1.

This Amendment will become effective immediately on and as of the consummation of the Closing.

2.

The parties wish to amend the Employment Agreement effective immediately following the Closing. The Employment Agreement will be amended by:

(a)

Deleting the phrases “Osmose Holdings, Inc.” and “OHI” and replacing them with the phrase “Koppers Inc.” in each instance they appear, except (i) in line three of the first paragraph on page one of the Employment Agreement and (ii) in line six in the paragraph entitled “General” on page seven of the Employment Agreement.

(b)

Deleting the phrase “Osmose Companies” and replacing it with the phrase “Koppers Companies” in each instance it appears.

(c)

Deleting the phrase “OHI Parent, Inc.” and replacing it with the phrase “Koppers Holdings Inc.” in each instance it appears.

(d)

Deleting the phrase “Chief Executive Officer of Osmose Holdings, Inc.” as it appears in line three of the first paragraph on page one of the Employment Agreement and replacing it with the phrase “President of the Company.”

(e)

Deleting the paragraph entitled “Effective Date” on page one of the Employment Agreement in its entirety and replacing it with the following paragraph:

(f)

Deleting the second sentence in the paragraph entitled “Benefits” on page two of the Employment Agreement in its entirety and replacing it with the following sentence:

(g)

Deleting the third sentence in the paragraph entitled “Benefits” on page two of the Employment Agreement in its entirety and replacing it with the following sentence:

(h)

Deleting the definition of “Termination in Connection with a Sale of the Company” on page five of the Employment Agreement in its entirety and replacing it with the following:

(A)

A termination of your employment by the Company without Cause;

(B)

A termination of your employment by you for Good Reason; or

(C)

A termination of your employment by you because any successor to the Company’s operations or assets (whether acquired by merger, sale, consolidation or otherwise) (“Successor”) terminates (or, if such Sale of the Company is structured as a sale of the assets of the Company, fails to assume in writing), this Agreement at the time of the Sale of the Company.

(i)

Deleting the phrase “OHI” in line six in the paragraph entitled “General” on page seven of the Employment Agreement and replacing it with the phrase “Osmose Holdings, Inc.”

3.

Notwithstanding any provision of this Amendment to the contrary, if the Closing is not consummated, the Employment Agreement will not be amended as provided in Section 2 and this Amendment will be null and void in its entirety.

4.

Except as expressly amended by this Amendment, the Employment Agreement, and all of the terms and conditions thereof, will remain in full force and effect.

5.

Each party agrees, on written request of the other party, to do all acts and execute, deliver and perform all additional documents, instruments and agreements that may be reasonably required by the requesting party to implement the provisions and purposes of this Amendment.

8.

This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment, but all of which together will constitute one and the same Amendment.

OSMOSE, INC.

By:

/s/ Paul A. Goydan

Its:

President

KOPPERS INC.

By:

Steven R. Lacy

Its:

Senior Vice President, Administration, General Counsel and Secretary

EMPLOYEE

/s/ Stephen C. Reeder

Stephen C. Reeder