-to-assemble
          furniture in competition with OSullivan, including without limitation
          Sauder Woodworking, Bush Industries, Inc., Dorel Industries, Inc., Mills Pride
          or Masco Corp. or Creative Interiors or Furniture Brands International, Inc., or
          any successor to or affiliate of any of such companies. Notwithstanding the
          preceding sentence, you may invest in the securities of any corporation whose
          securities are traded on a national securities exchange or on NASDAQ if your
          ownership of such corporation would be less than one percent of the outstanding
          voting stock of such corporation. You and we agree that the value of this
          non-competition covenant is $20,000.

(H)       
          While you are a consultant for OSullivan, you will not, directly or
          indirectly, whether as an individual or on behalf of any other person, firm,
          corporation, partnership, joint venture or other entity, solicit or endeavor to
          entice away from OSullivan any employee employed by OSullivan. This
          paragraph shall not be construed as prohibiting you from hiring an employee of
          OSullivan who first contacts you with respect to employment.

(I)       
          This Agreement shall remain completely confidential and the terms of this
          Agreement shall not be disclosed by either party except that you may discuss the
          terms of this Agreement with your attorney, accountant, financial advisor and
          spouse.

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(J)       
          You acknowledge that you have freely entered into this Agreement and that no
          representations or promises other than those stated herein have been made to
          you. You are advised to consult with an attorney before signing this letter
          agreement. By signing this letter agreement, you acknowledge that you have had
          the opportunity to consult with your attorney, accountant or financial advisor
          at your expense and that you have had 45 days in which to consider whether you
          want to sign this letter agreement. It is agreed that any changes to this letter
          agreement, whether material or not, do not restart the running of this 45-day
          period. You may sign and return this agreement in less than 45 days if you do
          not wish to use the entire 45 days to decide whether you want to sign this
          agreement. If you sign, date, and return this agreement in less than 45 days,
          you are agreeing that you did not need the full 45 days to decide whether you
          want to sign this agreement, and you are waiving your right to use the unused
          portion of the 45 days. If you sign, date, and return this agreement in less
          than 45 days, the required seven-day revocation period will start to run on the
          date you sign the agreement. The agreement will become final and irrevocable
          only when the seven-day revocation period has expired, and OSullivan will
          not issue its check for your lump sum payment until after the seven-day
          revocation period has expired and the agreement has become final and fully
          enforceable.

(K)       
          In the event of a breach or threatened breach by you, OSullivan may cancel
          any remaining payments to you and cease any further benefits. This will not be
          construed, however, to limit the remedies available to OSullivan in the
          event of such breach and your release and waiver of claims against
          OSullivan shall continue to be valid and in effect.

You
and OSullivan agree not to make any disparaging or critical remarks concerning each
other or any of OSullivans affiliates and will assist each other in preserving
and promoting their respective goodwill and other business interests.

OSullivan
and you agree that if a dispute arises regarding this letter agreement, other than one
involving a breach of paragraphs (F), (G) or (H), such dispute shall be submitted to
binding arbitration in Kansas City, Missouri. The arbitration is to be conducted before an
arbitrator mutually agreed upon by OSullivan and you and pursuant to procedures to
be mutually agreed upon by us. However, if OSullivan and you cannot agree upon an
arbitrator and/or the procedures for the arbitration, the choice of an arbitrator and the
procedures to be followed in the arbitration shall be determined in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association (AAA), except to the extent the parties agree
otherwise in writing. Except to the extent federal law applies or preempts state law,
Missouri law, without reference to its conflicts of law rules, shall govern the
interpretation of this agreement, whether in any such arbitration or otherwise. The
arbitrator shall follow applicable federal and state law and award such relief as is
allowed under applicable federal and state law.

---

OSullivan and you further agree
that judgment upon the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The reasonable attorneys fees and expenses of appearing at the
arbitration and preparing for the arbitration proceeding, and the fees and expenses of the
arbitrator and any fees of AAA shall be determined by the arbitrator, who will be
authorized to require the loser to pay the winners reasonable fees and expenses to
the extent allowed by applicable federal and state law or to fairly apportion the
attorneys and arbitrators fees and expenses between the parties if both
parties prevail on some aspects of the dispute in accordance with applicable federal and
state law. However, if an arbitrator or a court should determine that the allocation of
fees and expenses of the arbitration and the arbitrator as set forth above is
unenforceable or illegal, this Agreement shall be construed to require OSullivan to
pay the fees and expenses of the arbitration and the arbitrator in accordance with
applicable federal and state law, and a party should only recover attorneys fees from the
adverse party if such recovery is permitted under applicable federal and state law.

A
breach of paragraphs (F), (G) or (H) above could result in irreparable and continuing
damage to OSullivan for which there will be no adequate remedy at law, and in the
event of such breach, OSullivan shall be entitled to injunctive and other and
further relief, including damages, attorneys fees and litigation costs, as may be
proper. OSullivan may apply to any court of competent jurisdiction for such relief
and damages.

Under
the Older Workers Benefit Protection Act, OSullivan must give workers over 40 years
old certain information and allow them to consider this offer for at least 45 days. We are
affording all our employees who have chosen to participate in OSullivans 2000
Early Retirement Program that opportunity. Attached is Information Regarding
OSullivans 2000 Early Retirement Program, a list of job titles and ages of
those employees eligible for OSullivans 2000 Early Retirement Program. All
salaried employees of OSullivan are eligible for OSullivans 2003 Early
Retirement Program.

We
encourage you to take this letter agreement home with you and to consider it carefully for
at least 45 days. If you have questions regarding this letter agreement, please call
either Jim Hillman or Rowland Geddie. We encourage you to discuss this letter agreement
and the release language contained in it with your attorney. In any event, you should
thoroughly review and understand the effect of this letter agreement and the release
language before signing it. You have until August 31, 2003 to consider this letter
agreement and indicate whether you will sign this letter agreement.

To
accept OSullivans offer, you must sign and return this letter agreement no
later than August 31, 2003.

---

Pursuant
to the Older Workers Benefit Protection Act, this letter agreement cannot become effective
and enforceable until seven days following its execution. Hence, the monies payable under
section (1) on page 1 of this letter agreement may not be paid until seven days have
elapsed after you sign this letter agreement. OSullivan will process your final
paycheck and vacation pay in the same manner regardless of whether you sign this letter
agreement. For seven days following your execution of this letter agreement, you may
revoke it by giving written notice of revocation to Jim Hillman or Rowland Geddie. If you
revoke this letter agreement, OSullivan will not owe you any money under this
agreement other than your final paycheck and unused vacation time. If you sign and do not
revoke this letter agreement within seven days after signing it, OSullivan will make
the payments to you as described herein at the times specified herein.

# THIS AGREEMENT
CONTAINS A BINDING ARBITRATIONPROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

| |  |                            
| |  | ---------------------------
| |  | Very truly yours,          
| |  |                            
| |  | O'SULLIVAN INDUSTRIES, INC.

| |     |                                                          
| | --- | ---------------------------------------------------------
| | By: | /s/ Richard D. Davidson                                  
| |     | Richard D. Davidson
President and
Chief Executive Officer

|                            | 
|--------------------------- | 
|Accepted and Agreed to this | 
|13th day of August, 2003    | 
|                            | 
|/s/ Tyrone E. Riegel        | 
|Tyrone E. Riegel            | 

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# INFORMATION REGARDING
OSULLIVAN INDUSTRIES, INC.2003 EARLY RETIREMENT PROGRAM

OSullivan
Industries, Inc. (OSullivan) has undertaken a voluntary 2003 Early
Retirement Program. It provides certain benefits to those who are eligible for the Program
and voluntarily decide to participate in it and sign the letter agreement and releases
requested by OSullivan. Information about the program may be supplemented at a later
date or dates by letter or letters to you.

|1. | The decisional unit includes the following: all salaried employees of
                    OSullivan. 2. All salaried employees of OSullivan are eligible for
                    this 2003 Early Retirement Program.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.       
          The job titles and ages of employees eligible to participate in the 2003 Early
          Retirement Program are set forth on the attached list of Employees Eligible to
          Participate in 2003 Early Retirement Program.

4.       
          All salaried employees of OSullivan are eligible to participate in the
          2003 Early Retirement Program.

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