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SECOND
AMENDMENT TO THE
FURNITURE BRANDS
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS,
Furniture Brands International, Inc. (“Company”)
previously adopted the Furniture Brands Supplemental Executive
Retirement Plan (Plan”); and
WHEREAS,
the Company reserved the right to amend the Plan pursuant to
Section 7.1 therein; and
WHEREAS,
the Company desires to amend the Plan in order to comply with
certain requirements under Section 409A of the Internal
Revenue Code of 1986, as amended and the regulations and other
guidance issued thereunder.
NOW,
THEREFORE, effective January 1, 2005, the Plan is amended as
follows:
1.
A new Section 1.15 is added as follows;
“1.15
“Specified Employee” means any individual that the
Company determines is a specified employee within the meaning of
Section 409A of the Code. Company shall determine whether an
employee is a Specified Employee by applying reasonable,
objectively determinable identification procedures set forth in a
resolution of the Company’s Board of
Directors,”
2.
The following is added to the end of Section 5.3
“Notwithstanding
anything in this Plan to the contrary, in no event will disability
benefits commence under either Section 5.1 or 5.2 of this Plan
unless, as of the date of commencement of such benefits, the
participant is disabled within the meaning of Section 409A of
the Code.”
3.
Section 6.1 is deleted in its entirety and replaced with the
following:
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