EXECUTIVE DEFERRED COMPENSATION PLAN

Employee Benefits Plan Agreement

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HNI CORP

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Title: EXECUTIVE DEFERRED COMPENSATION PLAN
Governing Law: Iowa Date: 11/1/2007
Industry: FURNIT Sector: Consumer Cyclical

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EXHIBIT 10.5

EXECUTIVE DEFERRED COMPENSATION PLAN

HNI Corporation

As Amended and Restated Effective January 1, 2005 to comply with Section 409A

of the Internal Revenue Code

TABLE OF CONTENTS

Page

1. Amendment and Restatement

1.1.	Amendment and Restatement	1
1.2.	Purpose	1
1.3.	Application of the Plan	1

2. Definitions

	2.1.	Definitions	1
	2.2.	Gender and Number	6

3. Eligibility and Participation

3.1.	Eligibility	6
3.2.	Participation	6
3.3.	Missing Persons	6

4. Establishment and Entries to Accounts

4.1.	Accounts	7
4.2	Deferral Election Agreement	7
4.3.	Adjustments to Accounts	9
4.4.	Commencement and Form of Distribution of Sub-Account	10
4.5.	Exceptions to Payment Terms	12
4.6.	Death Benefit	14
4.7.	F unding	14

5. Administration

5.1.	Administration	15
5.2.	Actions of the Committee	15
5.3.	Delegation	15
5.4.	Expenses	15
5.5.	Reports and Records	15
5.6.	Valuation of Accounts and Account Statements	16
5.7.	Indemnification and Exculpation	16

6. Beneficiary Designation

6.1.	Designation of Beneficiary	16
6.2.	Death of Beneficiary	16
6.3.	Ineffective Designation	16

7. Withholding

8. Change in Control, Amendment, and Termination

	8.1.	Change in Control	17
	8.2.	Plan Amendment and Termination	17

9. Claims Procedure

10. Miscellaneous

10.1.	Unfunded Plan	18
10.2.	Nontransferability	18
10.3.	Successors	18
10.4.	Severability	18
10.5.	Applicable Law	18
10.6.	No Other Agreements	19
10.7.	Incapacity	19
10.8.	Counterparts	19
10.9.	Electronic Media	19
10.10.	Administratively Reasonable	19
10.11.	Release	19
10.12.	Notices	19

HNI Corporation

Executive Deferred Compensation Plan

1. Amendment and Restatement

1.1. Amendment and Restatement . HNI Corporation, an Iowa corporation (the "Corporation"), hereby amends and restates, effective as of January 1, 2005 (the "Restatement Date"), the HNI Corporation Executive Deferred Compensation Plan (the "Plan") to comply with Section 409A of the Internal Revenue Code and to effect certain other changes in its design and operation. The Plan first became effective on February 13, 1986.

1.2. Purpose . The purpose of the Plan is to give eligible executive employees of the Corporation and certain of its Subsidiaries the opportunity to defer the receipt of compensation to supplement their retirement savings and to achieve their personal financial planning goals.

1.3. Application of the Plan . The terms of the Plan, as amended and restated herein, apply to amounts deferred under the Plan on or after the Restatement Date. Amounts deferred under the Plan before the Restatement Date are subject to the terms of the Plan as in effect prior to the Restatement Date; provided, however, that Section 4.11 of the Plan (as in effect prior to the Restatement Date) is deleted in its entirety as of the Restatement Date, such that such section shall no longer apply to any amounts deferred under the Plan, whether before or after the Restatement Date.

2. Definitions

2.1. Definitions . Whenever used in the Plan, the following terms shall have the meaning set forth below and, when the defined meaning is intended, the term is capitalized:

(a)

"Account" means the device used to measure and determine the amount of benefits payable to a Participant or Beneficiary under the Plan. The Corporation shall establish a Cash Account and Stock Account for each Participant under the Plan, and the term "Account," as used in the Plan, may refer to either such Account or the aggregate of the two Accounts. In addition, the Corporation shall establish a separate Sub-Account under each of the Participant's Cash Account and Stock Account for each Deferral Election Agreement entered into by the Participant pursuant to Section 4.2.

(b)

"Annual Bonus," of a Participant for a Plan Year, means the bonus awarded by the Employer to a Participant in cash or Stock for services performed by the Participant during the Plan Year, as provided in the HNI Corporation Executive Bonus Plan, or any successor plan thereto.

(c)

"Base Salary," of a Participant for a Plan Year, means the base salary, including all regular basic wages before reduction for any amounts deferred on a tax-qualified or nonqualified basis, payable in cash to the Participant for services rendered to an Employer during the Plan Year. Base Salary shall exclude bonuses, incentive compensation, special fees or awards, allowances, or any other form of premium or incentive pay, or amounts designated by an Employer as payment toward or reimbursement of expenses.

(d)

"Beneficiary" means the persons or entities designated by a Participant in writing pursuant to Article 6 of the Plan as being entitled to receive any benefit payable under the Plan by reason of the death of a Participant, or, in the absence of such designation, the Participant's estate (pursuant to the rules specified in Article 6).

(e)

"Board of Directors" means the board of directors of the Corporation.

(f)

"Change in Control" means:

(i) the acquisition by any individual, entity or group (with the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (A) the then outstanding shares of common stock of the Corporation (the "Outstanding Corporation Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of Directors (the "Outstanding Corporation Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (I) any acquisition directly from the Corporation; (II) any acquisition by the Corporation; (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; or (IV) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this paragraph; or

(ii) individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute a majority of the Board; provided, however, that any individual becoming a Director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a "Business Combination"), in each case, unless, following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 50% or more of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of Directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be; (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

(g)

"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

(h)

"Committee" means the Human Resources and Compensation Committee of the Board of Directors or a delegate of such Committee.

(i)

"Compensation" means the remuneration paid or awarded to the Participant by an Employer as Base Salary, Annual Bonus, or LTP Award.

(j)

"Corporation" means HNI Corporation, an Iowa corporation.

(k)

"Deferral Election Agreement" means the agreement described in Section 4.2 in which the Participant designates the amount of his or her Compensation, if any, that he or she wishes to contribute to the Plan and acknowledges and agrees to the terms of the Plan.

(l)

"Elective Deferral" means a contribution to the Plan made by a Participant pursuant to a Deferral Election Agreement that the Participant enters into with the Corporation. Elective Deferrals shall be made according to the terms of the Plan set forth in Section 4.2.

(m)

"Employer" means the Corporation, any Subsidiary that adopts the Plan, and any entity that continues the Plan as a successor under Section 10.3.

(n)

"Enrollment Period" means the period designated by the Corporation during which a Deferral Election Agreement may be entered into with respect to an eligible employee's future Compensation as described in Section 4.2. Generally, the Enrollment Period must end no later than the end of the calendar year before the calendar year in which the services giving rise to the Compensation to be deferred are performed. As described in Section 4.2, an exception may be made to this requirement for individuals who first become eligible to participate in the Plan and for Elective Deferrals from Compensation considered to be Performance-Based Compensation, as determined by the Committee or by the Vice-President, Member and Community Relations, from time to time.

(o)

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor thereto.

(p)

"Fair Market Value," of a share of Stock, means the average of the high and low transaction prices of the share as reported on the New York Stock Exchange on the date as of which such value is being determined, or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem reasonable and within the meaning of Code Section 409A and the regulations thereunder.

(q)

"LTP Award," of a Participant for a performance period, means the amount payable to the Participant in cash or Stock for the performance period pursuant to the HNI Corporation Long-Term Performance Plan. The performance period for an LTP Award shall be set forth in the HNI Corporation Long-Term Performance Plan.

(r)

"Participant" means an individual who satisfies the requirements of Section 3.1 and who has entered into a Deferral Election Agreement.

(s)

"Performance-Based Compensation," of a Participant for a period, means incentive compensation of the Participant for such period where the amount of, or entitlement to, the incentive compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months in which the Participant performs services. Organizational or individual performance criteria are considered pre-established if established in writing by not later than 90 days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. Performance-based compensation may include payment based on performance criteria that are not approved by the Board of Directors or the Committee or by the stockholders of the Corporation.

(t)

"Plan Year" means the consecutive 12-month period beginning each January 1 and ending December 31.

(u)

"Prime Rate" means the interest rate charged by the Northern Trust Corporation, Chicago, Illinois, on corporate loans made to their best customers as of the first business day coincident with or immediately following the first day of each Plan Year.

(v)

"Qualified Domestic Relations Order" has the same meaning as in Section 414(p) of the Code.

(w)

"Restatement Date" means January 1, 2005.

(x)

"Retirement," of a Participant, means the Participant's Separation from Service with the Corporation and its Subsidiaries on or after the attainment of age 55 with ten years of service with an Employer. The Chief Executive Officer of the Corporation, in his or her discretion, may waive or reduce the ten-year service requirement with respect a Participant; provided that any such waiver or reduction is made before the eligible executive employee becomes a Participant or, with respect to each Deferral Election Agreement, before the last day of the Enrollment Period for the Plan Year for which the agreement is made.

(y)

"Separation from Service," of a Participant, means the Participant's separation from service with the Corporation and all of its affiliates, within the meaning of Section 409A(a)(2)(A)(i) of the Code and the regulations thereunder. Solely for these purposes, a Participant will be considered to have a Separation from Service when the Participant dies, retires, or otherwise has a termination of employment with all affiliates. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six months, or if longer, so long as the individual's rights to reemployment with the Corporation or any affiliate is provided either by statute or by contract. If the period of leave exceeds six months and the individual's right to re-employment is not provided either by statute or contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Whether a termination of employment has occurred is based on the facts and circumstances.

(z)

"Specified Employee" means a "key employee" (as defined in Section 416(i) of the Code without regard to Section 416(i)(5)) of the Corporation. For purposes hereof, an employee is a key employee if the employee meets the requirements of Section 416(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during the 12-month period ending on December 31. If a person is a key employee as of such date, the person is treated as a Specified Employee for the 12-month period beginning on the first day of the fourth month following such date

(aa)

"Subsidiary" means a corporation which is wholly owned by the Corporation.

(bb)

"Stock" means the Corporation's common stock, $1.00 par value.

(cc)

"Stock Unit" means the notational unit representing the right to receive one share of Stock.

2.2. Gender and Number . Except when otherwise indicated by the context, any masculine term used in the Plan also shall include the feminine gender; and the definition of any plural shall include the singular and the singular shall include the plural.

3. Eligibility and Participation

3.1. Eligibility . Participation in the Plan shall be limited to those executive employees of an Employer who are eligible to participate in the HNI Corporation Executive Bonus Plan.

3.2. Participation . An eligible executive employee shall be notified of his or her eligibility to make an Elective Deferral under the Plan for a Plan Year prior to the beginning of the Plan Year, or as soon as administratively possible thereafter. Unless so notified, an employee shall not have the right to make Elective Deferrals for a Plan Year, whether or not he or she has been permitted to make Elective Deferral for any prior Plan Year. Further, nothing in the Plan shall interfere with or limit in any way the right of an Employer to terminate any Participant's employment at any time, nor confer upon any Participant a right to continue in the employ of an Employer, and all Participants shall remain subject to change of salary and other terms of employment, transfer, change of job, discipline, layoff, discharge, or any other change of status.

3.3. Missing Persons . Each Participant and Beneficiary entitled to receive benefits under the Plan shall be obligated to keep the Corporation informed of his or her current address until all Plan benefits that are due to be paid to the Participant or Beneficiary have been paid to him or her. If the Corporation is unable to locate the Participant or his or her Beneficiary for purposes of making a distribution, the amount of a Participant's benefit under the Plan that would otherwise be considered as non-forfeitable shall be forfeited effective one year after: (a) the last date a payment of said benefit was made, if at least one such payment was made; or (b) the first date a payment of said benefit was due to be made pursuant to the terms of the Plan, if no payments have been made. If such person is located after the date of such forfeiture, the benefits for such Participant or Beneficiary shall not be reinstated hereunder.

4 . Establishment and Entries to Accounts

4.1. Accounts . The Committee shall establish two Accounts for each Participant under the Plan as follows:

(a) Cash Account . A Participant's Cash Account, as of any date, shall consist of the Compensation that the Participant has elected to allocate to that Account under his or her various Deferral Election Agreements pursuant to Section 4.2, increased by earnings thereon pursuant to Section 4.3(a), and adjusted to reflect transfers to and from the Account pursuant to Section 4.3(c) and distributions from the Account pursuant to Sections 4.4, 4.5 and 4.6.

(b) Stock Account . A Participant's Stock Account, as of any date, shall consist of the Compensation that the Participant has elected to allocate to that Account pursuant to Section 4.2, increased with earnings (including dividend equivalents) thereon and converted to Stock Units pursuant to Section 4.3(b), and adjusted to reflect transfers to and from the Account pursuant to Section 4.3(c) and distributions from the Account pursuant to Sections 4.4, 4.5 and 4.6.

The Committee shall establish a separate Sub-Account under each of these Accounts for each Deferral Election Agreement entered into by the Participant pursuant to Section 4.2. As specified in Section 4.2, as part of a Participant's Deferral Election Agreement, the Participant shall elect how amounts deferred under each Deferral Election Agreement are to be distributed to him or her from among the available distribution options described in Section 4.4. The separate Sub-accounts are established to account for the different distribution terms that may apply to each Sub-account. The Corporation may combine Sub-accounts that have identical distribution terms, or may establish other Sub-accounts for a Participant under the Plan from time to time in its discretion, as it deems appropriate or advisable. A Participant shall have a full and immediate nonforfeitable interest in his or her Accounts at all times.

4.2 Deferral Election Agreement . A Participant wishing to make an Elective Deferral under the Plan for a Plan Year shall enter into a Deferral Election Agreement during the Enrollment Period immediately preceding the beginning of the Plan Year. A separate Deferral Election Agreement must be entered into for each Plan Year that a Participant wishes to make Elective Deferrals under the Plan. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Committee at the time and in the manner specified by the Committee, which may be no later than the last day of the Enrollment Period. The Committee shall not accept Deferral Election Agreements entered into after the end of the Enrollment Period. The Committee may require that a Participant enter into a separate Deferral Election Agreement for each component of the Participant's Compensation, i.e., Base Compensation, Annual Bonus and LTP Award, that he or she wishes to defer for a Plan Year. Except as specified in the following two paragraphs, a Deferral Election Agreement will be effective to defer Compensation earned after the Deferral Election Agreement is entered into, and not before.

For the Plan Year in which an employee first becomes eligible to participate in the Plan, the Committee may, in its discretion, allow the employee to enter into a Deferral Election Agreement within 30 days after he or she first becomes eligible. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Committee on or before the 30-day period has elapsed. The Committee shall not accept Deferral Election Agreements entered into after the 30-day period has elapsed. If the employee fails to complete a Deferral Election Agreement by such time, he or she may enter into a Deferral Election Agreement during any succeeding Enrollment Period in accordance with the rules described in the preceding paragraph. For Compensation that is earned based upon a specified performance period (for example, the Annual Bonus) where a Deferral Election Agreement is entered into in the first year of eligibility but after the beginning of the performance period, the Deferral Election Agreement will be deemed to apply to Compensation paid for services performed subsequent to the date the Deferral Election Agreement is entered into if the Deferral Election Agreement applies to the portion of the Compensation equal to the total amount of the Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period. For purposes of the exception described in this paragraph, the term "Plan" shall mean the Plan and any other plan required to be aggregated with the Plan pursuant to Code Section 409A, and the regulations and other guidance thereunder. Accordingly, if an employee has previously been eligible to participate in a plan required to be aggregated with the Plan, then the 30-day exception described in this paragraph shall not apply to him or her.

Deferral Election Agreements for Base Salary and incentive compensation other than Performance-Based Compensation shall be completed and submitted to the Corporation at the time described above that is ordinarily applicable to Deferral Election Agreements (subject to the exception for employees who are newly eligible to participate). Deferral Election Agreements for Compensation that is Performance-Based Compensation shall be completed and submitt