FIRST AMENDMENT TO THE
FURNITURE BRANDS INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
WHEREAS, Furniture Brands International, Inc.
(“Company”) previously adopted the Furniture Brands
International, Inc. Deferred Compensation Plan
(“Plan”); and
WHEREAS, the Board of Directors of the Company
reserved the right to amend the Plan pursuant to Section 9.3
thereof; and
WHEREAS, the Company desires to amend the Plan
to bring the plan into compliance with Section 409A of the Internal
Revenue Code of 1986, as amended and the regulations and other
guidance promulgated thereunder.
NOW, THEREFORE, effective this 31st day of
December, 2008, immediately, the Plan is amended as
follows:
1.
Section 2.1.28 is deleted in its entirety and replaced with
the following:
“2.1.28. Specified
Employee.
“Specified Employee” means any
individual that 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,” a copy of which is attached hereto as
Exhibit A.
2. The
following is added to the end of Section 3.4:
“Notwithstanding any provision of the Plan
to the contrary, the deferral election for an individual who ceases
to be a Participant in the Plan but who remains an Employee shall
continue to be honored until the earlier of the date upon which
such individual ceases to be an Employee or the end of the calendar
year in which such individual cases to be a Participant in this
Plan.”
3. The second sentence of
Section 4.1(c)(2) is deleted in its entirety and replaced with
the following:
“In
addition, provided that (1) the Participant continuously
performs services from the lat
